Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | 169,012,203 | ||
Entity Public Float | $ 110,700,000 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive proxy statement for the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. The 2023 Proxy Statement will be filed with Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2022. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001819493 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Common stock public and private warrants | |||
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 $11.50 per share | ||
Trading Symbol | XOSWW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 35,631 | $ 16,142 |
Restricted cash | 3,044 | 3,034 |
Accounts receivable, net | 8,238 | 3,353 |
Marketable debt securities, available-for-sale — short-term | 50,648 | 94,696 |
Inventories | 57,540 | 30,883 |
Prepaid expenses and other current assets | 8,100 | 17,850 |
Total current assets | 163,201 | 165,958 |
Property and equipment, net | 18,581 | 7,426 |
Operating lease right-of-use assets, net | 6,555 | 0 |
Marketable debt securities, available-for-sale — long-term | 0 | 54,816 |
Other non-current assets | 1,599 | 506 |
Total assets | 189,936 | 228,706 |
Liabilities | ||
Accounts payable | 2,896 | 10,122 |
Convertible debt, current | 26,849 | 0 |
Derivative liabilities | 405 | 0 |
Other current liabilities | 15,616 | 5,861 |
Total current liabilities | 45,766 | 15,983 |
Convertible debt, non-current | 19,870 | 0 |
Earn-out shares liability | 564 | 29,240 |
Common stock warrant liability | 661 | 7,496 |
Other non-current liabilities | 11,000 | 1,594 |
Total liabilities | 77,861 | 54,313 |
Commitments and contingencies (Note 15) | ||
Stockholders’ Equity | ||
Common Stock $0.0001 par value, authorized 1,000,000 shares, 168,817 and 163,137 shares issued and outstanding at December 31, 2022 and 2021, respectively | 17 | 16 |
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at December 31, 2022 and 2021, respectively | 0 | 0 |
Additional paid in capital | 190,215 | 178,851 |
Accumulated deficit | (77,418) | (4,093) |
Accumulated other comprehensive loss | (739) | (381) |
Total stockholders’ equity | 112,075 | 174,393 |
Total liabilities and stockholders’equity | $ 189,936 | $ 228,706 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 168,817,000 | 163,137,000 |
Common stock outstanding (in shares) | 168,817,000 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 36,376 | $ 5,048 |
Cost of goods sold | 66,405 | 7,410 |
Gross loss | (30,029) | (2,362) |
Operating expenses | ||
General and administrative | 41,093 | 27,197 |
Research and development | 30,679 | 20,077 |
Sales and marketing | 9,547 | 3,519 |
Total operating expenses | 81,319 | 50,793 |
Loss from operations | (111,348) | (53,155) |
Other (expense) income, net | (4,835) | 38 |
Change in fair value of derivative instruments | 14,184 | 18,498 |
Change in fair value of earn-out shares liability | 28,682 | 72,505 |
Write off of subscription receivable | 0 | (379) |
Realized loss on debt extinguishment | 0 | (14,104) |
(Loss) income before provision for income taxes | (73,317) | 23,403 |
Provision for income taxes | 8 | 2 |
Net (loss) income | (73,325) | 23,401 |
Marketable debt securities, available-for-sale | ||
Change in net unrealized losses, net of tax of $0, for the years ended December 31, 2022 and 2021 | (358) | (381) |
Total comprehensive (loss) income | $ (73,683) | $ 23,020 |
Net (loss) income per share | ||
Net income (loss) per share — basic (in dollar per share) | $ (0.44) | $ 0.22 |
Net income (loss) per share — diluted (in dollar per share) | $ (0.44) | $ 0.22 |
Weighted average shares outstanding | ||
Weighted average shares outstanding — basic (in shares) | 165,253 | 105,568 |
Weighted average shares outstanding — diluted (in shares) | 174,382 | 107,786 |
Consolidated Statements of Lega
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 preferred shares (in shares) | 49,518,000 | ||||
Issuance of Legacy Xos Preferred Stock, incl. note conversion | $ 66,701 | ||||
Legacy Xos Preferred Stock warrant exercise (in shares) | 625,000 | ||||
Legacy Xos Preferred Stock warrant exercise | $ 2,715 | ||||
Conversion of Legacy Xos Preferred Stock into Common Stock (in shares) | (52,905,000) | ||||
Conversion of Legacy Xos Preferred Stock into Common Stock | $ (79,708) | ||||
Temporary equity, ending balance (in shares) at Dec. 31, 2021 | 0 | ||||
Temporary equity, ending balance at Dec. 31, 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 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Payment of subscription receivable | 379 | 379 | |||
Options exercised (in shares) | 571,000 | ||||
Stock Issued During Period, Value, Stock Options Exercised | 11 | 11 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 286,000 | ||||
Shares repurchased and retired (in shares) | (94,000) | ||||
Stock repurchased and retired | (1) | (1) | |||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 1,658 | 1,658 | |||
Shares withheld related to net share settlement of stock-based awards (in shares) | (102,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (335) | (335) | |||
Conversion of Legacy Xos Preferred Stock into Common Stock (in shares) | 52,905,000 | ||||
Conversion of Legacy Xos Preferred Stock into Common Stock | $ 79,772 | $ 5 | 79,767 | ||
Issuance of Common Stock upon merger, net of transaction costs (in shares) | 162,184,621 | 17,694,000 | |||
Issuance of Common Stock upon merger, net of transaction costs | $ 20,721 | $ 2 | 20,719 | ||
Issuance of PIPE common stock (in shares) | 19,600,000 | 19,600,000 | |||
Issuance of stock | $ 196,000 | $ 2 | 195,998 | ||
Recognition of Public Warrants and Private Placement Warrants | (17,891) | (17,891) | |||
Recognition of contingent Earn-out Shares liability | (101,744) | (101,744) | |||
Net and comprehensive income (loss) | $ 23,020 | 23,401 | (381) | ||
Ending balance (in shares) at Dec. 31, 2021 | 163,137,000 | 163,137,000 | |||
Ending balance at Dec. 31, 2021 | $ 174,393 | $ 16 | 178,851 | (4,093) | (381) |
Temporary equity, ending balance (in shares) at Dec. 31, 2022 | 0 | ||||
Temporary equity, ending balance at Dec. 31, 2022 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Options exercised (in shares) | 144,712 | 491,000 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 6 | 6 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 1,198,000 | ||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 5,313 | 5,313 | |||
Shares withheld related to net share settlement of stock-based awards (in shares) | (287,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (449) | (449) | |||
Conversion of Legacy Xos Preferred Stock into Common Stock (in shares) | 2,078,000 | ||||
Conversion of Legacy Xos Preferred Stock into Common Stock | 2,123 | $ 1 | 2,122 | ||
Issuance of PIPE common stock (in shares) | 1,829,000 | ||||
Issuance of stock | 4,372 | $ 0 | 4,372 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 371,000 | ||||
