Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 | 168,034,218 | |
Amendment Flag | false | |
Entity Central Index Key | 0001819493 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
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, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 46,433 | $ 16,142 |
Restricted cash | 3,037 | 3,034 |
Accounts receivable | 4,150 | 3,353 |
Marketable debt securities, available-for-sale — short-term | 59,700 | 94,696 |
Inventories, net | 66,306 | 30,883 |
Prepaid expenses and other current assets | 20,054 | 17,850 |
Total current assets | 199,680 | 165,958 |
Marketable debt securities, available-for-sale — long-term | 0 | 54,816 |
Property and equipment, net | 18,023 | 7,426 |
Operating lease right-of-use assets, net | 6,933 | 0 |
Other non-current assets | 1,600 | 506 |
Total assets | 226,236 | 228,706 |
Liabilities | ||
Accounts payable | 5,239 | 10,122 |
Other current liabilities | 20,760 | 5,861 |
Total current liabilities | 25,999 | 15,983 |
Convertible Debt, Noncurrent | 53,722 | 0 |
Earn-out shares liability | 5,150 | 29,240 |
Common stock warrant liability | 2,337 | 7,496 |
Other non-current liabilities | 11,214 | 1,594 |
Total liabilities | 98,422 | 54,313 |
Commitments and Contingencies (Note 14) | ||
Stockholders’ Equity | ||
Common Stock $0.0001 par value, authorized 1,000,000 shares, 166,432 and 163,137 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 17 | 16 |
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 187,014 | 178,851 |
Accumulated deficit | (58,001) | (4,093) |
Accumulated other comprehensive loss | (1,216) | (381) |
Total stockholders’ equity | 127,814 | 174,393 |
Total liabilities and stockholders’ equity | $ 226,236 | $ 228,706 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
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) | 166,432,000 | 163,137,000 |
Common stock outstanding (in shares) | 166,432,000 | 163,137,000 |
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 and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 11,008 | $ 357 | $ 27,805 | $ 1,746 |
Cost of goods sold | 21,777 | 418 | 46,854 | 1,675 |
Gross (loss) margin | (10,769) | (61) | (19,049) | 71 |
Operating expenses | ||||
General and administrative | 9,470 | 7,606 | 30,991 | 15,756 |
Research and development | 8,573 | 5,302 | 24,493 | 9,846 |
Sales and marketing | 2,345 | 1,337 | 7,891 | 2,173 |
Total operating expenses | 20,388 | 14,245 | 63,375 | 27,775 |
Loss from operations | (31,157) | (14,306) | (82,424) | (27,704) |
Other expense, net | (642) | (66) | (787) | (83) |
Change in fair value of derivative instruments | 1,890 | 1,066 | 5,158 | 6,030 |
Change in fair value of earn-out shares liability | 6,654 | 48,202 | 24,148 | 48,202 |
Write off of subscription receivable | 0 | 0 | 0 | (379) |
Realized loss on debt extinguishment | 0 | 0 | 0 | (14,104) |
(Loss) income before provision for income taxes | (23,255) | 34,896 | (53,905) | 11,962 |
Provision for income taxes | 0 | 0 | 3 | 0 |
Net (loss) income | (23,255) | 34,896 | (53,908) | 11,962 |
Marketable debt securities, available-for-sale | ||||
Change in net unrealized gain (loss), net of tax of $0, for the three and nine months ended September 30, 2022 and 2021 | 141 | 0 | (835) | 0 |
Total comprehensive (loss) income | $ (23,114) | $ 34,896 | $ (54,743) | $ 11,962 |
Net (loss) income per share | ||||
Net loss per share — basic (in dollar per share) | $ (0.14) | $ 0.31 | $ (0.33) | $ 0.14 |
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ 0.30 | $ (0.33) | $ 0.14 |
Weighted average shares outstanding | ||||
Weighted average shares outstanding — basic (in shares) | 165,901,000 | 113,797,000 | 164,379,000 | 86,192,000 |
Weighted average shares outstanding — diluted (in shares) | 165,901,000 | 115,932,143 | 164,379,000 | 88,487,345 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Change in net unrealized loss, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Legacy Xos Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 2,762,000 | ||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 7,862 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Payment of subscription receivable | $ 2,430 | ||||
Issuance of Legacy Xos Preferred Stock, including note conversion (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 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 72,277,000 | ||||
Beginning balance at Dec. 31, 2020 | (27,197) | $ 7 | $ 290 | $ (27,494) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Payment of subscription receivable | 306 | 380 | |||
Stock options exercised (in shares) | 206,000 | ||||
Stock 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) | $ 0 |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 2,762,000 | ||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 7,862 | ||||
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 Dec. 31, 2020 | 72,277,000 | ||||
Beginning balance at Dec. 31, 2020 | (27,197) | $ 7 | 290 | (27,494) | |
Ending balance (in shares) at Jun. 30, 2021 | 72,391,000 | ||||
Ending balance at Jun. 30, 2021 | $ (49,819) | $ 7 | 676 | (50,502) | 0 |
Temporary equity, beginning balance (in shares) at Dec. 31, 2020 | 2,762,000 | ||||
Temporary equity, beginning balance at Dec. 31, 2020 | $ 7,862 | ||||
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 | ||||
Beginning balance at Dec. 31, 2020 | (27,197) | $ 7 | 290 | (27,494) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 11,962 | ||||
Total comprehensive income (loss) | 11,962 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 162,905,000 | ||||
Ending balance at Sep. 30, 2021 | $ 161,943 | $ 16 | 177,533 | (15,606) | 0 |
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) | 0 |
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) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Preferred stock warrant exercise (in shares) | 625,000 | ||||
Preferred stock warrant exercise | $ 2,715 | ||||
Conversion of preferred into common shares (in shares) | (52,905,000) | ||||
Conversion of preferred into common shares | $ (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 | ||||
Stock options exercised | 7 | 7 | |||
Conversion of preferred into common shares (in shares) | 52,905,000 | ||||
Conversion of preferred into common shares | 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 common stock (in shares) | 19,600,000 | ||||
Issuance of common stock | 196,000 | $ 2 | 195,998 | ||
Recognition of common stock public and private warrants as liability | (17,891) | (17,891) | |||
Recognition of earn-out interests liability | (101,744) | (101,744) | |||
Stock based compensation expense | 1 | 1 | |||
Net income (loss) | 34,896 | 34,896 | |||
Total comprehensive income (loss) | 34,896 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 162,905,000 | ||||
Ending balance at Sep. 30, 2021 | $ 161,943 | $ 16 | 177,533 | (15,606) | 0 |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | ||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 0 | ||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 163,137,000 | 163,137,000 | |||
Beginning balance at Dec. 31, 2021 | $ 174,393 | $ 16 | 178,851 | (4,093) | (381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 400,000 | ||||
Issuance of common stock (in shares) | 19,000 | ||||
Issuance of common stock | $ 62 | 62 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 133,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (36,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (97) | (97) | |||
Stock based compensation expense | 1,068 | 1,068 | |||
Total comprehensive income (loss) | (22,012) | (21,186) | (826) | ||
Ending balance (in shares) at Mar. 31, 2022 | 163,253,000 | ||||
Ending balance at Mar. 31, 2022 | $ 153,414 | $ 16 | 179,884 | (25,279) | (1,207) |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 0 | ||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 0 | ||||
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 0 | ||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 163,137,000 | 163,137,000 | |||
Beginning balance at Dec. 31, 2021 | $ 174,393 | $ 16 | 178,851 | (4,093) | (381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (53,908) | ||||
Total comprehensive income (loss) | $ (54,743) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 166,432,000 | 166,432,000 | |||
Ending balance at Sep. 30, 2022 | $ 127,814 | $ 17 | 187,014 | (58,001) | (1,216) |
Temporary equity, beginning balance (in shares) at Mar. 31, 2022 | 0 | ||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 0 | ||||
Temporary equity, ending balance (in shares) at Jun. 30, 2022 | 0 | ||||
Temporary equity, ending balance at Jun. 30, 2022 | $ 0 | ||||
Beginning balance (in shares) at Mar. 31, 2022 | 163,253,000 | ||||
Beginning balance at Mar. 31, 2022 | $ 153,414 | $ 16 | 179,884 | (25,279) | (1,207) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 38,693,000 | 385,000 | |||
Stock options exercised | $ 1 | 1 | |||
Issuance of common stock (in shares) | 1,810,000 | ||||
Issuance of common stock | 4,311 | $ 1 | 4,310 | ||
Issuance of common stock for vesting of restricted stock units (in shares) | 89,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (33,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (86) | (86) | |||
Stock based compensation expense | 1,407 | 1,407 | |||
Total comprehensive income (loss) | (9,617) | (9,467) | (150) | ||
Ending balance (in shares) at Jun. 30, 2022 | 165,504,000 | ||||
Ending balance at Jun. 30, 2022 | $ 149,430 | $ 17 | 185,516 | (34,746) | (1,357) |
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 0 | ||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 3,594,000 | 4,000 | |||
Stock options exercised | $ 1 | 1 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 441,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (69,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (111) | (111) | |||
Stock based compensation expense | 1,343 | 1,343 | |||
Conversion of convertible notes (in shares) | 202,000 | ||||
Conversion of convertible notes | 265 | 265 | |||
Issuance of restricted stock (in shares) | 350,000 | ||||
Net income (loss) | (23,255) | ||||
Total comprehensive income (loss) | $ (23,114) | (23,255) | 141 | ||
Ending balance (in shares) at Sep. 30, 2022 | 166,432,000 | 166,432,000 | |||
Ending balance at Sep. 30, 2022 | $ 127,814 | $ 17 | $ 187,014 | $ (58,001) | $ (1,216) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Legacy Xos Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Transaction costs | $ 55,424 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (53,908) | $ 11,962 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,193 | 628 |
Amortization of right-of-use assets | 1,188 | 0 |
Amortization of debt discounts and issuance costs | 76 | 0 |
Amortization of insurance premiums | 362 | 0 |
Inventory write-downs | 5,538 | 0 |
Write off of subscription receivable | 0 | 379 |
Realized loss on debt extinguishment | 0 | 14,104 |
Change in fair value of derivative instruments | (5,158) | (6,030) |
Change in fair value of earn-out shares liability | (24,148) | (48,202) |
Net realized losses on marketable debt securities, available-for-sale | 147 | 0 |
Stock-based compensation expense | 3,751 | 5 |
Other non-cash items | 1,496 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (812) | (175) |
Inventories | (40,150) | (18,967) |
Prepaid expenses and other current assets | (5,831) | (17,784) |
Other assets | (1,094) | (505) |
Accounts payable | (5,399) | 11,300 |
Other liabilities | 17,152 | 150 |
Net cash used in operating activities | (105,597) | (53,135) |
INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (11,898) | (3,343) |
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 87,413 | 0 |
Net cash provided by (used in) investing activities | 75,515 | (3,343) |
FINANCING ACTIVITIES: | ||
Proceeds from reverse merger, net | 0 | 20,721 |
Proceeds from PIPE investment | 0 | 196,000 |
Proceeds from issuance of shares of Legacy Xos Preferred Stock | 0 | 31,757 |
Proceeds from subscription receivable – preferred | 0 | 2,430 |
Proceeds from exercise of Legacy Xos Preferred Stock warrant | 0 | 2,715 |
Proceeds from short-term insurance financing note | 3,627 | 0 |
Payment for short-term insurance financing note | (567) | 0 |
Proceeds from issuance of convertible notes | 54,300 | 0 |
Debt issuance costs | (167) | 0 |
Principal payment of equipment loans | (835) | (126) |
Taxes paid related to net share settlement of stock-based awards | (294) | 0 |
Proceeds from stock option exercises | 2 | 10 |
Proceeds from issuance of common stock under Standby Equity Purchase Agreement | 4,310 | 0 |
Net cash provided by financing activities | 60,376 | 253,507 |
Net increase in cash, cash equivalents and restricted cash | 30,294 | 197,029 |
Cash, cash equivalents and restricted cash, beginning of period | 19,176 | 10,359 |
Cash, cash equivalents and restricted cash, end of period | 49,470 | 207,388 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets: | ||
Cash and cash equivalents | 46,433 | 207,388 |
Restricted cash | 3,037 | 0 |
Total cash, cash equivalents and restricted cash | 49,470 | 207,388 |
Supplemental disclosure of non-cash investing and financing activities | ||
Purchase of property and equipment in accounts payable | 577 | 0 |
ROU assets obtained in exchange for operating lease obligations | 437 | 0 |
Accrued debt issuance costs | 237 | 0 |
Conversion of notes payable and accrued interest to Common Stock | (265) | 0 |
Conversion of notes payable to redeemable convertible preferred stock: | ||
Issuance of Legacy Xos Preferred Stock | 0 | 34,918 |
Conversion of interest payable on convertible notes | 0 | 2,453 |
Conversion of notes payable into Legacy Xos Preferred Stock | 0 | 21,540 |
Fair value adjustment of related party debt at conversion | 0 | 3,763 |
Non-cash activities relating to the reverse merger: | ||
Conversion of Legacy Xos Preferred Stock into Common Stock | 0 | 79,708 |
Assumption of Public and Private Warrants | 0 | 17,891 |
Recognition of earn-out shares liability | 0 | 101,744 |
Transaction costs relating to the reverse merger offset against additional paid-in capital | $ 0 | $ 55,424 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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. Xos manufactures Class 5 to 8 battery-electric commercial vehicles, facilitates fleet transition from traditional internal combustion engine vehicles to electric vehicles, and enables electric fleets to better manage their fleet operations through a portfolio of management tools. 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 Xos Services, Inc. (“Xos Services”, formerly Rivordak, Inc.), the subsidiary holding a California dealer license to sell Xos vehicles, 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, the transactions 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”), were consummated (the “Closing”), whereby 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 its 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. Negative global economic conditions, which the COVID-19 pandemic and the military conflict between Russia and Ukraine have contributed to, have impacted the Company’s 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 the Company’s supply chain management. Despite supply chain disruptions, the Company has continued to source inventory for its vehicles and its 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. Inflation and Other Risks The Company is exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events, and specific asset risks. The U.S. economy is experiencing |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
