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 six months ended June 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. Restatement of Unaudited Condensed Consolidated Financial Statements Subsequent to the original issuance of the interim financial statements for the quarterly period ended June 30, 2022 on August 11, 2022, management determined, upon further analysis, that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2022 should be restated due to (1) errors in recording results of a physical inventory count, which caused inventories to be overstated and cost of goods sold to be understated for the six months ended June 30, 2022, and (2) errors in the improper recording of duplicate inventory receipts as well as improper and inaccurate recording of prepaid inventories, which caused inventories, prepaid inventories (included within Prepaid expenses and other current assets), accounts payable and accrued expenses (included within Other current liabilities) to be overstated for the three and six months ended June 30, 2022. The following tables reflect the impact of the restatement adjustments to the specific line items presented in our previously issued unaudited financial statements for the periods indicated (in thousands, except per share amounts): June 30, 2022 Condensed Consolidated Balance Sheets As Previously Reported Adjustments As Restated Inventories $ 62,197 $ (3,955) $ 58,242 Prepaid expenses and other current assets 20,971 (3,173) 17,798 Total current assets 168,035 (7,128) 160,907 Total assets 206,817 (7,128) 199,689 Accounts payable 8,761 (342) 8,419 Other current liabilities 21,767 (3,763) 18,004 Total current liabilities 30,528 (4,105) 26,423 Total liabilities 57,387 (4,105) 53,282 Accumulated deficit (34,746) (3,023) (37,769) Total stockholders' equity 149,430 (3,023) 146,407 Total liabilities and stockholders' equity $ 206,817 $ (7,128) $ 199,689 Three Months Ended June 30, 2022 Condensed Consolidated Statement of Operations and Comprehensive Loss As Previously Reported Adjustments Restated Cost of goods sold $ 14,891 $ 179 $ 15,070 Gross loss (5,125) (179) (5,304) Loss from operations (27,813) (179) (27,992) Loss before provision from income taxes (9,466) (179) (9,645) Net loss (9,467) (179) (9,646) Total comprehensive loss $ (9,617) $ (179) $ (9,796) Net loss per share Basic $ (0.06) $ — $ (0.06) Diluted $ (0.06) $ — $ (0.06) Six Months Ended June 30, 2022 Condensed Consolidated Statement of Operations and Comprehensive Loss As Previously Reported Adjustments Restated Cost of goods sold $ 25,077 $ 3,023 $ 28,100 Gross loss (8,280) (3,023) (11,303) Loss from operations (51,267) (3,023) (54,290) Loss before provision from income taxes (30,650) (3,023) (33,673) Net loss (30,653) (3,023) (33,676) Total comprehensive loss $ (31,629) $ (3,023) $ (34,652) Net loss per share Basic $ (0.19) $ (0.02) $ (0.21) Diluted $ (0.19) $ (0.02) $ (0.21) Six Months Ended June 30, 2022 Condensed Consolidated Statement of Legacy Xos Preferred Stock and Stockholders' Equity (Deficit) As Previously Reported Adjustments As Restated Net and comprehensive loss $ (31,629) $ (3,023) $ (34,652) Accumulated Deficit $ (34,746) $ (3,023) $ (37,769) Total Stockholders' Equity (Deficit) $ 149,430 $ (3,023) $ 146,407 Six Months Ended June 30, 2022 Condensed Consolidated Statement of Cash Flows As Previously Reported Adjustments Restated Net loss $ (30,653) $ (3,023) $ (33,676) Inventory reserves $ 2,212 $ (221) $ 1,991 Changes in operating assets and liabilities: Inventories $ (33,058) $ 4,176 $ (28,882) Prepaid expenses and other current assets $ (3,121) $ 3,173 $ 52 Accounts payable $ (2,102) $ (343) $ (2,445) Other liabilities $ 17,126 $ (3,762) $ 13,364 The remainder of the notes to the Company’s condensed consolidated financial statements have been updated and restated, as applicable, to reflect the impacts of the restatement described above. 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 and (ii) presenting equipment leases as part of other current and non-current liabilities. 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. 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 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 six months ended June 30, 2022 were $6,000, 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 June 30, 2022 and December 31, 2021. The Company did not record warranty liability for the three or six months ended June 30, 2021 as the product warranty had not been established. The reconciliation of the change in the Company’s product liability balances during the three months and six months ended June 30, 2022 consisted of the following (in thousands) : Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Warranty liability, beginning of period $ 475 $ 177 Reduction in liability (payments) (6) (6) Increase in liability (new warranties) 363 661 Warranty liability, end of period $ 832 $ 832 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 than 1 year to 5 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. Recent Accounting Pronouncements Issued and Adopted: ASC 842, Leases : In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as subsequently amended, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors), and replaces the existing guidance in ASC 840, Leases . The new standard also requires lessees to recognize operating and finance lease liabilities and corresponding 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. 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 June 30, 2022 , the Company had $77.9 million in marketable debt securities, available for sale which would be subject to this new standard. As of December 31, 2021, 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 . |