Net and comprehensive income (loss) | $ (73,683) | (73,325) | (358) | ||
Ending balance (in shares) at Dec. 31, 2022 | 168,817,000 | 168,817,000 | |||
Ending balance at Dec. 31, 2022 | $ 112,075 | $ 17 | $ 190,215 | $ (77,418) | $ (739) |
Consolidated Statements of Le_2
Consolidated Statements of Legacy Xos Preferred Stock and Stockholders’ Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Transaction costs | $ 55,424 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net income (loss) | $ (73,325) | $ 23,401 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 2,065 | 736 |
Amortization of right-of-use assets | 1,566 | 0 |
Amortization of debt discount and issuance costs | 2,577 | 0 |
Amortization of insurance premiums | 1,338 | 0 |
Inventory write-downs | 5,661 | 1,004 |
Change in fair value of derivative instruments | (14,184) | (18,498) |
Change in fair value of earn-out shares liability | (28,682) | (72,505) |
Write off of subscription receivable | 0 | 379 |
Realized loss on debt extinguishment | 0 | 14,104 |
Net realized (gains) losses on marketable debt securities, available-for-sale | 147 | (1) |
Stock-based compensation expense | 5,222 | 1,658 |
Other non-cash items | 1,368 | 364 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,942) | (2,973) |
Inventories | (31,285) | (29,969) |
Prepaid expenses and other current assets | 6,413 | (17,794) |
Other assets | (1,093) | (506) |
Accounts payable | (7,268) | 9,009 |
Other liabilities | 6,462 | 2,696 |
Net cash used in operating activities | (127,960) | (88,895) |
Investing Activities: | ||
Purchases of property and equipment | (14,113) | (4,915) |
Purchases of marketable debt securities, available-for-sale | 0 | (152,651) |
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 96,823 | 2,423 |
Net cash provided by (used in) investing activities | 82,710 | (155,143) |
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 issuance of convertible debt | 54,300 | 0 |
Debt issuance costs | (403) | 0 |
Proceeds from short-term insurance financing note | 3,627 | 0 |
Principal payment for short-term insurance financing note | (1,562) | 0 |
Proceeds from equipment financing | 6,312 | 0 |
Principal payment for equipment leases | (1,392) | (444) |
Proceeds from stock option exercises | 6 | 11 |
Taxes paid related to net share settlement of stock-based awards | (449) | (335) |
Proceeds from issuance of Common Stock under Standby Equity Purchase Agreement | 4,310 | 0 |
Net cash provided by financing activities | 64,749 | 252,855 |
Net increase in cash, cash equivalents and restricted cash | 19,499 | 8,817 |
Cash, cash equivalents and restricted cash, beginning of year | 19,176 | 10,359 |
Cash, cash equivalents and restricted cash, end of year | 38,675 | 19,176 |
Cash and cash equivalents | 35,631 | 16,142 |
Restricted cash | 3,044 | 3,034 |
Total cash, cash equivalents and restricted cash | 38,675 | 19,176 |
Supplemental disclosure of non-cash financing activities | ||
Purchases of property and equipment in accounts payable | 42 | 0 |
Recognition of right-of-use asset and lease liabilities upon ASC 842 adoption at 1/1/2022 | 0 | |
Right-of-use assets obtained in exchange for operating lease obligations | 437 | 0 |
Conversion of interest payable on convertible debentures | 122 | 0 |
Conversion of convertible debentures to Common Stock | 2,000 | 0 |
Conversion of interest payable on convertible notes | 0 | 2,453 |
Fair value adjustment of related party debt at conversion | 0 | 3,763 |
Issuance of Legacy Xos Preferred Stock | 0 | 34,918 |
Conversion of notes payable into Legacy Xos Preferred Stock | 0 | 21,540 |
Conversion of Legacy Xos Preferred Stock into Common Stock | 0 | 79,708 |
Assumption of Public Warrants and Private Placement 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 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement [Abstract] | |
Net change, tax | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 leading fleet electrification solutions provider committed to the decarbonization of commercial transportation. Xos designs and manufactures Class 5-8 battery-electric commercial vehicles that travel on last-mile, back-to-base routes of up to 200 miles per day. Xos also offers charging infrastructure products and services through Xos Energy Solutions™ to support electric vehicle fleets. The Company’s proprietary fleet management software, Xosphere™, integrates vehicle operation and vehicle charging to provide commercial fleet operators a more seamless and cost-efficient vehicle ownership experience than traditional internal combustion engine counterparts. 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 facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles. 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. Risks and Uncertainties In recent years, the United States and other significant markets have experienced high volatility and uncertainty in the capital markets, including inflation. interest rate increases, recent and potential future disruptions in access to bank deposits or lending commitments due to bank failures, supply chain disruption and geopolitical events, such as the war between Russia and Ukraine, These conditions could make it difficult for our customers and us to accurately forecast and plan future business activities, and could cause our customers to slow spending on our products and services or impact their ability to make timely payments. A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption. In addition, there is a risk that our current or future suppliers, service providers, manufacturers or other partners may not survive such difficult economic times, which would directly affect our ability to attain our operating goals on schedule and on budget. The ultimate impact of current economic conditions on the Company is uncertain, but it may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. COVID-19 and actions taken to mitigate its spread have had and may continue to have an adverse impact on the economies and financial markets of many countries, including the areas in which the Company operates. There are no comparable recent events which may provide guidance, and, as a result, the ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. As a result, the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the COVID-19 pandemic will have on its business, operating results, cash flows, liquidity and financial condition. Additionally, ongoing geopolitical events, such as the military conflict between Russia and Ukraine and related sanctions, may increase the severity of supply chain disruptions and further hinder our ability to source inventory for our vehicles. The conflict continues to evolve and its ultimate impact on the Company is uncertain, but a prolonged conflict may have a material negative impact on the Company’s business, operating results, cash flows, liquidity and financial condition. Although