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”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. 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 Xos Services. 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 and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2021 and 2020 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 30, 2022. 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, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, earn-out shares liability, stock-based compensation, common stock warrant liability and product warranty liability. 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 condensed consolidated financial statements. Reclassifications Certain prior p eriod balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes , including (i) classification of operating expenses in the unaudited condensed consolidated statements of operations and comprehensive loss, (ii) presenting equipment leases as part of other current and non-current liabilities and (iii) classification of amounts comprising p repaid expenses and other current assets as well as other current liabilities as included in Note 5 - Selected Balance Sheet Data . The Company reclassified a portion of its payroll related expenses in general and administrative to sales and marketing and research and development. Additionally, the Company reclassified depreciation expense to general and administrative expense. These reclassifications have no effect on previously reported net loss. Revision of Previously Issued Financial Statements The Company has identified an immaterial prior period revision with respect to the calculation of diluted net loss per share for the three and nine months ended September 30, 2021. The Company identified that they incorrectly adjusted both the numerator for the change in fair value included in earnings and the incremental shares in the denominator when calculating diluted earnings per share for the three months ended September 30, 2021. Adjustments related to public and private placement warrants should have been excluded as they were out-of-the-money and adjustments related to earn-out shares should have been excluded because the earn-out triggering event had not been met. This resulted in a misstatement of dilutive earnings per share on the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. The Company evaluated the effects of this error on our previously-issued condensed consolidated financial statements in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections,” ASC Topic 250-10-S99-1, “Assessing Materiality,” and ASC Topic 250-10-S99-2, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded that no prior period is materially misstated. Accordingly, we have revised our condensed consolidated financial statements for the impacted prior periods herein. The total identified misstatement to net (loss) income per share – diluted for the three and nine months ended September 30, 2021 was $0.38 per share and $0.42 per share, increasing diluted EPS from the reported diluted EPS for the three and nine months ended September 30, 2021 from $(0.08) and $(0.28) per share to the corrected amounts of $0.30 and $0.14 per share, respectively. The misstatement to weighted average shares outstanding (“WASO”) – diluted for the three and nine months ended September 30, 2021 was (32,858,513) shares and (32,698,874) shares, respectively, decreasing WASO – diluted for the three and nine months ended September 30, 2021 from 148,790,656 and 121,186,219 to the corrected amounts of 115,932,143 and 88,487,345, respectively. Refer to Note 17 — Net (Loss) Income per Share in the condensed consolidated financial statements for further details. Inventory and Inventory Valuation The Company’s inventory, which includes raw materials, work in-process, and finished goods, is carried at the lower of cost or net realizable value (“NRV”). Inventory is valued using average costing, as that method accurately reflects the frequency of the Company’s inventory purchases. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on operating capacity. At the end of each reporting period, the Company evaluates whether its inventories are damaged, obsolete, or have material changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. Inventory write-downs are also based on reviews for obsolescence determined primarily by future demand forecasts. If the Company’s inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. The Company reserves for any excess or obsolete inventories when it is believed that the net realizable value of inventories is less than the carrying value. The Company also reviews its inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. At the end of each reporting period, the Company determines the estimated selling price of its inventory based on market conditions. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Warranty Liability Since 2021, the Company provides customers with a product warranty that assures that the products meet standard specifications and are free for periods typically between 2 to 5 years. The Company accrues a warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. Claims incurred in each of the three and nine months ended September 30, 2022 were $32,000 and $38,000 , respectively; no claims were incurred for the year ended December 31, 2021. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of September 30, 2022 and December 31, 2021. The Company did not record warranty liability for the three or nine months ended September 30, 2021 as the product warranty had not been established. The reconciliation of the change in the Company’s warranty liability balances during the three months and nine months ended September 30, 2022 consisted of the following (in thousands) : Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Warranty liability, beginning of period $ 832 $ 177 Reduction in liability (payments) (32) (38) Increase in liability (new warranties) 195 856 Change in estimate (1) $ (411) (411) Warranty liability, end of period $ 584 $ 584 ____________ (1) Relates to new information not previously known at the time of determination of estimated reserve balance. Leases Upon inception of a contract, the Company evaluates if the contract, or part of the contract, contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The lease liability is measured as the present value of the unpaid lease payments, and the ROU asset value is derived from the calculation of the lease liability, including prepaid lease payments, if any. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments do not include (i) variable lease payments other than those that depend on an index or rate, (ii) any guarantee by the lessee of the lessor’s debt, or (iii) any amount allocated to non-lease components, if such election is made upon adoption, per the provisions of ASU 2016-02, Leases. When the Company cannot determine the actual implicit rate in a lease, it uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances, if any, as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company's lease term includes any option to extend the lease when it is reasonably certain to be exercised based on considering all relevant economic factors. Operating expense charges from the lessor are accounted for on an accrual basis. The Company has elected not to separate the lease and non-lease components. The leases have remaining initial terms ranging from less th an 1 year to 4 years. The Company reviews the carrying value of its right-of-use assets for impairment whenever events or changes in circumstances indicate that the recorded value may not be recoverable. Recoverability of assets is measured by comparing the carrying amounts of the assets to the estimated future undiscounted cash flows, excluding financing costs. If the Company determines that an impairment exists, any related impairment loss is estimated based on fair values. Convertible Debt The Company accounts for convertible debt pursuant to ASC 815, Derivatives and Hedging. The Company evaluates convertible debt instruments to determine whether any embedded features require bifurcation and separate periodic valuation. Convertible debt is recorded net of stated discounts as well as debt issuance costs. Debt discounts and issuance costs are amortized over the contractual term of the debt using the effective interest rate method. The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). Recent Accounting Pronouncements Issued and Adopted: ASC 842, Leases : In February 2016, the FASB issued Accounting Standards Update (“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 ROU assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. On January 1, 2022, the Company adopted ASC 842 using the modified retrospective method. The Company has presented financial results and applied its accounting policies for the period beginning January 1, 2022 under ASC 842, while prior period results and accounting policies have not been adjusted and are reflected under legacy GAAP pursuant to ASC 840. In connection with the adoption of ASC 842, the Company performed an analysis of contracts under ASC 840 to ensure proper assessment of leases (or embedded leases) in existence as of January 1, 2022. The Company elected the package of practical expedients permitted under ASC 842, which allows the Company not to reassess 1) whether any expired or existing contracts as of the adoption date are or contain a lease, 2) lease classification for any expired or existing leases as of the adoption date and 3) initial direct costs for any existing leases as of the adoption date. The most significant impact of applying ASC 842 was the recognition of ROU asset and lease liabilities for operating leases in its condensed consolidated balance sheets. On January 1, 2022, the Company recognized an initial operating ROU asset of $7.7 million and associated operating lease liab ilities of $7.7 million . Refer to Note 6 — Leases for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements, as well as its various accounting policies for each lease type. ASU 2020-06: In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies (i) the accounting for convertible financing instruments issued, including preferred stock, (ii) the derivatives scope exception for contracts in an entity’s own equity, and (iii) the calculation of earnings per share. Early adoption is permissible, and the Company elected to early adopt the provisions of the ASU on January 1, 2022 using the modified retrospective method. At the date of adoption, the ASU did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Issued and not yet Adopted: ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13”): In June 2016, the FASB issued ASU 2016-13, which states the Company will be required to use an expected-loss model for its marketable debt securities, available-for sale, which requires that credit losses be presented as an allowance rather than as an impairment write-down. Reversals of credit losses (in situations in which the estimate of credit losses declines) is permitted in the reporting period that the change occurs. Current U.S. GAAP prohibits reflecting reversals of credit losses in current period earnings. At September 30, 2022 , the Company had $59.7 million in marketable debt securities, available for sale which would be subject to this new standard. As of September 30, 2022 , these marketable debt securities, available for sale have an average credit rating of A and no impairment write-downs have been recorded. The Company is currently evaluating the impact of this new standard on its investment policy and investments and does not expect the standard to have a material impact on its financial statements at adoption or in subsequent periods. The Company expects to adopt the new standard effective January 1, 2023 . |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregated revenues by major source during the three and nine months ended September 30, 2022 and 2021 consisted of the following ( in thousands ): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product and service revenue Stepvans & vehicle incentives $ 9,952 $ — $ 25,376 $ 673 Powertrains 382 357 1,052 1,073 Fleet-as-a-Service 285 — 418 — Total product revenue 10,619 357 26,846 1,746 Ancillary revenue 389 — 959 — Total revenues $ 11,008 $ 357 $ 27,805 $ 1,746 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory amounted to $66.3 million and $30.9 million, respectively, as of September 30, 2022 and December 31, 2021 and consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Raw materials $ 47,841 $ 20,382 Work in process 15,440 10,659 Finished goods 9,622 901 Inventories, gross of reserves 72,903 31,942 Less: inventory reserves (6,597) (1,059) Inventories, net $ 66,306 $ 30,883 Inventory as of September 30, 2022 and December 31, 2021 was comprised of raw materials, work in progress related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders, new vehicles available for sale, and new vehicles awaiting final pre-delivery quality review inspection. |
Selected Balance Sheet Data
Selected Balance Sheet Data | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Data | Selected Balance Sheet Data Prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 consisted of the following ( in thousands ): September 30, 2022 December 31, 2021 Prepaid inventories $ 11,098 $ 7,303 Prepaid expenses and other (1) 2,779 5,916 Financed insurance premiums 3,265 — Deposits (2) 240 2,783 Assets held for sale 2,672 1,848 Total $ 20,054 $ 17,850 ____________ (1) Primarily relates to prepaid insurance, licenses, subscriptions and other receivables (2) Primarily relates to deposits on equipment purchases Other current liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Accrued expenses and other (1) $ 12,307 $ 4,303 Customer deposits 1,197 899 Warranty liability 584 177 Short-term insurance financing notes 3,060 — Operating lease liabilities, current 1,507 — Finance lease liabilities, current 2,105 482 Total $ 20,760 $ 5,861 ____________ (1) Primarily relates to personnel costs, wages, health benefits, vacation and other accruals Other non-current liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Accrued interest expense, non-current $ 448 $ — Equipment notes payable, non-current 573 — Operating lease liabilities, non-current 5,565 — Finance lease liabilities, non-current 4,628 1,594 Total $ 11,214 $ 1,594 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases A summary of the balances relating to the Company’s lease assets and liabilities as of September 30, 2022 consisted of the following (in thousands) : Balance Sheet Location September 30, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,933 Equipment finance leases Property and equipment, net 8,379 Total Lease Assets $ 15,312 Liabilities Current Operating leases Other current liabilities $ 1,507 Equipment finance leases Other current liabilities 2,105 Sub-total $ 3,612 Non-current Operating leases Other non-current liabilities $ 5,565 Equipment finance leases Other non-current liabilities 4,628 Sub-total $ 10,193 Total Lease Liabilities $ 13,805 Operating Leases The Company has a 5-year office lease on its headquarter facility in Los Angeles, which commenced in January 2022, as well as certain other leases (both short-term and long-term) within the United States. The Company records lease expense on a straight-line basis over the lease term in general and administrative expense and cost of goods sold, depending on the nature and use of the leased asset. Total lease expense for the three months ended September 30, 2022 and 2021 was $0.4 million and $0.2 million, respectively. Total lease expense recorded was $1.3 million and $0.4 million, for the nine months ended September 30, 2022 and 2021, respectively. Lease terms include renewal or termination options that the Company is reasonably certain to exercise. For leases with a term of 12 months or less, the Company has made an accounting policy election to not record a ROU asset and associated lease liability on its unaudited condensed consolidated balance sheet. Total lease expense recorded for these short-term leases for the three and nine months ended September 30, 2022 was not material to the unaudited condensed consolidated balance sheet. Equipment Finance Leases The Company leases certain equipment facilities under finance leases that expire on various dates through 2027. The finance lease cost during the three and nine months ended September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, Income Statement Location 2022 2021 2022 2021 Amortization General and administrative expense $ 223 $ 40 $ 461 $ 88 Interest accretion on finance lease liabilities Other income (expense), net 199 7 291 17 Total $ 422 $ 47 $ 752 $ 105 Supplemental Cash Flow Information, Weighted-Average Remaining Lease Term and Discount Rate The weighted-average remaining lease term and discount rates, as well as supplemental cash flow information for the nine months ended September 30, 2022 consisted of the following ( in thousands for the supplemental cash flow information ): Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,271 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 4.1 years Equipment finance leases 2.7 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 7.3 % Maturity Analysis A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of September 30, 2022 consisted of the following (in thousands) : September 30, 2022 Operating Leases Equipment Finance Leases Total 2022 (remaining three months) $ 463 $ 654 $ 1,117 2023 1,860 2,552 4,412 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 116 157 273 Total future minimum lease payments $ 7,939 $ 7,690 $ 15,629 Less: imputed interest 867 957 1,824 Present value of Lease Liabilities $ 7,072 $ 6,733 $ 13,805 Schedule of future minimum lease payments for operating and finance leases as of December 31, 2021 consisted of the following (in thousands) : December 31, 2021 Operating Leases Equipment Finance Leases Total 2022 $ 1,167 $ 482 $ 1,649 2023 1,158 442 1,600 2024 1,192 386 1,578 2025 1,228 401 1,629 2026 1,265 339 1,604 Thereafter 106 27 133 Total future minimum lease payments $ 6,116 $ 2,077 $ 8,193 |