the Company has used the best current information available to it in its estimates, actual results could materially differ from the estimates and assumptions developed by management. Liquidity As an early stage growth company, the net losses and cash outflows the Company has incurred since inception are consistent with its strategy and budget. The Company will continue to incur net losses and cash outflows in accordance with its operating plan as the Company continues to expand its research and development activities with respect to its vehicles and battery systems, scale its operations to meet anticipated demand and establish its Fleet-as-a-Service offering. As a result, the Company strives to maintain robust access to capital in order to fund and scale its operation s. The Company may raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing. The Company’s ability to access capital when needed is not assured and, if capital is not available to the Company when and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm its business, prospects, financial condition and operating results. Global economic conditions have been worsening, with disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the effects of COVID-19, recessions, rising inflation rates , including the recent and potential bank failures, supply chain disruption, fuel prices, international currency fluctuations, and geopolitical events such as local and national elections, corruption, political instability and acts of war or military conflict including repercussions of the war between Russia and Ukraine, or terrorism. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce or eliminate its commercialization, research and development programs and/or other efforts. In August 2021, the Company consummated the Business Combination, which resulted in net cash proceeds of approximately $216.7 million. In December 2020, the Company had the initial closing of its Series A Financing, and in the first quarter of 2021, the Company completed the Series A Financing, including the conversion of all its convertible notes into shares of L egacy Xos preferred stock. As of December 31, 2022, the Company’s principal sources of liquidity were its cash and cash equivalents (excluding restricted cash) an d investments in marketable debt securities, available-for-sale aggregating $86.3 million. The Company’s short-term uses of cash are for working capital and to pay interest on its debt and its long-term uses of cash are for working capital and to pay the principal of its indebtedness. The Company believes that its existing cash resources are sufficient to support planned operations for the next 12 months, and the Company has a growing base of assets against which it expects to be able to borrow in the future. The Company believes it will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances, and advances under the Standby Equity Purchase Agreement (the "SEPA"). In addition, the Company may seek to raise additional capital through debt financing through asset-based lending and/or receivable financing or through the sale of equity or debt securities. Supply Chain Disruptions The Company’s ability to source certain critical inventory items has been impacted by negative global economic conditions caused by factors such as the COVID-19 pandemic, and may continue to be impacted in the future. The Company has faced widespread shortages for specific components, such as semiconductor chips and battery cells, and disruptions to the supply of components due to port congestion and fluctuating fuel prices. 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. |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements: Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. 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, contingent earn-out shares liability, stock-based compensation, valuation of convertible debt and related embedded derivatives, 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 financial statements. Reclassifications Certain prior p eriod balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes, including (i) presenting equipment leases as part of other current and non-current liabilities and (ii) 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 . Additionally, the Company reclassified depreciation expense to general and administrative expense . These reclassifications have no effect on previously reported total assets, total liabilities or net loss. Revenue Recognition The Company generates revenue from the sale of its commercial electric vehicles, powertrains and battery packs, and goods and services related to charging infrastructure. ASC 606, Revenue from Contracts with Customers , requires the Company to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations; and 5. Recognizing revenue as the performance obligations are satisfied. The Company recognizes revenue primarily consisting of product sales, inclusive of shipping and handling charges, net of estimates for customer returns. Revenue contracts are identified when an enforceable agreement has been made with a customer. Performance obligations are identified in the contract for each distinct products provided within the contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract. Any deposits from customers represent contract liabilities. The Company recognizes revenue by transferring the promised products to the customer, with the revenue recognized at the point in time the customer takes control of the products as agreed in the contracts, normally when delivered to the carrier. The Company recognizes revenue for shipping and handling charges at the time control is transferred for the related product. Costs for shipping and handling activities that occur after control of the product transfers to the customer are recognized at the time of sale and presented in cost of goods sold. The majority of its contracts have a single performance obligation, which is met at the point in time that the product is delivered to the carrier, and title passes to the customer, and are short term in nature. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase as cash equivalents for which cost approximates fair value. Portions of the balance of cash and cash equivalents were held in financial institutions, various money market funds and short-term commercial paper. Money market funds have floating net asset values and may be subject to gating or liquidity fees. The likelihood of realizing material losses from cash and cash equivalents, including the excess of cash balances over federally insured limits, is remote. Restricted cash includes those cash accounts for which the use of funds is restricted by any contract or bank covenant, including letters of credit. Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for doubtful accounts. The Company maintains its allo wance for doubtful accounts at a level considered adequate to provide for potential account losses on the balance based on management’s evaluation of past losses, current customer conditions, and the anticipated impact of current economic conditions. The Company recorded an allowance for doubtful accounts of $39,000 as of December 31, 2022. No allowance for doubtful accounts was recorded at December 31, 2021. Investments in Marketable Debt Securities, Available-for-Sale The Company maintains a portfolio of investments in a variety of fixed and variable rate debt securities, including U.S. treasuries, corporate debt, asset-backed securities and other, non-U.S. government and supranational bonds and certificate of deposit. The Company considers its investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at their fair values. The Company determines the appropriate classification of investments in marketable debt securities at the ti me of purchase. Interest along with amortization of purchase premiums and accretion of discounts from the purchase date through the estimated maturity date, including consideration of variable maturities and contractual call provisions, are included in other income (expenses), net in the consolidated statements of net and comprehensive income. The Company typically invests in highly-rated debt securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. See Note 1 0 – Investments in Marketable Debt Securities, Available-for-Sale for additional information. The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine if an impairment charge exists. As of December 31, 2022 and 2021, we did not recognize any impairment on marketable debt securities - available-for-sale. Inventories 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. 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 any excess or obsolescence. 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 realizable amount (“NRV”) 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. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily consists of prepaid inventory, other insurance assets, deposits, assets held-for-sale and prepaid license and subscriptions. Prepaid inventory includes contractual advance payments to suppliers for inventory to secure the raw materials needed for production and research and development purposes. Prepaid inventory is reclassified to inventories when received. Amortization expense on other prepaid assets and insurance assets is calculated using the straight-line method over the stated term of the prepaid assets and properly classified into the corresponding expense account. Assets held-for-sale are measured, on a quarterly basis, at the lower of their carrying value and fair value less costs to sell. Impairment costs are recorded in the period incurred. Income Taxes The Company applies the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. In assessing the realizability of deferred income tax assets, ASC 740 requires a more likely than not standard be met. If the Company determines that it is more likely than not that deferred income tax assets will not be realized, a valuation allowance must be established. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to the amount expected to be realized. Estimates of the realizability of deferred tax assets, as well as the Company’s assessment of whether an established valuation allowance should be reversed, are based on projected future taxable income, the expected timing of the reversal of deferred tax liabilities, and tax planning strategies. When evaluating whether projected future taxable income will support the realization of deferred tax assets, the Company considers both its historical financial performance and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. The Company utilizes a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained upon examination by the Internal Revenue Service (“IRS”) or other taxing authorities, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and may not accurately forecast actual outcomes. Property and Equipment, net Property and equipment, net, including leasehold improvements, are stated at cost less accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the asset. Leasehold improvements are depreciated over the shorter of the estimated life of asset or the lease term. Depreciation expense is included in cost of goods sold, general and administrative expense and research and development expense on our consolidated statements of operations and comprehensive income (loss). Construction in progress is comprised primarily of production equipment, tooling, and leasehold improvements related to the manufacturing of the Company’s products, including all costs of obtaining the asset and bringing it to the facilities in the condition necessary for its intended use. There is no depreciation provided for assets in construction in progress. Once completed, the assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. The estimated useful lives to calculate depreciation of property and equipment and leasehold improvements consisted of the following: Asset Category Useful Life Equipment 5 years Finance leases Shorter of the lease term or the useful lives of the assets Vehicles 5 years Leasehold improvements Shorter of the lease term or the useful lives of the assets Furniture and fixtures 5 years Computers, internally developed software and related equipment 3 years The Company capitalizes additions, renewals, and improvements greater than $5,000, while repairs and maintenance are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures recoverability by comparing the carrying amount to the future undiscounted cash flows that the asset or asset group is expected to generate. If the asset or asset group is not recoverable, its carrying amount is adjusted down to its fair value. No impairment losses of property and equipment were recognized for the years ended December 31, 2022 and 2021. Warranty Liability 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. 