Leases | Leases A summary of the balances relating to the Company’s lease assets and liabilities as of September 30, 2022 consisted of the following (in thousands) : Balance Sheet Location September 30, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,933 Equipment finance leases Property and equipment, net 8,379 Total Lease Assets $ 15,312 Liabilities Current Operating leases Other current liabilities $ 1,507 Equipment finance leases Other current liabilities 2,105 Sub-total $ 3,612 Non-current Operating leases Other non-current liabilities $ 5,565 Equipment finance leases Other non-current liabilities 4,628 Sub-total $ 10,193 Total Lease Liabilities $ 13,805 Operating Leases The Company has a 5-year office lease on its headquarter facility in Los Angeles, which commenced in January 2022, as well as certain other leases (both short-term and long-term) within the United States. The Company records lease expense on a straight-line basis over the lease term in general and administrative expense and cost of goods sold, depending on the nature and use of the leased asset. Total lease expense for the three months ended September 30, 2022 and 2021 was $0.4 million and $0.2 million, respectively. Total lease expense recorded was $1.3 million and $0.4 million, for the nine months ended September 30, 2022 and 2021, respectively. Lease terms include renewal or termination options that the Company is reasonably certain to exercise. For leases with a term of 12 months or less, the Company has made an accounting policy election to not record a ROU asset and associated lease liability on its unaudited condensed consolidated balance sheet. Total lease expense recorded for these short-term leases for the three and nine months ended September 30, 2022 was not material to the unaudited condensed consolidated balance sheet. Equipment Finance Leases The Company leases certain equipment facilities under finance leases that expire on various dates through 2027. The finance lease cost during the three and nine months ended September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, Income Statement Location 2022 2021 2022 2021 Amortization General and administrative expense $ 223 $ 40 $ 461 $ 88 Interest accretion on finance lease liabilities Other income (expense), net 199 7 291 17 Total $ 422 $ 47 $ 752 $ 105 Supplemental Cash Flow Information, Weighted-Average Remaining Lease Term and Discount Rate The weighted-average remaining lease term and discount rates, as well as supplemental cash flow information for the nine months ended September 30, 2022 consisted of the following ( in thousands for the supplemental cash flow information ): Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,271 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 4.1 years Equipment finance leases 2.7 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 7.3 % Maturity Analysis A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of September 30, 2022 consisted of the following (in thousands) : September 30, 2022 Operating Leases Equipment Finance Leases Total 2022 (remaining three months) $ 463 $ 654 $ 1,117 2023 1,860 2,552 4,412 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 116 157 273 Total future minimum lease payments $ 7,939 $ 7,690 $ 15,629 Less: imputed interest 867 957 1,824 Present value of Lease Liabilities $ 7,072 $ 6,733 $ 13,805 Schedule of future minimum lease payments for operating and finance leases as of December 31, 2021 consisted of the following (in thousands) : December 31, 2021 Operating Leases Equipment Finance Leases Total 2022 $ 1,167 $ 482 $ 1,649 2023 1,158 442 1,600 2024 1,192 386 1,578 2025 1,228 401 1,629 2026 1,265 339 1,604 Thereafter 106 27 133 Total future minimum lease payments $ 6,116 $ 2,077 $ 8,193 |
Recapitalization and Contingent
Recapitalization and Contingent Earn-out Shares Liability | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Recapitalization and Contingent Earn-out Shares Liability | Recapitalization and 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. 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. The Company recognized a gain on the fair value change in earn-out share liability of $6.7 million and $24.1 million in its unaudited condensed consolidated statements of operations during the three and nine months ended September 30, 2022, respectively. 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. |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Convertible Debt Convertible Debentures On August 9, 2022, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”) for the issuance of convertible debentures, convertible into shares of Common Stock subject to certain conditions and limitations, in the principal amount of up to $35.0 million (the “Convertible Debentures”). On August 11, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued to Yorkville a Convertible Debenture in the principal amount of $20.0 million . On September 21, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued to Yorkville an additional Convertible Debenture in the principal amount of $15.0 million . Yorkville will use commercially reasonable efforts to convert $2.0 million during each 30-day period beginning on September 9, 2022, provided that certain conditions are satisfied as of each such period. The Convertible Debentures bear interest at an annual rate of 6.0%, payable at maturity, and have a maturity date of November 11, 2023, which the Company may extend by an additional three months in certain instances. The interest rate will increase to an annual rate of (i) 10.0% upon the occurrence and during the continuance of an event of default, and (ii) 7.5% for so long as “Registration Event” (as defined in the Convertible Debentures) remains in effect in accordance with the Registration Rights Agreement (described below). The Convertible Debentures provide a conversion right, in which any portion of the principal amount of the debt, together with any accrued but unpaid interest, may be converted into the Common Stock at a conversion price equal to the lower of (i) $2.4733 or (ii) 97% of the lowest daily volume weighted average price (“VWAP”) of the Common Stock during the three consecutive trading days immediately preceding the conversion (but not lower than a certain floor price, currently set at $0.96, that is subject to further adjustment in accordance with the terms of the Convertible Debentures). The Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion would result in Yorkville and its affiliates having beneficial ownership of more than 9.99% of the then outstanding shares of Common Stock; provided that this limitation may be waived by the investor upon not less than 65 days’ prior notice to the Company. The Convertible Debentures provide the Company, subject to certain conditions, with a redemption right pursuant to which the Company, upon 10 business days’ prior notice to Yorkville, may redeem, in whole or in part, any of the outstanding principal and interest thereon at a redemption price equal to (i) the principal amount being redeemed, (ii) all accrued and unpaid interest under the applicable Convertible Debenture, and (iii) a redemption premium of 5% of the principal amount being redeemed. The Convertible Debentures include a monthly prepayment provision that is triggered if (i) the daily VWAP of the Company’s Common Stock is less than the floor price, currently set at $0.96, for 5 consecutive trading days or (ii) the Company has issued pursuant to the Convertible Debentures in excess of 95% of the Common Stock available under the Exchange Cap, as defined in the Convertible Debentures. If this provision is triggered, the Company is required to make monthly payments, beginning on the 10th calendar day after the triggering date, of up to $4.0 million of principal (subject to a redemption premium of 5%) plus accrued and unpaid interest, subject to certain conditions. The monthly prepayment requirement will cease if (i) the Company provides Yorkville a reset notice reducing the floor price, limited to no more than 85% of closing price on the trading day immediately prior to the notice and not less than $0.50 or (ii) the daily VWAP is greater than the floor price for 3 consecutive trading days. In the event the monthly prepayment provision was triggered by the issuance in excess of 95% of the Common Stock available under the Exchange Cap, the monthly prepayment requirement will cease on the date the Company has obtained stockholder approval to increase the number of shares of Common Stock available under the Exchange Cap and/or the Exchange Cap no longer applies. The monthly prepayment requirement will cease upon the payment in full of all obligations under the Note. The Company and Yorkville entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company is required to file a registration statement registering the resale by Yorkville of any shares of the Company’s Common Stock issuable upon conversion of the Convertible Debentures. The Company filed the registration statement on September 8, 2022 and received notice of effectiveness on September 19, 2022. The Company accounts for the convertible debt in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Convertible Debentures were analyzed for the identification of material embedded features that meet the criteria for equity treatment and/or bifurcation and must be recorded as a liability. The Company classified the Convertible Debentures as a non-current liability given a maturity date of greater than one year. The Company received proceeds, net of a 2% original issuance discount, of $34.3 million from Yorkville. Debt issuance costs of $(0.3) million were recorded at inception of the debentures. Debt discount and issuance costs are amortized through the maturity date of the debenture using the effective interest rate method. The Convertible Debentures will not be included in the computation of either basic or diluted EPS for the three and nine months ended September 30, 2022 in Note 17 - Net (Loss) Income per Share . This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Convertible Debentures are not included in diluted EPS because the Company reported a net loss from continuing operations for the three and nine month periods ended September 30, 2022; thus, including these financial instruments would have an antidilutive effect on EPS. As of September 30, 2022, the Company had a principal balance of $34.8 million outstanding, net of unamortized debt discount and issuance costs of $0.6 million and $0.2 million, respectively. Amortization of debt discounts and issuance costs, recorded in other income (expense), net, for the three months ended September 30, 2022 totaled $0.1 million. The Company recorded accrued interest expense of $0.2 million in other income (expense), net related to the Convertible Debentures as of September 30, 2022. As of September 30, 2022,Yorkville converted $0.3 million of principal and $15,000 of accrued and unpaid interest into 201,671 shares of Common Stock. Convertible Promissory Note On August 9, 2022, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million. On August 11, 2022, pursuant to the Note Purchase Agreement, the Company sold and issued to Aljomaih $20.0 million in principal amount of a convertible promissory note (the “Original Note”). On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Original Note (as amended and restated, the “Note”) to, among other things, adjust the calculation of the shares of the Company’s common stock issuable as interest, as described further below. The Note Purchase Agreement includes an option to issue and sell additional convertible notes in a principal amount of up to an additional $20.0 million, upon the mutual consent of both parties by November 30, 2022, on terms and conditions to be negotiated in good faith. The Note bears interest at a rate of 10.0% per annum, payable at maturity in validly issued, fully paid and non-assessable shares of Common Stock (“Interest Shares”), unless earlier converted or paid. If the 10-day VWAP ending on the trading day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price (as defined in the Note) or the Company has received the requisite approval from its stockholders, the number of Interest Shares to be issued will be calculated based on the 10-day; otherwise, the number of Interest Shares to be issued will be based on the Nasdaq Minimum Price. The conversion price for the Note will initially be equal to $2.3817 per share, subject to adjustment in some events pursuant to the terms of the Note. The Company will have the right, in its sole discretion and exercisable at its election by sending notice of such exercise to Aljomaih, to irrevocably fix the method of settlement that will apply to all conversions of Notes. Methods of settlement include (i) physical settlement in shares of Common Stock, (ii) cash settlement determined by multiplying the principal being converted by the 10-day VWAP ending on the trading day immediately prior to the conversion date and dividing by the conversion price, or (iii) a combination of Common Stock and cash. The Note may not be converted into shares of Common Stock and Interest Shares may not be issued to the extent (i) such conversion or issuance would result in the investor having beneficial ownership of more than 19.99% of the then outstanding shares of the Company’s Common Stock or (ii) the aggregate number of shares issued would exceed the Authorized Share Cap (as defined in the Note). The Note also includes an optional prepayment feature that provides the Company, on or after August 11, 2024, or as otherwise agreed to between the Company and Aljomaih in writing, the right to prepay the outstanding principal and accrued and unpaid interest, upon written notice not less than 5 trading days prior to exercise of the option, in full or in part and without penalty. The Company accounts for the Note in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, under which the Note was analyzed for the identification of material embedded features that meet the criteria for equity treatment and/or bifurcation and must be recorded as a liability. The Company classified the Note as a non-current liability given a maturity date of greater than one year. The Company received proceeds of $20.0 million from Aljomaih. Debt issuance costs of $0.1 million were recorded at inception of the Note. Debt issuance costs are amortized through the maturity date of the Note using the effective interest rate method. The Note will not be included in the computation of either basic or diluted EPS for the three and nine months ended September 30, 2022 in Note 17 - Net (Loss) Income per Share . This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Note is not included in diluted EPS because the Company reported a net loss from continuing operations for the three and nine month periods ended September 30, 2022; thus, including these financial instruments would have an antidilutive effect on EPS. As of September 30, 2022, the Company had a principal balance of $20.0 million outstanding, net of unamortized debt and issuance costs of $0.1 million. Amortization of debt issuance costs, recorded in other income (expense), net, for the three months ended September 30, 2022 totaled $7,000. The Company recorded accrued interest expense of $0.3 million in other income (expense), net related to the Note as of September 30, 2022. |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Amortized cost, gross unrealized gains/losses in accumulated other comprehensive loss and fair value of marketable debt securities, available-for-sale, by type of security as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 43,759 $ — $ (974) $ 42,785 U.S. treasuries 5,609 — (59) 5,550 Asset-backed security and other 7,865 — (122) 7,743 Non-U.S. government and supranational bonds 3,683 — (61) 3,622 $ 60,916 $ — $ (1,216) $ 59,700 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 71,406 $ — $ (57) $ 71,349 U.S. treasuries 3,415 — (7) 3,408 Asset-backed security and other 2,555 — (4) 2,551 Non-U.S. government and supranational bonds 16,405 1 (19) 16,387 Certificate of deposit 1,001 — — 1,001 $ 94,782 $ 1 $ (87) $ 94,696 Long-term investments: Corporate debt security $ 42,703 $ — $ (246) $ 42,457 U.S. treasuries 2,201 — (5) 2,196 Asset-backed security and other 5,438 — (28) 5,410 Non-U.S. government and supranational bonds 3,769 — (16) 3,753 Certificate of deposit 1,000 — — 1,000 $ 55,111 $ — $ (295) $ 54,816 The Company’s investments in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Less than 12 months 12 months or greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate debt security $ 42,785 $ (974) $ — $ — $ 42,785 $ (974) US treasuries 5,550 (59) — — 5,550 (59) Asset-backed security and other 7,743 (122) — — 7,743 (122) Non-U.S. government and supranational bonds 3,622 (61) — — 3,622 (61) $ 59,700 $ (1,216) $ — $ — $ 59,700 $ (1,216) December 31, 2021 Less than 12 months 12 months or greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate debt security $ 113,806 $ (303) $ — $ — $ 113,806 $ (303) US treasuries 5,604 (12) — — 5,604 (12) Asset-backed security and other 7,961 (32) — — 7,961 (32) Non-U.S. government and supranational bonds 20,140 (34) — — 20,140 (34) Certificates of deposit 2,001 — — — 2,001 — $ 149,512 $ (381) $ — $ — $ 149,512 $ (381) Gross realized gains and gross realized losses from the sales of the Company’s marketable debt securities, available-for-sale for the three and nine months ended September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gross realized gains $ — $ — $ — $ — Gross realized losses $ (78) $ — $ (147) $ — Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of September 30, 2022 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 60,916 $ 59,700 Weighted average contractual maturity 0.5 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of December 31, 2021 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 94,782 $ 94,696 Due after one year through five years 55,111 54,816 $ 149,893 $ 149,512 Weighted average contractual maturity 0.8 years Actual maturities may differ from contractual maturities because certain issuers may have the right or obligation to prepay certain obligations with or without penalties. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
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 Delaware General Corporation Law (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 “Series A Financing’’). The 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 were 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 agreement (Simple Agreement for Future Equity) issued to Elemental Excelerator (the “SAFE Note”). 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 (refer to Note 14). 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. Standby Equity Purchase Agreement On March 23, 2022, the Company entered into a Standby Equity Purchase Agreement (the "SEPA") with Yorkville, whereby the Company has the right, but not the obligation, to sell to Yorkville up to $125.0 million of shares of its Common Stock at its request any time during the 36 months following the execution of the SEPA, subject to certain conditions. The Company expects to use any net proceeds for working capital and general corporate purposes. As consideration for Yorkville’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the purchase agreement, upon execution of the purchase agreement, the Company issued 18,582 shares of Common Stock to Yorkville. Under the Securities Purchase Agreement, the Company agreed not to effect an advance under the SEPA, without the advance mutual consent of both the Company and Yorkville, until the earliest of the date (i) all Convertible Debentures have been repaid or converted into Common Stock or (ii) Yorkville no longer has any right or ability to convert any portion of the Convertible Debentures into Common Stock (collectively, the “Consent Termination Date”). Yorkville agreed to extend the term set forth in the SEPA for a number of days equal to the number of days between the date of the Securities Purchase Agreement and the Consent Termination Date. During the nine months ended September 30, 2022, the Company issued 1,809,515 shares of Common Stock under the SEPA for proceeds of $4.3 million. As of September 30, 2022, the remaining commitment available under the agreement was $120.7 million. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Public and Private Placement Warrants As of September 30, 2022, the Company had 18,613,299 Public Warrants and 219,999 Private Placement Warrants outstanding, with fair values of $2.3 million and $27,000, 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 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 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. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2018 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, 2022, there were 1,680,182 o ptions 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. Stock option activity during the nine months ended September 30, 2022 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2021 — Options outstanding 1,838,759 $ 0.02 $ 0.02 8.22 $ 5,756,797 Granted — — — Exercised 400 0.02 0.02 Forfeited 3,678 0.03 0.02 March 31, 2022 — Options outstanding 1,834,681 $ 0.02 $ 0.02 7.98 $ 5,450,514 Granted — — — Exercised 38,693 0.02 0.04 Forfeited 9,309 0.02 0.03 June 30, 2022 — Options outstanding 1,786,679 $ 0.02 $ 0.02 7.69 $ 3,253,977 Granted — — — Exercised 3,594 0.03 0.02 Forfeited 102,903 0.03 0.03 September 30, 2022 — Options outstanding 1,680,182 $ 0.02 $ 0.02 6.97 $ 1,986,420 September 30, 2022 — Options vested and exercisable 922,555 $ 0.02 $ 0.02 6.45 $ 1,089,950 Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended September 30, 2022 and 2021 were approxi mately $5,000 a nd $0, respectively. The aggregate intrinsic value of options exercised during the nine months ended September 30, 2022 and 2021 were approximately $120,000 and $6,000, respectively. The Company estimates the fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three and nine months ended September 30, 2022 and 2021. 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 non 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, 2022, there were 17,809,461 shares of Common Stock available for issuance under the 2021 Equity Plan. RSU activity during the nine months ended September 30, 2022 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2021 — RSU outstanding 1,844,820 $ 3.79 $ 5,811,183 Granted 1,618,442 2.67 3,960,984 Vested 133,349 3.21 347,382 Forfeited 117,532 3.38 279,746 March 31, 2022 — RSU outstanding 3,212,381 $ 3.27 $ 9,605,019 Granted 724,299 2.51 1,818,247 Vested 88,730 3.48 228,923 Forfeited 208,375 3.14 530,965 June 30, 2022 — RSU outstanding 3,639,575 $ 3.12 $ 6,696,818 Granted 3,408,613 1.83 6,360,099 Vested 450,931 3.52 812,933 Forfeited 785,258 2.59 1,412,500 September 30, 2022 — RSU outstanding 5,811,999 $ 2.41 $ 6,974,399 The Company’s recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022, and 2021 consisted of the following ( in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 106 $ — $ 333 $ — Research and development 171 — 525 — Sales and marketing 211 — 306 — General and administrative 793 1 2,587 5 Total $ 1,281 $ 1 $ 3,751 $ 5 The unamortized stock-based compensation expense was $12.6 million as of September 30, 2022, and weighted average remaining amortization period as of September 30, 2022 was 2.90 years . The aggregate fair value of RSUs that vested w a s $0.8 and $1.4 during the three and nine months ended September 30, 2022, respectively . |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following at September 30, 2022 and December 31, 2021 (in thousands) : September 30, 2022 December 31, 2021 Equipment $ 13,554 $ 5,244 Furniture and fixtures 175 141 Company vehicles 1,155 153 Leasehold improvements 1,393 626 Computers, software and related equipment 1,816 1,289 Construction in progress 3,278 1,444 Property and Equipment, gross 21,371 8,897 Accumulated depreciation (3,348) (1,471) Property and Equipment, net $ 18,023 $ 7,426 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating and Finance Leases Refer to Note 6, Leases for future minimum lease commitments. 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, 2022 and December 31, 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leases property in North Hollywood, California from 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. Rent expense during each of the three months ended September 30, 2022 and 2021 totaled $35,000, respectively. Rent expense during each of the nine months ended September 30, 2022 and 2021 totaled $106,000, respectively. The Company maintains a contract manufacturing relationship with Metalsa S.A. de C.V. and has a contract manufacturing agreement with Fitzge rald Manufacturing Partners. We utilize Metalsa, a Mexico-based automotive supplier, to provide parts and manufacturing services. Metalsa had 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 10 - Equity above). Similarly, we utilize Fitzgerald Manufacturing Partners to provide parts and manufacturing services; the owner is a stockholder of the Company. We also have lease agreements with Fitzgerald Manufacturing Partners, for which we recorded rent expense of $0.2 million and $0.5 million during the three and nine months ended September 30, 2022. No rent expense was recorded for these lease agreements during the three and nine months ended September 30, 2021. 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 was forgiven by the Company during the first quarter of 2021. The Company converted 34 notes payable with outstanding carrying value of $18.9 million from related parties into 19,664,000 preferred shares of Legacy Xos Preferred Stock as described above in Note 10 - Equity . These related parties consisted of the CEO, COO, board members, board advisors, and various trusts whose beneficiaries are relatives of the CEO. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate during each of the three months ended September 30, 2022 and 2021 was 0%, respectively. The effective tax rate during the nine months ended September 30, 2022 and 2021 was (0.01)% and 0%, respectively. State taxes coupled with losses not benefited resulted in an effective tax rate, below the statutory tax rate of 21% for the nine months ended September 30, 2022. The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company does not have any uncertain tax positions that meet this threshold as of September 30, 2022 and December 31, 2021. The Company files income tax returns with the Internal Revenue Service and the taxing authorities of various states. The tax periods 2018 through 2021 remain open in most jurisdictions. The Company is not currently under examination by income tax authorities in any federal or state jurisdiction. At September 30, 2022, the Company's deferred income taxes were in a net asset position mainly due to deferred tax assets generated by net operating losses. The Company assesses the likelihood that its deferred tax assets will be realized. A full review of all positive and negative evidence needs to be considered, including the Company's current and past performance, the market environments in which the Company operates, the utilization of past tax credits, length of carryback and carryforward periods, as well as tax planning strategies that might be implemented. Management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets may not be realized; and accordingly, for the periods ended September 30, 2022 and 2021, the Company has provided a valuation allowance against net US deferred tax assets. |
Net (Loss) Income per Share
Net (Loss) Income per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | Net (Loss) Income per Share Basic and diluted net (loss) income per share during the three and nine months ended September 30, 2022 and 2021 consisted of the following ( in thousands , except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ (23,255) $ 34,896 $ (53,908) $ 11,962 Denominator: Basic Weighted average common shares outstanding — basic 165,901 113,797 164,379 86,192 Basic net (loss) income per share $ (0.14) $ 0.31 $ (0.33) $ 0.14 Diluted Weighted average common shares outstanding from above 165,901 113,797 164,379 86,192 Add: dilutive effect of options — 2,135 — 2,295 Add: dilutive effect of RSUs — — — — Weighted average common shares outstanding 165,901 115,932 164,379 88,487 Diluted net (loss) income per share $ (0.14) $ 0.30 $ (0.33) $ 0.14 Potential outstanding shares that were excluded from the computation of diluted net (loss) income per share because their effect was anti-dilutive as of September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contingent earn-out shares 16,422 16,422 16,422 16,422 Common stock public and private warrants 18,833 18,833 18,833 18,833 Restricted stock units 5,812 — 5,812 — Stock options 1,680 — 1,680 — If-converted common stock from convertible debt 29,519 — 29,519 — As described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies , the following tables set forth the impact of the revisions of the previously filed unaudited Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2021. Net Income (Loss) - Diluted If Corrected As Reported Variance Three Months Ended September 30, 2021 $ 0.30 $ (0.08) $ 0.38 Nine Months Ended September 30, 2021 $ 0.14 $ (0.28) $ 0.42 Weighted Average Shares Outstanding - Diluted If Corrected As Reported Variance Three Months Ended September 30, 2021 115,932 148,791 (32,859) Nine Months Ended September 30, 2021 88,487 121,186 (32,699) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 and cash equivalents, accounts receivable, investments in marketable debt securities, available-for-sale, accounts payable, other current liabilities, public and private placement warrants, and the contingent earn-out shares 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. Assets and liabilities carried at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 31,585 $ 31,585 $ — $ — Corporate debt security 9,247 — 9,247 — $ 40,832 $ 31,585 $ 9,247 $ — Short-Term Investments: U.S. treasuries $ 5,550 $ 5,550 $ — $ — Corporate debt security 42,785 — 42,785 — Asset-backed security and other 7,743 — 7,743 — Non-U.S. government and supranational bonds 3,622 — 3,622 — $ 59,700 $ 5,550 $ 54,150 $ — Total Financial Assets $ 100,532 $ 37,135 $ 63,397 $ — Financial Liabilities: Private Placement Warrants $ 27 $ — $ 27 $ — Public Warrants 2,310 2,310 — — Contingent Earn-out Shares liability 5,150 — — 5,150 Total Financial Liabilities $ 7,487 $ 2,310 $ 27 $ 5,150 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 5,868 $ 5,868 $ — $ — Non-U.S. government and supranational bonds 647 — 647 — Corporate debt security 1,805 — 1,805 — $ 8,320 $ 5,868 $ 2,452 $ — Short-Term Investments: U.S. treasuries $ 3,408 $ 3,408 $ — $ — Corporate debt security 71,349 — 71,349 — Asset-backed security and other 2,551 — 2,551 — Non-U.S. government and supranational bonds 16,387 — 16,387 — Certificate of Deposit 1,001 — 1,001 — $ 94,696 $ 3,408 $ 91,288 $ — Long-Term Investments: U.S. treasuries $ 2,196 $ 2,196 $ — $ — Corporate debt security 42,457 — 42,457 — Asset-backed security and other 5,410 — 5,410 — Non-U.S. government and supranational bonds 3,753 — 3,753 — Certificate of Deposit 1,000 — 1,000 — $ 54,816 $ 2,196 $ 52,620 $ — Total Financial Assets $ 157,832 $ 11,472 $ 146,360 $ — Financial Liabilities: Private Placement Warrants $ 140 $ — $ 140 $ — Public Warrants 7,356 7,356 — — Contingent Earn-out Shares liability 29,240 — — 29,240 Total Financial Liabilities $ 36,736 $ 7,356 $ 140 $ 29,240 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. The changes in the fair value of Level 3 financial liabilities during the three nine months ended September 30, 2022 consisted of the following (in thousands): Three months ended September 30, 2022 Nine months ended September 30, 2022 Fair value, beginning of period $ 11,894 $ 29,240 Recognition of earn-out RSUs (90) 58 Change in fair value during the period (6,654) (24,148) Fair value, end of period $ 5,150 $ 5,150 Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of September 30, 2022: September 30, 2022 Stock price $1.20 Stock price volatility 80.0% Expected term 3.89 years Risk-free interest rate 4.2% |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies - (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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, the transactions 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”), were consummated (the “Closing”), whereby 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 its 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”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. 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 Xos Services. 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 and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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, 2021 and 2020 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 30, 2022. |
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, inventory valuation, incremental borrowing rates for assessing operating and financing lease liabilities, useful lives of property and equipment, earn-out shares liability, stock-based compensation, common stock warrant liability and product warranty liability. 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 condensed consolidated financial statements. |