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 for the year ended December 31, 2022 and 2021. The reconciliation of the change in the Company’s product liability balances for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Warranty liability, beginning of period $ 177 $ — Reduction in liability (payments) (220) — Increase in liability 1,142 177 Warranty liability, end of period $ 1,099 $ 177 Public and Private Placement Warrants The warrants to purchase shares of Common Stock at an exercise price of $11.50 per share originally issued in connection with NextGen’s initial public offering (the “Public Warrants”) and the warrants to purchase Common Stock originally issued in a private placement in connection with the initial public offering of NextGen (the “Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of 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 purchasers 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. The Company determined the fair value of its Public Warrants based on the publicly listed trading price of such Warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. Additionally, since the Private Placement Warrants are substantially the same as the Public Warrants, the Company determined the fair value of its Private Placement Warrants based on the Public Warrant trading price. Accordingly, the Private Warrants are classified as Level 2 financial instruments. Contingent Earn-out Shares Liability Earn-out Shares represent a freestanding financial instrument classified as liabilities on the accompanying consolidated balance sheets as the Company determined that these financial instruments are not indexed to the Company’s own equity in accordance with ASC 815, Derivatives and Hedging . Earn-out Shares liability were initially recorded at fair value in the Business Combination and are adjusted to fair value at each reporting date with changes in fair value recorded in change in fair value of Earn-Out Shares liability in the consolidated statements of operations and comprehensive income (loss). The earn-out triggers included a change of control provision within five years of the Closing, and achieving certain volume weighted average share prices (“VWAPs”) within five years of the Closing. These conditions result in the instrument failing indexation guidance and are properly reflected as a liability as of December 31, 2022 and 2021. In addition to the Earn-out Shares, the Company has a contingent obligation to issue 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. The allocated fair value to the Earn-out RSU component, which is covered by ASU 718, Compensation — Stock Compensation, is recognized as stock-based compensation expense over the vesting period commencing on the grant date of the award. Convertible Debentures and Promissory Note 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 and 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”). Legacy Xos Convertible Notes In prior years, the Company issued convertible notes, which were convertible upon the Company obtaining additional equity financing, or in some cases, a change in control. At such time, the note holder will receive a calculated number of shares based on the additional equity financing. Certain notes provide a conversion discount to the share price at the time of the additional equity financing. The Company carries the convertible note liability at the outstanding principal balance, net of debt discounts, which approximates fair value. The convertible notes were principally a debt financial instrument host containing embedded features and /or options which would otherwise be required to be bifurcated from the debt hosts and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. The other income (expense) related to the convertible note fair value adjustment is presented in a single line in the consolidated statements of operations and comprehensive income (loss). All convertible notes were converted during the fourth quarter of 2020 and first quarter of 2021 as part of the Series A financing. SAFE On October 30, 2020, the Company issued Simple Agreement for Future Equity agreement totaling $30,000 to Elemental Excelerator (the “SAFE”). Conversion or cash-out events: In the event of an equity financing in which the Company issues and sells Preferred Stock for the purpose of raising capital, the SAFE will convert into a series of Preferred Stock of the Company. The SAFE will convert into the number of shares of Preferred Stock equal to $30,000 divided by 80% of the per share price of the equity financing event. SAFE holder will either receive cash for their note, or shares of the Company’s Common Stock if a liquidity event were to occur before the expiration or termination of the SAFE. In the event of a dissolution, the SAFE holder will receive the purchase amount, due and payable immediately prior to, or concurrent with, the consummation of the dissolution event. The SAFE will terminate or expire upon either the issuance of capital stock to the investor, or payment of the amount due to the investor. Preference upon dissolution : Should the Company dissolve or wind-up operations prior to a conversion or cash-out event, SAFE holder will be paid back their purchase amount prior to the distribution of assets to Common Stock investors and concurrent with payments for other Convertible Securities and/or Preferred Stock. In February 2021, the SAFE was converted into shares of Class A Preferred Stock. The SAFE holder contributed an additional $620,000 in cash and the SAFE Note in exchange for 76,471 shares of Class A Preferred Stock. 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 and also elected not to recognize operating lease right-of-use assets and operating lease liabilities for leases with an initial term of twelve months or less. The leases have remaining terms from less than 1 year to 4 years. The Company reviews the carrying value of its ROU 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. Research and Development Costs The Company’s research and development costs are related to developing new products and services and improving existing products and services. The Company is investing in the continued development and improvement of its battery systems and technology as well as its chassis design. Research and development costs consist primarily of personnel-related expenses, consultants, engineering equipment and supplies, and design and testing expenses. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive income (loss). Advertising Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations and comprehensive income (loss). Advertising expenses for the years ended December 31, 2022 and 2021 totaled approximately $1.3 million and $0.4 million, r espectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation , under which shared based payments that involve the issuance of Common Stock to employees and non-employees and meet the criteria for equity-classified awards are recognized in the financial statements as compensation expense based on the fair value on the date of grant. Prior to the Business Combination, the Company issued stock options to purchase shares of Common Stock (“Options”) to employees and non-employees under the Xos, Inc. 2018 Stock Plan (the “2018 Stock Plan”). The Company allows employees to exercise options prior to vesting. The Company considers the consideration received for the early exercise of an option to be a deposit and the related amount is recorded as a liability. The liability is relieved when the options vest. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The Company stopped issuing options under the 2018 Stock Plan in the fourth quarter of 2020. The Company estimated the fair value of options on the date of the grant using the Black-Scholes option pricing model. After the Business Combination, the Company issues restricted stock units (“RSUs”) to employees and non-employees under the Xos, Inc. 2021 Equity Incentive Plan (the “2021 Stock Plan”). The Company initially values RSUs based on the grant date closing price of the Company’s Common Stock. For awards with periodic vesting, the Company recognizes the related expense on a straight-line basis over the requisite service period for the entire award, subject to periodic adjustments to ensure that the cumulative amount of expense recognized through the end of any reporting period is at least equal to the portion of the grant date value of the award that has vested through that date. The Company accounts for forfeitures prospectively as they occur. If there are any modifications or cancellations of the underlying unvested share-based awards, the Company may be required to accelerate, increase or cancel any remaining unrecognized or previously recorded stock-based compensation expense. Net (Loss) Income per Share Basic income (loss) is computed using the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of the number of ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260, Earnings Per Share . In accordance with ASU 2020-06, the Company utilizes the if-converted method to compute the dilutive effect of convertible instruments. The dilutive impacts of contingently issuable earn-out shares have been excluded from the diluted income (loss) per share calculation as the necessary conditions to be issued have not been satisfied. The dilutive impacts of Common Stock issuable upon the exercise of out-of-the-money Public and Private Placement Warrants have been excluded from the diluted income (loss) per share calculation. The dilutive impacts of RSUs and Options for the year ended December 31, 2022 have been excluded from the diluted loss per share calculation as the Company was in a loss position. Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. During the year ended December 31, 2022, one customer accounted for 42% of the Company’s revenues . During the year ended December 31, 2021, three customers accounted for 10%, 38%, and 46% of the Company’s revenues . As of December 31, 2022, two customers accounted for 22% and 12% of the Company’s accounts receivable. As of December 31, 2021, two customers accounted for 53% and 38% of the Company’s accounts receivable. Concentration of Supply Risk The Company is dependent on its suppliers, the majority of which are single-source suppliers, and the inability of these suppliers to deliver necessary components of its products according to the schedule and at prices, quality levels and volumes acceptable to the Company, or its inability to efficiently manage these components, could have a material adverse effect on the Company’s results of operations and financial condition. Defined Contribution Plan We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled t o 3% of their eligible compensation, subject to certain limitations. We di d not make any contributions to the 401(k) savings plan during the years ended December 31, 2022 and 2021. 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, whi |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregated revenues by major source for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Product and service revenue Stepvans & vehicle incentives (1) $ 31,829 $ 2,735 Powertrains 2,226 2,152 Fleet-as-a-Service 606 — Total product revenue 34,661 4,887 Ancillary revenue 1,715 161 Total revenues $ 36,376 5,048 ____________ (1) Amounts are net of returns |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory as of December 31, 2022 and 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. Inventories are stated at the lower of cost or net realizable value. Cost is computed using average cost. Inventory write-downs are based on reviews for obsolescence determined primarily by current and future demand forecasts. During the years ended December 31, 2022 and 2021, the Company recorded inventory write-downs of $5.7 million and $1.0 million, respectively, to reduce inventories to their net realizable values and for any excess or obsolete inventories. Inventory amounted to $57.5 million and $30.9 million, respectively, for the years ended December 31, 2022 and 2021 and consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Raw materials $ 40,271 $ 19,323 Work in process 4,618 10,659 Finished goods 12,651 901 Total inventories $ 57,540 $ 30,883 |
Selected Balance Sheet Data
Selected Balance Sheet Data | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Balance Sheet Data | Selected Balance Sheet Data Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Prepaid inventories $ 2,372 $ 7,303 Prepaid expenses and other (1) 1,589 5,916 Financed insurance premiums 2,289 — Deposits (2) — 2,783 Assets held for sale 1,850 1,848 Total prepaid expenses and other current assets $ 8,100 $ 17,850 ____________ (1) Primarily relates to prepaid insurance, licenses, subscriptions and other receivables (2) Primarily relates to deposits on equipment purchases Other Current Liabilities Other current liabilities for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Accrued expenses and other (1) $ 7,782 $ 4,303 Customer deposits 721 899 Warranty liability 1,099 177 Equipment notes payable 303 482 Short-term insurance financing notes 2,065 — Operating lease liabilities, current 1,530 — Finance lease liabilities, current 2,116 — Total other current liabilities $ 15,616 $ 5,861 ____________ (1) Primarily relates to accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals Other Non-Current Liabilities Other non-current liabilities as of December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Accrued interest expense $ 784 $ — Equipment notes payable, non-current 942 1,594 Operating lease liabilities, non-current 5,174 — Finance lease liabilities, non-current 4,100 — Total other non-current liabilities $ 11,000 $ 1,594 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases A summary of the balances relating to the Company’s lease assets and liabilities as of December 31, 2022 consisted of the following (in thousands) : Balance Sheet Location December 31, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,555 Equipment finance leases Property and equipment, net 7,979 Total lease assets 14,534 Liabilities Current Operating leases Other current liabilities 1,530 Equipment finance leases Other current liabilities 2,116 Sub-total 3,646 Non-current Operating leases Other non-current liabilities 5,174 Equipment finance leases Other non-current liabilities 4,100 Sub-total 9,274 Total lease liabilities $ 12,920 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. Total lease expense recorded was $2.5 million and $0.8 million, for the years ended December 31, 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 consolidated balance sheet. Total lease expense recorded for these short-term leases for the year ended December 31, 2022 was $0.3 million. 