Reclassifications | Certain prior p eriod balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes , including (i) classification of operating expenses in the unaudited condensed consolidated statements of operations and comprehensive loss, (ii) presenting equipment leases as part of other current and non-current liabilities and (iii) classification of amounts comprising p repaid expenses and other current assets as well as other current liabilities as included in Note 5 - Selected Balance Sheet Data . The Company reclassified a portion of its payroll related expenses in general and administrative to sales and marketing and research and development. Additionally, the Company reclassified depreciation expense to general and administrative expense. These reclassifications have no effect on previously reported net loss. Revision of Previously Issued Financial Statements The Company has identified an immaterial prior period revision with respect to the calculation of diluted net loss per share for the three and nine months ended September 30, 2021. The Company identified that they incorrectly adjusted both the numerator for the change in fair value included in earnings and the incremental shares in the denominator when calculating diluted earnings per share for the three months ended September 30, 2021. Adjustments related to public and private placement warrants should have been excluded as they were out-of-the-money and adjustments related to earn-out shares should have been excluded because the earn-out triggering event had not been met. This resulted in a misstatement of dilutive earnings per share on the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. The Company evaluated the effects of this error on our previously-issued condensed consolidated financial statements in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 250, “Accounting Changes and Error Corrections,” ASC Topic 250-10-S99-1, “Assessing Materiality,” and ASC Topic 250-10-S99-2, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded that no prior period is materially misstated. Accordingly, we have revised our condensed consolidated financial statements for the impacted prior periods herein. The total identified misstatement to net (loss) income per share – diluted for the three and nine months ended September 30, 2021 was $0.38 per share and $0.42 per share, increasing diluted EPS from the reported diluted EPS for the three and nine months ended September 30, 2021 from $(0.08) and $(0.28) per share to the corrected amounts of $0.30 and $0.14 per share, respectively. The misstatement to weighted average shares outstanding (“WASO”) – diluted for the three and nine months ended September 30, 2021 was (32,858,513) shares and (32,698,874) shares, respectively, decreasing WASO – diluted for the three and nine months ended September 30, 2021 from 148,790,656 and 121,186,219 to the corrected amounts of 115,932,143 and 88,487,345, respectively. Refer to Note 17 — Net (Loss) Income per Share in the condensed consolidated financial statements for further details. |
Inventory and Inventory Valuation | The Company’s inventory, which includes raw materials, work in-process, and finished goods, is carried at the lower of cost or net realizable value (“NRV”). Inventory is valued using average costing, as that method accurately reflects the frequency of the Company’s inventory purchases. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on operating capacity. At the end of each reporting period, the Company evaluates whether its inventories are damaged, obsolete, or have material changes in price or other causes, and if so, a loss is recognized in the period in which it occurs. Inventory write-downs are also based on reviews for obsolescence determined primarily by future demand forecasts. If the Company’s inventory on-hand is in excess of future demand forecast, the excess amounts are written-off. The Company reserves for any excess or obsolete inventories when it is believed that the net realizable value of inventories is less than the carrying value. The Company also reviews its inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. NRV is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal, and transportation. At the end of each reporting period, the Company determines the estimated selling price of its inventory based on market conditions. Once inventory is written-down, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. |
Warranty Liability | Since 2021, the Company provides customers with a product warranty that assures that the products meet standard specifications and are free for periods typically between 2 to 5 years. The Company accrues a warranty reserve for the products sold, which includes its best estimate of the projected costs to repair or replace items under warranties and recalls if identified. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history of sales, and changes to its historical or projected warranty experience may cause material changes to the warranty reserve in the future. Claims incurred under the Company’s standard product warranty programs are recorded based on open claims. Claims incurred in each of the three and nine months ended September 30, 2022 were $32,000 and $38,000 , respectively; no claims were incurred for the year ended December 31, 2021. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of September 30, 2022 and December 31, 2021. The Company did not record warranty liability for the three or nine months ended September 30, 2021 as the product warranty had not been established. |
Leases | Upon inception of a contract, the Company evaluates if the contract, or part of the contract, contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The lease liability is measured as the present value of the unpaid lease payments, and the ROU asset value is derived from the calculation of the lease liability, including prepaid lease payments, if any. Lease payments include fixed and in-substance fixed payments, variable payments based on an index or rate, reasonably certain purchase options, termination penalties, fees paid by the lessee to the owners of a special-purpose entity for restructuring the transaction, and probable amounts the lessee will owe under a residual value guarantee. Lease payments do not include (i) variable lease payments other than those that depend on an index or rate, (ii) any guarantee by the lessee of the lessor’s debt, or (iii) any amount allocated to non-lease components, if such election is made upon adoption, per the provisions of ASU 2016-02, Leases. When the Company cannot determine the actual implicit rate in a lease, it uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to its recent debt issuances, if any, as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rate. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company's lease term includes any option to extend the lease when it is reasonably certain to be exercised based on considering all relevant economic factors. Operating expense charges from the lessor are accounted for on an accrual basis. The Company has elected not to separate the lease and non-lease components. The leases have remaining initial terms ranging from less th an 1 year to 4 years. The Company reviews the carrying value of its right-of-use assets for impairment whenever events or changes in circumstances indicate that the recorded value may not be recoverable. Recoverability of assets is measured by comparing the carrying amounts of the assets to the estimated future undiscounted cash flows, excluding financing costs. If the Company determines that an impairment exists, any related impairment loss is estimated based on fair values. |
Convertible Debt | The Company accounts for convertible debt pursuant to ASC 815, Derivatives and Hedging. The Company evaluates convertible debt instruments to determine whether any embedded features require bifurcation and separate periodic valuation. Convertible debt is recorded net of stated discounts as well as debt issuance costs. Debt discounts and issuance costs are amortized over the contractual term of the debt using the effective interest rate method. The Company elected to early adopt Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). |
Recent Accounting Pronouncements Issued and Adopted and Recent Accounting Pronouncements Issued and Not Yet Adopted | ASC 842, Leases : In February 2016, the FASB issued Accounting Standards Update (“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 ROU assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. On January 1, 2022, the Company adopted ASC 842 using the modified retrospective method. The Company has presented financial results and applied its accounting policies for the period beginning January 1, 2022 under ASC 842, while prior period results and accounting policies have not been adjusted and are reflected under legacy GAAP pursuant to ASC 840. In connection with the adoption of ASC 842, the Company performed an analysis of contracts under ASC 840 to ensure proper assessment of leases (or embedded leases) in existence as of January 1, 2022. The Company elected the package of practical expedients permitted under ASC 842, which allows the Company not to reassess 1) whether any expired or existing contracts as of the adoption date are or contain a lease, 2) lease classification for any expired or existing leases as of the adoption date and 3) initial direct costs for any existing leases as of the adoption date. The most significant impact of applying ASC 842 was the recognition of ROU asset and lease liabilities for operating leases in its condensed consolidated balance sheets. On January 1, 2022, the Company recognized an initial operating ROU asset of $7.7 million and associated operating lease liab ilities of $7.7 million . Refer to Note 6 — Leases for further information regarding the impact of the adoption of ASU 2016-02 on the Company's financial statements, as well as its various accounting policies for each lease type. ASU 2020-06: In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies (i) the accounting for convertible financing instruments issued, including preferred stock, (ii) the derivatives scope exception for contracts in an entity’s own equity, and (iii) the calculation of earnings per share. Early adoption is permissible, and the Company elected to early adopt the provisions of the ASU on January 1, 2022 using the modified retrospective method. At the date of adoption, the ASU did not have a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Issued and not yet Adopted: ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13”): In June 2016, the FASB issued ASU 2016-13, which states the Company will be required to use an expected-loss model for its marketable debt securities, available-for sale, which requires that credit losses be presented as an allowance rather than as an impairment write-down. Reversals of credit losses (in situations in which the estimate of credit losses declines) is permitted in the reporting period that the change occurs. Current U.S. GAAP prohibits reflecting reversals of credit losses in current period earnings. At September 30, 2022 , the Company had $59.7 million in marketable debt securities, available for sale which would be subject to this new standard. As of September 30, 2022 , these marketable debt securities, available for sale have an average credit rating of A and no impairment write-downs have been recorded. The Company is currently evaluating the impact of this new standard on its investment policy and investments and does not expect the standard to have a material impact on its financial statements at adoption or in subsequent periods. The Company expects to adopt the new standard effective January 1, 2023 . |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The reconciliation of the change in the Company’s warranty liability balances during the three months and nine months ended September 30, 2022 consisted of the following (in thousands) : Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Warranty liability, beginning of period $ 832 $ 177 Reduction in liability (payments) (32) (38) Increase in liability (new warranties) 195 856 Change in estimate (1) $ (411) (411) Warranty liability, end of period $ 584 $ 584 ____________ (1) Relates to new information not previously known at the time of determination of estimated reserve balance. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregated revenues by major source during the three and nine months ended September 30, 2022 and 2021 consisted of the following ( in thousands ): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product and service revenue Stepvans & vehicle incentives $ 9,952 $ — $ 25,376 $ 673 Powertrains 382 357 1,052 1,073 Fleet-as-a-Service 285 — 418 — Total product revenue 10,619 357 26,846 1,746 Ancillary revenue 389 — 959 — Total revenues $ 11,008 $ 357 $ 27,805 $ 1,746 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory amounted to $66.3 million and $30.9 million, respectively, as of September 30, 2022 and December 31, 2021 and consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Raw materials $ 47,841 $ 20,382 Work in process 15,440 10,659 Finished goods 9,622 901 Inventories, gross of reserves 72,903 31,942 Less: inventory reserves (6,597) (1,059) Inventories, net $ 66,306 $ 30,883 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2022 and December 31, 2021 consisted of the following ( in thousands ): September 30, 2022 December 31, 2021 Prepaid inventories $ 11,098 $ 7,303 Prepaid expenses and other (1) 2,779 5,916 Financed insurance premiums 3,265 — Deposits (2) 240 2,783 Assets held for sale 2,672 1,848 Total $ 20,054 $ 17,850 ____________ (1) Primarily relates to prepaid insurance, licenses, subscriptions and other receivables (2) Primarily relates to deposits on equipment purchases |
Schedule of Other Current Liabilities | Other current liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Accrued expenses and other (1) $ 12,307 $ 4,303 Customer deposits 1,197 899 Warranty liability 584 177 Short-term insurance financing notes 3,060 — Operating lease liabilities, current 1,507 — Finance lease liabilities, current 2,105 482 Total $ 20,760 $ 5,861 ____________ (1) Primarily relates to personnel costs, wages, health benefits, vacation and other accruals |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 December 31, 2021 Accrued interest expense, non-current $ 448 $ — Equipment notes payable, non-current 573 — Operating lease liabilities, non-current 5,565 — Finance lease liabilities, non-current 4,628 1,594 Total $ 11,214 $ 1,594 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease, Cost | A summary of the balances relating to the Company’s lease assets and liabilities as of September 30, 2022 consisted of the following (in thousands) : Balance Sheet Location September 30, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,933 Equipment finance leases Property and equipment, net 8,379 Total Lease Assets $ 15,312 Liabilities Current Operating leases Other current liabilities $ 1,507 Equipment finance leases Other current liabilities 2,105 Sub-total $ 3,612 Non-current Operating leases Other non-current liabilities $ 5,565 Equipment finance leases Other non-current liabilities 4,628 Sub-total $ 10,193 Total Lease Liabilities $ 13,805 (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, Income Statement Location 2022 2021 2022 2021 Amortization General and administrative expense $ 223 $ 40 $ 461 $ 88 Interest accretion on finance lease liabilities Other income (expense), net 199 7 291 17 Total $ 422 $ 47 $ 752 $ 105 |
Schedule of Supplemental Cash Flow Information, Weighted-Average Remaining Lease Term and Discount Rate | The weighted-average remaining lease term and discount rates, as well as supplemental cash flow information for the nine months ended September 30, 2022 consisted of the following ( in thousands for the supplemental cash flow information ): Supplemental cash flow information: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,271 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 4.1 years Equipment finance leases 2.7 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 7.3 % |
Operating Leases, Maturity Analysis Under Topic 842 | A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of September 30, 2022 consisted of the following (in thousands) : September 30, 2022 Operating Leases Equipment Finance Leases Total 2022 (remaining three months) $ 463 $ 654 $ 1,117 2023 1,860 2,552 4,412 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 116 157 273 Total future minimum lease payments $ 7,939 $ 7,690 $ 15,629 Less: imputed interest 867 957 1,824 Present value of Lease Liabilities $ 7,072 $ 6,733 $ 13,805 |
Finance Lease, Liability, Maturity Analysis Under Topic 842 | A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of September 30, 2022 consisted of the following (in thousands) : September 30, 2022 Operating Leases Equipment Finance Leases Total 2022 (remaining three months) $ 463 $ 654 $ 1,117 2023 1,860 2,552 4,412 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 116 157 273 Total future minimum lease payments $ 7,939 $ 7,690 $ 15,629 Less: imputed interest 867 957 1,824 Present value of Lease Liabilities $ 7,072 $ 6,733 $ 13,805 |
Schedule of Future Minimum Lease Payments for Capital Leases | Schedule of future minimum lease payments for operating and finance leases as of December 31, 2021 consisted of the following (in thousands) : December 31, 2021 Operating Leases Equipment Finance Leases Total 2022 $ 1,167 $ 482 $ 1,649 2023 1,158 442 1,600 2024 1,192 386 1,578 2025 1,228 401 1,629 2026 1,265 339 1,604 Thereafter 106 27 133 Total future minimum lease payments $ 6,116 $ 2,077 $ 8,193 |
Schedule of Future Minimum Rental Payments for Operating Leases | Schedule of future minimum lease payments for operating and finance leases as of December 31, 2021 consisted of the following (in thousands) : December 31, 2021 Operating Leases Equipment Finance Leases Total 2022 $ 1,167 $ 482 $ 1,649 2023 1,158 442 1,600 2024 1,192 386 1,578 2025 1,228 401 1,629 2026 1,265 339 1,604 Thereafter 106 27 133 Total future minimum lease payments $ 6,116 $ 2,077 $ 8,193 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Gross Unrealized Gains/Losses In Accumulated Other Comprehensive Loss And Fair Value Of Marketable Debt Securities, Available-For-Sale | Amortized cost, gross unrealized gains/losses in accumulated other comprehensive loss and fair value of marketable debt securities, available-for-sale, by type of security as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 43,759 $ — $ (974) $ 42,785 U.S. treasuries 5,609 — (59) 5,550 Asset-backed security and other 7,865 — (122) 7,743 Non-U.S. government and supranational bonds 3,683 — (61) 3,622 $ 60,916 $ — $ (1,216) $ 59,700 December 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 71,406 $ — $ (57) $ 71,349 U.S. treasuries 3,415 — (7) 3,408 Asset-backed security and other 2,555 — (4) 2,551 Non-U.S. government and supranational bonds 16,405 1 (19) 16,387 Certificate of deposit 1,001 — — 1,001 $ 94,782 $ 1 $ (87) $ 94,696 Long-term investments: Corporate debt security $ 42,703 $ — $ (246) $ 42,457 U.S. treasuries 2,201 — (5) 2,196 Asset-backed security and other 5,438 — (28) 5,410 Non-U.S. government and supranational bonds 3,769 — (16) 3,753 Certificate of deposit 1,000 — — 1,000 $ 55,111 $ — $ (295) $ 54,816 |
Schedule of Marketable Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The Company’s investments in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Less than 12 months 12 months or greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate debt security $ 42,785 $ (974) $ — $ — $ 42,785 $ (974) US treasuries 5,550 (59) — — 5,550 (59) Asset-backed security and other 7,743 (122) — — 7,743 (122) Non-U.S. government and supranational bonds 3,622 (61) — — 3,622 (61) $ 59,700 $ (1,216) $ — $ — $ 59,700 $ (1,216) December 31, 2021 Less than 12 months 12 months or greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate debt security $ 113,806 $ (303) $ — $ — $ 113,806 $ (303) US treasuries 5,604 (12) — — 5,604 (12) Asset-backed security and other 7,961 (32) — — 7,961 (32) Non-U.S. government and supranational bonds 20,140 (34) — — 20,140 (34) Certificates of deposit 2,001 — — — 2,001 — $ 149,512 $ (381) $ — $ — $ 149,512 $ (381) |
Schedule of Realized Gain (Loss) | Gross realized gains and gross realized losses from the sales of the Company’s marketable debt securities, available-for-sale for the three and nine months ended September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Gross realized gains $ — $ — $ — $ — Gross realized losses $ (78) $ — $ (147) $ — |
Schedule of Amortized Cost And Fair Value Of Marketable Debt Securities, Available-For-Sale By Contractual Maturity | Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of September 30, 2022 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 60,916 $ 59,700 Weighted average contractual maturity 0.5 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of December 31, 2021 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 94,782 $ 94,696 Due after one year through five years 55,111 54,816 $ 149,893 $ 149,512 Weighted average contractual maturity 0.8 years |
Compensation Related Costs, Sha
Compensation Related Costs, Share Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock option activity | Stock option activity during the nine months ended September 30, 2022 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2021 — Options outstanding 1,838,759 $ 0.02 $ 0.02 8.22 $ 5,756,797 Granted — — — Exercised 400 0.02 0.02 Forfeited 3,678 0.03 0.02 March 31, 2022 — Options outstanding 1,834,681 $ 0.02 $ 0.02 7.98 $ 5,450,514 Granted — — — Exercised 38,693 0.02 0.04 Forfeited 9,309 0.02 0.03 June 30, 2022 — Options outstanding 1,786,679 $ 0.02 $ 0.02 7.69 $ 3,253,977 Granted — — — Exercised 3,594 0.03 0.02 Forfeited 102,903 0.03 0.03 September 30, 2022 — Options outstanding 1,680,182 $ 0.02 $ 0.02 6.97 $ 1,986,420 September 30, 2022 — Options vested and exercisable 922,555 $ 0.02 $ 0.02 6.45 $ 1,089,950 |
Restricted Stock Units (RSUs) Activity | RSU activity during the nine months ended September 30, 2022 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2021 — RSU outstanding 1,844,820 $ 3.79 $ 5,811,183 Granted 1,618,442 2.67 3,960,984 Vested 133,349 3.21 347,382 Forfeited 117,532 3.38 279,746 March 31, 2022 — RSU outstanding 3,212,381 $ 3.27 $ 9,605,019 Granted 724,299 2.51 1,818,247 Vested 88,730 3.48 228,923 Forfeited 208,375 3.14 530,965 June 30, 2022 — RSU outstanding 3,639,575 $ 3.12 $ 6,696,818 Granted 3,408,613 1.83 6,360,099 Vested 450,931 3.52 812,933 Forfeited 785,258 2.59 1,412,500 September 30, 2022 — RSU outstanding 5,811,999 $ 2.41 $ 6,974,399 |
Schedule of recognized stock-based compensation expense in the consolidated statements of operations and comprehensive income (loss) | The Company’s recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss during the three and nine months ended September 30, 2022, and 2021 consisted of the following ( in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of goods sold $ 106 $ — $ 333 $ — Research and development 171 — 525 — Sales and marketing 211 — 306 — General and administrative 793 1 2,587 5 Total $ 1,281 $ 1 $ 3,751 $ 5 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following at September 30, 2022 and December 31, 2021 (in thousands) : September 30, 2022 December 31, 2021 Equipment $ 13,554 $ 5,244 Furniture and fixtures 175 141 Company vehicles 1,155 153 Leasehold improvements 1,393 626 Computers, software and related equipment 1,816 1,289 Construction in progress 3,278 1,444 Property and Equipment, gross 21,371 8,897 Accumulated depreciation (3,348) (1,471) Property and Equipment, net $ 18,023 $ 7,426 |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | Basic and diluted net (loss) income per share during the three and nine months ended September 30, 2022 and 2021 consisted of the following ( in thousands , except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ (23,255) $ 34,896 $ (53,908) $ 11,962 Denominator: Basic Weighted average common shares outstanding — basic 165,901 113,797 164,379 86,192 Basic net (loss) income per share $ (0.14) $ 0.31 $ (0.33) $ 0.14 Diluted Weighted average common shares outstanding from above 165,901 113,797 164,379 86,192 Add: dilutive effect of options — 2,135 — 2,295 Add: dilutive effect of RSUs — — — — Weighted average common shares outstanding 165,901 115,932 164,379 88,487 Diluted net (loss) income per share $ (0.14) $ 0.30 $ (0.33) $ 0.14 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential outstanding shares that were excluded from the computation of diluted net (loss) income per share because their effect was anti-dilutive as of September 30, 2022 and 2021 consisted of the following (in thousands) : Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Contingent earn-out shares 16,422 16,422 16,422 16,422 Common stock public and private warrants 18,833 18,833 18,833 18,833 Restricted stock units 5,812 — 5,812 — Stock options 1,680 — 1,680 — If-converted common stock from convertible debt 29,519 — 29,519 — |
Schedule of Error Corrections and Prior Period Adjustments | As described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies , the following tables set forth the impact of the revisions of the previously filed unaudited Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2021. Net Income (Loss) - Diluted If Corrected As Reported Variance Three Months Ended September 30, 2021 $ 0.30 $ (0.08) $ 0.38 Nine Months Ended September 30, 2021 $ 0.14 $ (0.28) $ 0.42 Weighted Average Shares Outstanding - Diluted If Corrected As Reported Variance Three Months Ended September 30, 2021 115,932 148,791 (32,859) Nine Months Ended September 30, 2021 88,487 121,186 (32,699) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value of a recurring basis | Assets and liabilities carried at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 31,585 $ 31,585 $ — $ — Corporate debt security 9,247 — 9,247 — $ 40,832 $ 31,585 $ 9,247 $ — Short-Term Investments: U.S. treasuries $ 5,550 $ 5,550 $ — $ — Corporate debt security 42,785 — 42,785 — Asset-backed security and other 7,743 — 7,743 — Non-U.S. government and supranational bonds 3,622 — 3,622 — $ 59,700 $ 5,550 $ 54,150 $ — Total Financial Assets $ 100,532 $ 37,135 $ 63,397 $ — Financial Liabilities: Private Placement Warrants $ 27 $ — $ 27 $ — Public Warrants 2,310 2,310 — — Contingent Earn-out Shares liability 5,150 — — 5,150 Total Financial Liabilities $ 7,487 $ 2,310 $ 27 $ 5,150 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 5,868 $ 5,868 $ — $ — Non-U.S. government and supranational bonds 647 — 647 — Corporate debt security 1,805 — 1,805 — $ 8,320 $ 5,868 $ 2,452 $ — Short-Term Investments: U.S. treasuries $ 3,408 $ 3,408 $ — $ — Corporate debt security 71,349 — 71,349 — Asset-backed security and other 2,551 — 2,551 — Non-U.S. government and supranational bonds 16,387 — 16,387 — Certificate of Deposit 1,001 — 1,001 — $ 94,696 $ 3,408 $ 91,288 $ — Long-Term Investments: U.S. treasuries $ 2,196 $ 2,196 $ — $ — Corporate debt security 42,457 — 42,457 — Asset-backed security and other 5,410 — 5,410 — Non-U.S. government and supranational bonds 3,753 — 3,753 — Certificate of Deposit 1,000 — 1,000 — $ 54,816 $ 2,196 $ 52,620 $ — Total Financial Assets $ 157,832 $ 11,472 $ 146,360 $ — Financial Liabilities: Private Placement Warrants $ 140 $ — $ 140 $ — Public Warrants 7,356 7,356 — — Contingent Earn-out Shares liability 29,240 — — 29,240 Total Financial Liabilities $ 36,736 $ 7,356 $ 140 $ 29,240 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. |
Liabilities measured at fair value of a recurring basis | Assets and liabilities carried at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands) : September 30, 2022 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 31,585 $ 31,585 $ — $ — Corporate debt security 9,247 — 9,247 — $ 40,832 $ 31,585 $ 9,247 $ — Short-Term Investments: U.S. treasuries $ 5,550 $ 5,550 $ — $ — Corporate debt security 42,785 — 42,785 — Asset-backed security and other 7,743 — 7,743 — Non-U.S. government and supranational bonds 3,622 — 3,622 — $ 59,700 $ 5,550 $ 54,150 $ — Total Financial Assets $ 100,532 $ 37,135 $ 63,397 $ — Financial Liabilities: Private Placement Warrants $ 27 $ — $ 27 $ — Public Warrants 2,310 2,310 — — Contingent Earn-out Shares liability 5,150 — — 5,150 Total Financial Liabilities $ 7,487 $ 2,310 $ 27 $ 5,150 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2021 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 5,868 $ 5,868 $ — $ — Non-U.S. government and supranational bonds 647 — 647 — Corporate debt security 1,805 — 1,805 — $ 8,320 $ 5,868 $ 2,452 $ — Short-Term Investments: U.S. treasuries $ 3,408 $ 3,408 $ — $ — Corporate debt security 71,349 — 71,349 — Asset-backed security and other 2,551 — 2,551 — Non-U.S. government and supranational bonds 16,387 — 16,387 — Certificate of Deposit 1,001 — 1,001 — $ 94,696 $ 3,408 $ 91,288 $ — Long-Term Investments: U.S. treasuries $ 2,196 $ 2,196 $ — $ — Corporate debt security 42,457 — 42,457 — Asset-backed security and other 5,410 — 5,410 — Non-U.S. government and supranational bonds 3,753 — 3,753 — Certificate of Deposit 1,000 — 1,000 — $ 54,816 $ 2,196 $ 52,620 $ — Total Financial Assets $ 157,832 $ 11,472 $ 146,360 $ — Financial Liabilities: Private Placement Warrants $ 140 $ — $ 140 $ — Public Warrants 7,356 7,356 — — Contingent Earn-out Shares liability 29,240 — — 29,240 Total Financial Liabilities $ 36,736 $ 7,356 $ 140 $ 29,240 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. |
Schedule of Changes on Fair Value of Financial Liabilities | The changes in the fair value of Level 3 financial liabilities during the three nine months ended September 30, 2022 consisted of the following (in thousands): Three months ended September 30, 2022 Nine months ended September 30, 2022 Fair value, beginning of period $ 11,894 $ 29,240 Recognition of earn-out RSUs (90) 58 Change in fair value during the period (6,654) (24,148) Fair value, end of period $ 5,150 $ 5,150 |
Fair Value Measurement Inputs and Valuation Techniques | Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of September 30, 2022: September 30, 2022 Stock price $1.20 Stock price volatility 80.0% Expected term 3.89 years Risk-free interest rate 4.2% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Net loss per share — diluted variance (in dollar per share) | $ 0.38 | $ 0.42 | ||||
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ 0.30 | $ (0.33) | $ 0.14 | ||
Weighted average shares outstanding — diluted variance (in shares) | (32,858,513) | (32,698,874) | ||||
Weighted average shares outstanding — diluted (in shares) | 165,901,000 | 115,932,143 | 164,379,000 | 88,487,345 | ||
Reduction in liability (payments) | $ 32,000 | $ 38,000 | $ 0 | |||
Warranty liability | 584,000 | $ 0 | 584,000 | $ 0 | 177,000 | $ 832,000 |
Operating lease right-of-use assets, net | 6,933,000 | 6,933,000 | 0 | |||
Operating lease liabilities | 7,072,000 | 7,072,000 | ||||
Accounting Standards Update 2016-13 | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Debt securities, available-for-sale | $ 59,700,000 | 59,700,000 | ||||
Other-than-temporary impairment loss, debt securities, available-for-sale | $ 0 | |||||
Cumulative Effect, Period of Adoption, Adjustment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease right-of-use assets, net | 7,700,000 | |||||
Operating lease liabilities | $ 7,700,000 | |||||
Minimum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Standard product warranty, period of warranty | 2 years | |||||
Remaining lease term | 1 year | 1 year | ||||
Maximum | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Standard product warranty, period of warranty | 5 years | |||||
Remaining lease term | 4 years | 4 years | ||||
Revision of Prior Period, Error Correction, Adjustment | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Net loss per share — diluted (in dollar per share) | $ (0.08) | $ (0.28) | ||||
Weighted average shares outstanding — diluted (in shares) | 148,790,656 | 121,186,219 |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | |||
Warranty liability, beginning of period | $ 832 | $ 177 | |
Reduction in liability (payments) | (32) | (38) | $ 0 |
Increase in liability (new warranties) | 195 | 856 | |
Change in estimate | (411) | (411) | |
Warranty liability, end of period | $ 584 | $ 584 | $ 177 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenues by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Ancillary revenue | $ 389 | $ 0 | $ 959 | $ 0 |
Revenues | 11,008 | 357 | 27,805 | 1,746 |
Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 10,619 | 357 | 26,846 | 1,746 |
Stepvans & vehicle incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,952 | 0 | 1,052 | 1,073 |
Powertrains | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 382 | 357 | 25,376 | 673 |
Fleet-as-a-Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 285 | $ 0 | $ 418 | $ 0 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventories, net | $ 66,306 | $ 30,883 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 47,841 | $ 20,382 |
Work in process | 15,440 | 10,659 |
Finished goods | 9,622 | 901 |
Inventories, gross of reserves | 72,903 | 31,942 |
Less: inventory reserves | (6,597) | (1,059) |
Inventories, net | $ 66,306 | $ 30,883 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 11,098 | $ 7,303 |
Prepaid expenses and other | 2,779 | 5,916 |
Financed insurance premiums | 3,265 | 0 |
Deposits | 240 | 2,783 |
Assets held for sale | 2,672 | 1,848 |
Total | $ 20,054 | $ 17,850 |
Selected Balance Sheet Data - O
Selected Balance Sheet Data - Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses and other | $ 12,307 | $ 4,303 |
Customer deposits | 1,197 | 899 |
Warranty liability | 584 | 177 |
Short-term insurance financing notes | 3,060 | 0 |
Operating lease liabilities, current | 1,507 | 0 |
Finance lease liabilities, current | 2,105 | 482 |
Total | $ 20,760 | $ 5,861 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest expense, non-current | $ 448 | $ 0 |
Equipment notes payable, non-current | 573 | 0 |
Operating leases | 5,565 | 0 |
Equipment finance leases | 4,628 | 1,594 |
Total | $ 11,214 | $ 1,594 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 6,933 | $ 0 |
Equipment finance leases | 8,379 | |
Total Lease Assets | $ 15,312 | |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Property and equipment, net | |
Current | ||
Operating Lease, Liability, Current | $ 1,507 | 0 |
Finance Lease, Liability, Current | 2,105 | 482 |
Sub-total | $ 3,612 | |
Operating lease, liability, current, statement of financial position [extensible enumeration] | Other current liabilities | |
Finance lease, liability, current, statement of financial position [extensible enumeration] | Other current liabilities | |
Non-current | ||
Operating leases | $ 5,565 | 0 |
Equipment finance leases | 4,628 | $ 1,594 |
Sub-total | $ 10,193 | |
Operating lease, liability, noncurrent, statement of financial position [extensible enumeration] | Other non-current liabilities | |
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Other non-current liabilities | |
Total Lease Liabilities | $ 13,805 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease, term of contract | 5 years | 5 years | ||
Rent expense | $ 0.4 | $ 1.3 | ||
Operating leases, rent expense, net | $ 0.2 | $ 0.4 |
Leases - Finance Lease Cost (De
Leases - Finance Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Amortization | $ 223 | $ 40 | $ 461 | $ 88 |
Interest accretion on finance lease liabilities | 199 | 7 | 291 | 17 |
Total | $ 422 | $ 47 | $ 752 | $ 105 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,271 | |
ROU assets obtained in exchange for operating lease obligations | $ 437 | $ 0 |
Weighted average remaining lease term: | ||
Real estate operating lease, weighted average remaining lease term | 4 years 1 month 6 days | |
Equipment finance leases, weighted average remaining lease term | 2 years 8 months 12 days | |
Weighted average discount rate: | ||
Real estate operating lease - IBR, weighted average discount rate, percent | 5.50% | |
Equipment finance leases - rate implicit in the lease, weighted average discount rate, percent | 7.30% |
Leases - Future Lease Liability
Leases - Future Lease Liability Payments Under Topic 842 (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating Leases | |
2022 (remaining three months) | $ 463 |
2023 | 1,860 |
2024 | 1,907 |
2025 | 1,962 |
2026 | 1,631 |
Thereafter | 116 |
Total future minimum lease payments | 7,939 |
Less: imputed interest | 867 |
Present value of Lease Liabilities | 7,072 |
Equipment Finance Leases | |
2022 (remaining three months) | 654 |
2023 | 2,552 |
2024 | 2,467 |
2025 | 1,362 |
2026 | 498 |
Thereafter | 157 |
Total future minimum lease payments | 7,690 |
Less: imputed interest | 957 |
Present value of Lease Liabilities | 6,733 |
2022 (remaining three months) | 1,117 |
2023 | 4,412 |
2024 | 4,374 |
2025 | 3,324 |
2026 | 2,129 |
Thereafter | 273 |
Total future minimum lease payments | 15,629 |
Less: imputed interest | 1,824 |
Present value of Lease Liabilities | $ 13,805 |
Leases - Future Lease Liabili_2
Leases - Future Lease Liability Payments Under Topic 840 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases | |
2022 | $ 1,167 |
2023 | 1,158 |
2024 | 1,192 |
2025 | 1,228 |
2026 | 1,265 |
Thereafter | 106 |
Total future minimum lease payments | 6,116 |
Equipment Finance Leases | |
2022 | 482 |
2023 | 442 |
2024 | 386 |
2025 | 401 |
2026 | 339 |
Thereafter | 27 |
Total future minimum lease payments | 2,077 |
2022 | 1,649 |
2023 | 1,600 |
2024 | 1,578 |
2025 | 1,629 |
2026 | 1,604 |
Thereafter | 133 |
Total future minimum lease payments | $ 8,193 |
Recapitalization and Continge_2
Recapitalization and Contingent Earn-out Shares Liability - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 20, 2021 USD ($) day boardOfDirector $ / shares shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Schedule Of Recapitalization [Line Items] | ||||||
Board of directors, maximum authorized members | boardOfDirector | 9 | |||||
Number of Board of director members | boardOfDirector | 6 | |||||
Recapitalization exchange ratio | 1.956440 | |||||
Stock issued during period, shares, reverse recapitalization (in shares) | shares | 142,584,621 | |||||
Sale of stock, number of shares issued in transaction (in shares) | 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 | |||||
Earn-out shares liability | $ | 101,700 | $ 5,150 | $ 5,150 | $ 29,240 | ||
Warrants liabilitites | $ | $ 17,900 | |||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 16,200,000 | |||||
Change in fair value of earn-out shares liability | $ | $ 6,654 | $ 48,202 | $ 24,148 | $ 48,202 | ||
Derivative Instrument, Tranche One | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | 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) | 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) | 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) | shares | 261,000 | |||||
Founders | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 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 Warrants | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Number of warrants issued (in shares) | shares | 12,499,964 | 18,613,299 | 18,613,299 | |||
Warrants liabilitites | $ | $ 2,300 | $ 2,300 | ||||
Private Placement Warrants | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Number of warrants issued (in shares) | shares | 6,333,334 | 219,999 | 219,999 | |||
Warrants liabilitites | $ | $ 27 | $ 27 | ||||
NextGen | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Payments of stock issuance costs | $ | $ 11,200 |
Convertible Debt - Narrative (D
Convertible Debt - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Nov. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 19, 2022 USD ($) | Sep. 09, 2022 USD ($) | Aug. 11, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) vehicle $ / shares | Sep. 30, 2021 USD ($) | Sep. 21, 2022 USD ($) | Aug. 09, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000 | $ 15,000 | $ 35,000 | |||||||
Conversion of notes payable into Legacy Xos Preferred Stock | $ 0 | $ 21,540 | ||||||||
Temporary equity, conversion of convertible securities | $ 2,000 | |||||||||
Debt conversion period | 30 days | |||||||||
Interest rate, stated percentage | 10% | 10% | 10% | |||||||
Convertible debt remaining percent | 0.075 | |||||||||
Common stock at a conversion price (in dollars per share) | $ / shares | $ 2.4733 | |||||||||
Lowest daily volume weighted average price | 97% | 97% | 97% | |||||||
Principal amount of convertible promissory note | $ 20,000 | |||||||||
Common stock floor price | $ / shares | $ 0.50 | $ 0.50 | $ 0.50 | |||||||
Issuance of convertible debt percentage | 10% | |||||||||
Debt issued to investor | $ 34,300 | $ 20,000 | $ 54,300 | $ 0 | ||||||
Vested period | 10 days | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.3817 | $ 2.3817 | $ 2.3817 | |||||||
Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Beneficial ownership percentage | 9.99% | 9.99% | 9.99% | |||||||
Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, additional issuance of convertible of debt | $ 20,000 | |||||||||
Convertible Debentures | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 6% | 6% | 6% | |||||||
Principal plus accrued and unpaid interest | $ 15 | $ 4,000 | ||||||||
Common stock available under the exchange cap | 0.95 | |||||||||
Percentage of net original issuance discount | 2% | 2% | 2% | |||||||
Debt issuance costs | $ (200) | $ (300) | $ (200) | $ (200) | ||||||
Redemption price percentage | 5% | |||||||||
Common stock floor price | $ / shares | $ 0.96 | $ 0.96 | $ 0.96 | |||||||
Debt convertible consecutive trading day | vehicle | 5 | |||||||||
Issuance of convertible debt percentage | 95% | |||||||||
Closing price of debt | 85% | 85% | 85% | |||||||
Unamortized debt discount | $ 34,800 | $ 34,800 | $ 34,800 | |||||||
Amortization of debt issuance costs | 100 | 600 | ||||||||
Accrued interest expense | 200 | 200 | 200 | |||||||
Issuance of Legacy Xos Preferred Stock | $ (300) | |||||||||
Unpaid interest in to common shares | shares | 201,671 | |||||||||
Convertible Promissory Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000 | 20,000 | 20,000 | |||||||
Debt issuance costs | (100) | (100) | (100) | |||||||
Amortization of debt issuance costs | 7 | 100 | ||||||||
Accrued interest expense | $ 300 | $ 300 | $ 300 | |||||||
Convertible Promissory Note | Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Beneficial ownership percentage | 19.99% | 19.99% | 19.99% |
Investments - Amortized Cost, G
Investments - Amortized Cost, Gross Unrealized Gains/Losses In Accumulated Other Comprehensive Loss And Fair Value Of Marketable Debt Securities, Available-For-Sale (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short-term investments: | ||
Amortized Cost | $ 60,916 | $ 94,782 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (1,216) | (87) |
Marketable debt securities, available-for-sale — short-term | 59,700 | 94,696 |
Long-term investments: | ||
Amortized Cost | 55,111 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (295) | |
Marketable debt securities, available-for-sale — long-term | 0 | 54,816 |
Corporate debt security | ||
Short-term investments: | ||
Amortized Cost | 43,759 | 71,406 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (974) | (57) |
Marketable debt securities, available-for-sale — short-term | 42,785 | 71,349 |
Long-term investments: | ||
Amortized Cost | 42,703 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (246) | |
Marketable debt securities, available-for-sale — long-term | 42,457 | |
U.S. treasuries | ||
Short-term investments: | ||
Amortized Cost | 5,609 | 3,415 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (59) | (7) |
Marketable debt securities, available-for-sale — short-term | 5,550 | 3,408 |
Long-term investments: | ||
Amortized Cost | 2,201 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (5) | |
Marketable debt securities, available-for-sale — long-term | 2,196 | |
Asset-backed security and other | ||
Short-term investments: | ||
Amortized Cost | 7,865 | 2,555 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (122) | (4) |
Marketable debt securities, available-for-sale — short-term | 7,743 | 2,551 |
Long-term investments: | ||
Amortized Cost | 5,438 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (28) | |
Marketable debt securities, available-for-sale — long-term | 5,410 | |
Non-U.S. government and supranational bonds | ||
Short-term investments: | ||
Amortized Cost | 3,683 | 16,405 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (61) | (19) |
Marketable debt securities, available-for-sale — short-term | $ 3,622 | 16,387 |
Long-term investments: | ||
Amortized Cost | 3,769 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (16) | |
Marketable debt securities, available-for-sale — long-term | 3,753 | |
Certificate of deposit | ||
Short-term investments: | ||
Amortized Cost | 1,001 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Marketable debt securities, available-for-sale — short-term | 1,001 | |
Long-term investments: | ||
Amortized Cost | 1,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Marketable debt securities, available-for-sale — long-term | $ 1,000 |
Investments - Continuous Unreal
Investments - Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | $ 59,700 | $ 149,512 |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | (1,216) | (381) |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | 0 |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Marketable debt securities, unrealized loss position | 59,700 | 149,512 |
Marketable debt securities, unrealized loss position, accumulated loss | (1,216) | (381) |
Corporate debt security | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | 42,785 | 113,806 |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | (974) | (303) |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | 0 |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Marketable debt securities, unrealized loss position | 42,785 | 113,806 |
Marketable debt securities, unrealized loss position, accumulated loss | (974) | (303) |
U.S. treasuries | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | 5,550 | 5,604 |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | (59) | (12) |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | 0 |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Marketable debt securities, unrealized loss position | 5,550 | 5,604 |
Marketable debt securities, unrealized loss position, accumulated loss | (59) | (12) |
Asset-backed security and other | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | 7,743 | 7,961 |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | (122) | (32) |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | 0 |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Marketable debt securities, unrealized loss position | 7,743 | 7,961 |
Marketable debt securities, unrealized loss position, accumulated loss | (122) | (32) |
Non-U.S. government and supranational bonds | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | 3,622 | 20,140 |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | (61) | (34) |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | 0 |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Marketable debt securities, unrealized loss position | 3,622 | 20,140 |
Marketable debt securities, unrealized loss position, accumulated loss | $ (61) | (34) |
Certificate of deposit | ||
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items] | ||
Marketable debt securities, continuous unrealized loss position, less than 12 months | 2,001 | |
Marketable debt securities, continuous unrealized loss position, less than 12 months, accumulated loss | 0 | |
Marketable debt securities, continuous unrealized loss position, 12 months or longer | 0 | |
Marketable debt securities, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | |
Marketable debt securities, unrealized loss position | 2,001 | |
Marketable debt securities, unrealized loss position, accumulated loss | $ 0 |
Investments - Gross Realized Ga
Investments - Gross Realized Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gains | $ 0 | $ 0 | $ 0 | $ 0 |
Gross realized losses | $ (78) | $ 0 | $ (147) | $ 0 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Marketable Debt Securities, Available-for-sale by Contractual Maturity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Amortized Cost | ||
Due in one year or less | $ 60,916 | $ 94,782 |
Due after one year through five years | 55,111 | |
Total, amortized cost | 149,893 | |
Fair Value | ||
Due in one year or less | $ 59,700 | 94,696 |
Due after one year through five years | 54,816 | |
Total, fair value | $ 149,512 | |
Weighted average contractual maturity | 6 months | 9 months 18 days |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 09, 2022 USD ($) | Mar. 23, 2022 USD ($) shares | Aug. 20, 2021 USD ($) shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Stockholders' Equity And Temporary Equity [Line Items] | |||||||||
Stock authorized (in shares) | 1,010,000,000 | 1,010,000,000 | |||||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of votes per share | vote | 1 | 1 | |||||||
Issuance of preferred shares (in shares) | 49,518,000 | ||||||||
Issuance of Legacy Xos Preferred Stock, including note conversion | $ | $ 66,701 | ||||||||
Temporary equity, conversion of convertible securities | $ | $ 2,000 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 196,000 | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 19,600,000 | ||||||||
Standby Equity Purchase Agreement | |||||||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ | $ 4,300 | $ 4,300 | |||||||
Request period in force | 36 months | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 18,582 | 1,809,515 | 1,809,515 | ||||||
Remaining commitment amount available | $ | $ 120,700 | ||||||||
Sale of Stock, Maximum Consideration To Be Received on Transaction | $ | $ 125,000 | ||||||||
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) | 1,411,764 | 3,739,846 | |||||||
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 | $ | $ 9,600 | $ 31,800 | |||||||
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% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) day $ / shares shares | Aug. 20, 2021 USD ($) shares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Warrants outstanding fair value | $ | $ 17,900 | |
Redemption, stock price threshold (in dollars per share) | $ 0.50 | |
Threshold consecutive trading days ending on the third day prior to notice of redemption | 10 days | |
Warrant Redemption Scenario One | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Redemption, stock price threshold (in dollars per share) | $ 18 | |
Redemption price (in dollars per share) | $ 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 | |
Redemption price (in dollars per share) | $ 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 | 18,613,299 | 12,499,964 |
Warrants outstanding fair value | $ | $ 2,300 | |
Exercise price of warrants or rights (in dollars per share) | $ 11.50 | |
Private Placement Warrants | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of warrants issued (in shares) | shares | 219,999 | 6,333,334 |
Warrants outstanding fair value | $ | $ 27 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding (in shares) | 1,680,182,000 | 1,786,679,000 | 1,680,182,000 | 1,838,759,000 | |||
Aggregate intrinsic value of options exercised | $ 5,000 | $ 0 | $ 120,000 | $ 6,000 | |||
Options, granted (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | |
Unamortized stock-based compensation | $ 12,600,000 | $ 12,600,000 | |||||
Unamortized stock-based compensation, weighted average remaining amortization period | 2 years 10 months 24 days | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vested in period, intrinsic value | $ 812,933 | $ 228,923 | $ 347,382 | $ 1,400,000 | |||
2018 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance (in shares) | 0 | 0 | |||||
Options outstanding (in shares) | 1,834,681,000 | ||||||
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) | 17,809,461 | 17,809,461 | |||||
Share-based Payment Arrangement, Tranche One | 2018 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Share-based Payment Arrangement, Tranche Two | 2018 Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 36 months |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Options | |||||||
Options, outstanding beginning balance (in shares) | 1,786,679,000 | 1,838,759,000 | 1,838,759,000 | ||||
Options, granted (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | |
Stock options exercised (in shares) | 3,594,000 | 38,693,000 | 400,000 | ||||
Options, forfeited (in shares) | 102,903,000 | 9,309,000 | 3,678,000 | ||||
Options, outstanding ending balance (in shares) | 1,680,182,000 | 1,786,679,000 | 1,680,182,000 | 1,838,759,000 | |||
Options vested and exercisable (in shares) | 922,555,000 | 922,555,000 | |||||
Weighted Average Fair Value | |||||||
Options outstanding beginning balance (in dollars per share) | $ 0.02 | $ 20 | $ 20 | $ 20 | |||
Options granted, weighted average grant date fair value (in dollars per share) | 0 | 0 | 0 | ||||
Options, exercised, weighted average grant date fair value (in dollars per share) | 30 | 20 | 20 | ||||
Options, forfeited in period, weighted average grant date fair value (in dollars per share) | 30 | 20 | 30 | ||||
Options outstanding ending balance (in dollars per share) | 0.02 | 0.02 | 20 | 0.02 | $ 20 | ||
Options, vested and exercisable, weighted average grant date fair value (in dollars per share) | 0.02 | ||||||
Weighted Average Exercise Price | |||||||
Options, outstanding, beginning balance, weighted average exercise price (in dollars per share) | 0.02 | 20 | 20 | 20 | |||
Options, granted, weighted average exercise price (in dollars per share) | 0 | 0 | 0 | ||||
Options, exercised, weighted average exercise price (in dollars per share) | 20 | 40 | 20 | ||||
Options, forfeited, weighted average exercise price (in dollars per share) | 30 | 30 | 20 | ||||
Options, outstanding, ending balance, weighted average exercise price (in dollars per share) | 0.02 | $ 0.02 | $ 20 | 0.02 | $ 20 | ||
Options, exercisable, weighted average exercise price (in dollars per share) | $ 0.02 | $ 0.02 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||||||
Options outstanding, weighted average remaining contractual term | 6 years 11 months 19 days | 7 years 8 months 8 days | 7 years 11 months 23 days | 8 years 2 months 19 days | |||
Options, exercisable, weighted average remaining contractual term | 6 years 5 months 12 days | ||||||
Options outstanding, intrinsic value | $ 1,986,420 | $ 3,253,977 | $ 5,450,514 | $ 1,986,420 | $ 5,756,797 | ||
Options, exercisable, intrinsic value | $ 1,089,950 | $ 1,089,950 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | |
RSU’s | ||||
Beginning balance, outstanding (in shares) | 3,639,575 | 3,212,381 | 1,844,820 | 1,844,820 |
Granted in period (in shares) | 3,408,613 | 724,299 | 1,618,442 | |
Vested in period (in shares) | 450,931 | 88,730 | 133,349 | |
Forfeited in period (in shares) | 785,258 | 208,375 | 117,532 | |
Ending balance, outstanding (in shares) | 5,811,999 | 3,639,575 | 3,212,381 | 5,811,999 |
Weighted Average Grant Date Fair Value | ||||
Beginning balance, outstanding (in dollars per share) | $ 3,120 | $ 3,270 | $ 3,790 | $ 3,790 |
Granted in period (in dollars per share) | 1,830 | 2,510 | 2,670 | |
Vested in period (in dollars per share) | 3,520 | 3,480 | 3,210 | |
Forfeitures (in dollars per share) | 2,590 | 3,140 | 3,380 | |
Ending balance, outstanding (in dollars per share) | $ 2,410 | $ 3,120 | $ 3,270 | $ 2,410 |
Weighted Average Fair Value | ||||
Beginning balance | $ 6,696,818 | $ 9,605,019 | $ 5,811,183 | $ 5,811,183 |
Granted | 6,360,099 | 1,818,247 | 3,960,984 | |
Vested | 812,933 | 228,923 | 347,382 | 1,400,000 |
Forfeited | 1,412,500 | 530,965 | 279,746 | |
Ending balance | $ 6,974,399 | $ 6,696,818 | $ 9,605,019 | $ 6,974,399 |
Stock-Based Compensation - Reco
Stock-Based Compensation - Recognized Stock-based Compensation Expense Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,281 | $ 1 | $ 3,751 | $ 5 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 106 | 0 | 333 | 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 171 | 0 | 525 | 0 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 211 | 0 | 306 | 0 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 793 | $ 1 | $ 2,587 | $ 5 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 21,371 | $ 8,897 |
Accumulated depreciation | (3,348) | (1,471) |
Property and Equipment, net | 18,023 | 7,426 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 13,554 | 5,244 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 175 | 141 |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,155 | 153 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,393 | 626 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,816 | 1,289 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 3,278 | $ 1,444 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 500 | $ 200 | $ 1,193 | $ 628 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) note_payable | Sep. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 35,000 | $ 35,000 | $ 106,000 | $ 106,000 | |
Notes payable, related parties | $ 364,000 | $ 364,000 | |||
Notes payable, related parties, interest rate, stated percentage | 2.38% | 2.38% | |||
Notes payable, related parties, accrued interest | $ 15,000 | ||||
Notes payable, related parties, number of notes payable converted | note_payable | 34 | ||||
Temporary equity, conversion of convertible securities | $ 18,900,000 | $ 18,900,000 | |||
Temporary equity, conversion of convertible securities (in shares) | 19,664,000 | 19,664,000 | |||
Increase in employee related liabilities | 0 | 57,000 | |||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, expenses from transactions with related party | $ 200,000 | $ 0 | $ 500,000 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate, percent | 0% | (0.01%) | 0% |
Net (Loss) Income per Share - C
Net (Loss) Income per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||
Net income (loss) | $ (23,255) | $ 34,896 | $ (9,158) | $ (13,776) | $ (53,908) | $ 11,962 |
Denominator: | ||||||
Weighted average shares outstanding — basic (in shares) | 165,901,000 | 113,797,000 | 164,379,000 | 86,192,000 | ||
Net loss per share — basic (in dollar per share) | $ (0.14) | $ 0.31 | $ (0.33) | $ 0.14 | ||
Dilutive effect | ||||||
Weighted average shares outstanding — diluted (in shares) | 165,901,000 | 115,932,143 | 164,379,000 | 88,487,345 | ||
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ 0.30 | $ (0.33) | $ 0.14 | ||
Stock options | ||||||
Dilutive effect | ||||||
Add: dilutive effect of share-based payment arrangements | 0 | 2,135,000 | 0 | 2,295,000 | ||
Restricted Stock Units (RSUs) | ||||||
Dilutive effect | ||||||
Add: dilutive effect of share-based payment arrangements | 0 | 0 | 0 | 0 |
Net (Loss) Income per Share - P
Net (Loss) Income per Share - Potential Weighted Average Shares That Were Excluded From The Computation Of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Contingent earn-out shares | ||||
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) | 16,422 | 16,422 | 16,422 | 16,422 |
Common stock public and private warrants | ||||
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) | 18,833 | 18,833 | 18,833 | 18,833 |
Restricted stock units | ||||
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) | 5,812 | 0 | 5,812 | 0 |
Stock options | ||||
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) | 1,680 | 0 | 1,680 | 0 |
If-converted common stock from convertible debt | ||||
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) | 29,519 | 0 | 29,519 | 0 |
Net (Loss) Income per Share - I
Net (Loss) Income per Share - Impact of the Revisions of the Previously Filed Unaudited Financial Statements (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ 0.30 | $ (0.33) | $ 0.14 |
Net loss per share — diluted variance (in dollar per share) | $ 0.38 | $ 0.42 | ||
Weighted average shares outstanding — diluted (in shares) | 165,901,000 | 115,932,143 | 164,379,000 | 88,487,345 |
Weighted average shares outstanding — diluted variance (in shares) | (32,858,513) | (32,698,874) | ||
Revision of Prior Period, Error Correction, Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss per share — diluted (in dollar per share) | $ (0.08) | $ (0.28) | ||
Weighted average shares outstanding — diluted (in shares) | 148,790,656 | 121,186,219 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 20, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | $ 59,700 | $ 94,696 | |
Long-Term Investments | 0 | 54,816 | |
Warrants liabilitites | $ 17,900 | ||
Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 27 | ||
Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 2,300 | ||
Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 42,785 | 71,349 | |
Long-Term Investments | 42,457 | ||
U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 5,550 | 3,408 | |
Long-Term Investments | 2,196 | ||
Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 7,743 | 2,551 | |
Long-Term Investments | 5,410 | ||
Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001 | ||
Long-Term Investments | 1,000 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 40,832 | 8,320 | |
Short-Term Investments | 59,700 | 94,696 | |
Long-Term Investments | 54,816 | ||
Total Financial Assets | 100,532 | 157,832 | |
Contingent Earn-out Shares liability | 5,150 | 29,240 | |
Total Financial Liabilities | 7,487 | 36,736 | |
Fair Value, Recurring | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 27 | 140 | |
Fair Value, Recurring | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 2,310 | 7,356 | |
Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 31,585 | 5,868 | |
Fair Value, Recurring | Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 9,247 | 1,805 | |
Short-Term Investments | 42,785 | 71,349 | |
Long-Term Investments | 42,457 | ||
Fair Value, Recurring | U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 5,550 | 3,408 | |
Long-Term Investments | 2,196 | ||
Fair Value, Recurring | Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 7,743 | 2,551 | |
Long-Term Investments | 5,410 | ||
Fair Value, Recurring | Non-U.S. government and supranational bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 647 | ||
Short-Term Investments | 3,622 | 16,387 | |
Long-Term Investments | 3,753 | ||
Fair Value, Recurring | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001 | ||
Long-Term Investments | 1,000 | ||
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 31,585 | 5,868 | |
Short-Term Investments | 5,550 | 3,408 | |
Long-Term Investments | 2,196 | ||
Total Financial Assets | 37,135 | 11,472 | |
Contingent Earn-out Shares liability | 0 | 0 | |
Total Financial Liabilities | 2,310 | 7,356 | |
Fair Value, Recurring | Level 1 | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 1 | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 2,310 | 7,356 | |
Fair Value, Recurring | Level 1 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 31,585 | 5,868 | |
Fair Value, Recurring | Level 1 | Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 1 | U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 5,550 | 3,408 | |
Long-Term Investments | 2,196 | ||
Fair Value, Recurring | Level 1 | Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 1 | Non-U.S. government and supranational bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | ||
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 1 | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | ||
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 9,247 | 2,452 | |
Short-Term Investments | 54,150 | 91,288 | |
Long-Term Investments | 52,620 | ||
Total Financial Assets | 63,397 | 146,360 | |
Contingent Earn-out Shares liability | 0 | 0 | |
Total Financial Liabilities | 27 | 140 | |
Fair Value, Recurring | Level 2 | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 27 | 140 | |
Fair Value, Recurring | Level 2 | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 2 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Fair Value, Recurring | Level 2 | Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 9,247 | 1,805 | |
Short-Term Investments | 42,785 | 71,349 | |
Long-Term Investments | 42,457 | ||
Fair Value, Recurring | Level 2 | U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 2 | Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 7,743 | 2,551 | |
Long-Term Investments | 5,410 | ||
Fair Value, Recurring | Level 2 | Non-U.S. government and supranational bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 647 | ||
Short-Term Investments | 3,622 | 16,387 | |
Long-Term Investments | 3,753 | ||
Fair Value, Recurring | Level 2 | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001 | ||
Long-Term Investments | 1,000 | ||
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Total Financial Assets | 0 | 0 | |
Contingent Earn-out Shares liability | 5,150 | 29,240 | |
Total Financial Liabilities | 5,150 | 29,240 | |
Fair Value, Recurring | Level 3 | Private Placement Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 3 | Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 3 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Fair Value, Recurring | Level 3 | Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | 0 | |
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 3 | U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 3 | Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 3 | Non-U.S. government and supranational bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 0 | ||
Short-Term Investments | $ 0 | 0 | |
Long-Term Investments | 0 | ||
Fair Value, Recurring | Level 3 | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 0 | ||
Long-Term Investments | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of the Financial Liabilities (Details) - Contingent Earn-out Shares Liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 11,894 | $ 29,240 |
Recognition of earn-out RSUs | (90) | 58 |
Change in fair value during the period | (6,654) | (24,148) |
Ending Balance | $ 5,150 | $ 5,150 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs Related To Level 3 Earn-Out Shares Liability (Details) - Level 3 | Sep. 30, 2022 $ / shares yr |
Measurement Input, Share Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out shares, liability, measurement input | $ / shares | 1.20 |
Measurement Input, Price Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out shares, liability, measurement input | 0.800 |
Measurement Input, Expected Term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out shares, liability, measurement input | yr | 3.89 |
Measurement Input, Risk Free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-out shares, liability, measurement input | 0.042 |
Uncategorized Items - xos-20220
Label | Element | Value |
Operating Lease, Right-Of-Use Asset And Operating Lease, Liability | xos_OperatingLeaseRightOfUseAssetAndOperatingLeaseLiability | $ 7,682,000 |