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 years ended December 31, 2022 and 2021 consisted of the following (in thousands) : Years Ended December 31, Income Statement Location 2022 2021 Amortization Cost of goods sold $ 848 $ 222 Interest accretion on finance lease liabilities Other income (expense), net 428 52 Total $ 1,276 $ 274 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 year ended December 31, 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 $ 1,734 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 3.9 years Equipment finance leases 2.4 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 6.9 % Maturity Analysis A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of December 31, 2022 consisted of the following (in thousands) : December 31, 2022 Operating Leases Equipment Finance Leases Total 2023 $ 1,861 $ 2,552 $ 4,413 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 114 157 271 Total future minimum lease payments 7,475 7,036 14,511 Less: imputed interest 771 820 1,591 Present value of Lease Liabilities $ 6,704 $ 6,216 $ 12,920 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 December 31, 2022 consisted of the following (in thousands) : Balance Sheet Location December 31, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,555 Equipment finance leases Property and equipment, net 7,979 Total lease assets 14,534 Liabilities Current Operating leases Other current liabilities 1,530 Equipment finance leases Other current liabilities 2,116 Sub-total 3,646 Non-current Operating leases Other non-current liabilities 5,174 Equipment finance leases Other non-current liabilities 4,100 Sub-total 9,274 Total lease liabilities $ 12,920 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. Total lease expense recorded was $2.5 million and $0.8 million, for the years ended December 31, 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 consolidated balance sheet. Total lease expense recorded for these short-term leases for the year ended December 31, 2022 was $0.3 million. 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 years ended December 31, 2022 and 2021 consisted of the following (in thousands) : Years Ended December 31, Income Statement Location 2022 2021 Amortization Cost of goods sold $ 848 $ 222 Interest accretion on finance lease liabilities Other income (expense), net 428 52 Total $ 1,276 $ 274 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 year ended December 31, 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 $ 1,734 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 3.9 years Equipment finance leases 2.4 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 6.9 % Maturity Analysis A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of December 31, 2022 consisted of the following (in thousands) : December 31, 2022 Operating Leases Equipment Finance Leases Total 2023 $ 1,861 $ 2,552 $ 4,413 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 114 157 271 Total future minimum lease payments 7,475 7,036 14,511 Less: imputed interest 771 820 1,591 Present value of Lease Liabilities $ 6,704 $ 6,216 $ 12,920 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 | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Recapitalization and Contingent Earn-out Shares Liability | Recapitalization and Contingent Earn-out Shares Liability Recapitalization As discussed in Note 1 — Description of Business , 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: • Legacy Xos stockholders had the largest voting interest in the post-combination company; • The Company's board of directors is authorized to be up to nine members a nd had six members designated at the time of closing, and Legacy Xos had the ability to nominate the majority of the members of the Company’s board of directors as of the Closing; • Legacy 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. 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 common stock, par value $0.0001 per share, issued by Legacy Xos prior to the Business Combination (“Legacy Xos Common Stock”) and preferred stock, par value $0.0001 per share, issued by Legacy Xos prior to the Business Combination (“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 shares provision as liability with a fair value of $101.7 million on the day of the merger consummation; and, • the assumption of the Public Warrants (12,499,964 units) and Private Placement Warrants (6,333,334 units) at fair value of $17.9 million on the day of merger consummation. The net proceeds from the Business Combination, as reported in the consolidated statement of cash flows within the financing section for the year ended December 31, 2021, is as follows ( in thousands ): Cash from NextGen trust, net of redemptions $ 76,145 Cash from PIPE investment 196,000 Less: fees paid to the underwriters, including NextGen’s IPO underwriters (24,285) Less: other transaction costs (31,139) Net cash received from the business combination $ 216,721 The number of shares of Common Stock issued in connection with the transaction follows: Third party PIPE investors 19,600,000 NextGen sponsor and related parties 7,613,884 NextGen public shareholders 9,375,000 Xos stockholders 125,595,737 Total shares of Common Stock issued in the Business Combination 162,184,621 Contingent Earn-out Shares Liability The Company has a contingent obligation to issue 16.2 million shares (the “Earn-out Shares”) of Common Stock and grant 261,000 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021. The Earn-out Shares will be issued in tranches based on the following conditions: i. If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $14.00 per share for any 10 trading days within any consecutive 20-trading day period between the merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $14.00 per share, but less than $20.00. If there is a change in control where the value per share of commons stock is less than $14.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no Common Stock shall be issuable. ii. If the VWAP of the Common Stock equals or exceeds $20.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $20.00 per share, but less than $25.00. iii. If the VWAP of the Common Stock equals or exceeds $25.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the valuer per share of the Company is equal to or greater than $25.00 per share. Pursuant to the guidance under ASC 815, Derivatives and Hedging , the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the consolidated statements of operations and comprehensive income (loss) accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of August 20, 2021, the initial fair value of the Earn-out Shares liability was recognized at $101.7 million with a corresponding reduction from the additional paid-in capital in stockholders’ (deficit) equity. As of December 31, 2022 and 2021, the fair value of the Earn-out Shares liability was estimated to be $0.6 million and $29.2 million, respectively. The Company recognized a gain on the change in fair value in Earn-out Shares liability of $28.7 million and $72.5 million in its consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and 2021, respectively. The allocated fair value to the Earn-out RSU component, which is covered by ASU 718, Compensation — Stock Compensation, is recognized as stock-based compensation expense over the vesting period commencing on the grant date of the award. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 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 million (the “Convertible Debentures”). On August 11, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued a Convertible Debenture to Yorkville in the principal amount of $20.0 million . On September 21, 2022, pursuant to the Securities Purchase Agreement, the Company sold and issued an additional Convertible Debenture to Yorkville 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%, 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% 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 (“Floor Price”) that is subject to further adjustment in accordance with the terms of the Convertible Debentures). The Floor Price was $0.96 as of December 31, 2022. 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 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%) plu s accrued and unpaid interest, subject to certain conditions (“Prepayments”). 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 Convertible Debentures. No Prepayments were made during the year ended December 31, 2022. 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 derivative features of the Convertible Debentures are carried on the Company’s consolidated balance sheet at fair value of $0.4 million in Derivative liabilities as of December 31, 2022 . For the year ended December 31, 2022, t he Company recorded a gain on the change in fair value of derivative liabilities of $7.4 million. The derivative liabilities associated with the Convertible Debentures will remain in effect until such time as the underlying convertible notes are exercised or terminated (see Note 12 — Derivative Instruments ). The Company classified the Convertible Debentures and associated derivative liabilities as current liabilities given a maturity date of less 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 Convertible 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 year ended December 31, 2022 in Note 19 - 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 year ended December 31, 2022; thus, including these financial instruments would have an antidilutive effect on EPS. As of December 31, 2022, the Company had a principal balance of $33.0 million outstanding, net of unamortized debt discounts and issuance costs of $6.2 million. Amortization of debt discounts and issuance costs, recorded in other income (expense), net, for the year ended December 31, 2022 totaled $2.6 million. The Company recorded interest expense of $0.7 million in other income (expense), net related to the Convertible Debentures during the year ended December 31, 2022. As of December 31, 2022, Yorkville converted $2.0 million of principal and $0.1 million of accrued and unpaid interest into 2,078,332 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. (“Aljomai h”) 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 $20.0 million in principal amount of a convertible promissory note (the “Original Note”) to Aljomaih. 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 se ttlement 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 redemption 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 redeem 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 year ended December 31, 2022 in Note 19 — 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 year ended December 31, 2022; thus, including these financial instruments would have an antidilutive effect on EPS. As of December 31, 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 year ended December 31, 2022 was immaterial. The Company recorded accrued interest expense of $0.8 million in other income (expense), net related to the Note as of December 31, 2022. Legacy Xos Convertible Notes Between 2016 through 2020, Legacy Xos issued approximately $21.5 million of convertible notes, with maturities ranging from ten years to less than one year at issuance. The convertible notes were to be automatically converted upon Legacy Xos obtaining additional equity financing, or in some cases, a change in control. Proceeds from the converted note issuances were primarily used to fund Legacy Xos’ operations during these periods. As of March 31, 2021, Legacy Xos converted all $21.5 million of convertible notes to Legacy Xos’ Preferred Stock, which was converted to Common Stock upon merger consummation. All of the converted notes bore simple interest at a rate of 8.0%. Interest on the notes was accumulated until the earlier of maturity or a transaction that triggered exercise of the conversion feature. All of the notes were unsecured and had varying maturity dates, as described below. For disclosure purposes, management has divided the convertible notes into three groups: Group 1 Converted Notes, Group 2 Converted Notes, and a Group 3 Converted Note. Group 1 Converted Notes Group 1 Converted Notes consisted of notes with an aggregated issue amount of $6.4 million, with ten years maturities ranging from December 2026 to July 2029, and that provide for two distinct resolutions: (a) payment of principal and accrued interest in cash at maturity, or (b) conversion to a form of equity interest in Legacy Xos at the lesser of (i) eighty percent (80%) to ninety percent (90%) of the per share price of the equity issued in the qualified financing or (ii) a valuation cap divided by a fully diluted capitalization. Principal and accrued interest is payable at the maturity date. The valuation cap ranges from $10,000 to $200,000 and varies by issuance. The conversion at a discount to the subsequent qualified financing was evaluated as an embedded put feature requiring bifurcation as a separately recorded derivative liability instrument. The conversion based upon the stated valuation cap and fully diluted capitalization was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date. The bifurcated derivative feature of the Group 1 Converted Notes was recorded as a debt discount which is amortized to interest expense over the life of the respective converted note. The Company incurred debt discounts totaling $489,000 related to the conversion feature. The unamortized debt discounts at conversion, equaled $1.2 million at conversion and were eliminated upon conversion in accordance with ASC 470. Group 2 Converted Notes Group 2 Converted Notes consisted of notes with an aggregated issue amount of $14.1 million, with varying maturities ranging from March 2021 to August 2030, and of varying issuance dates that provide for four distinct resolutions: (a) payment of principal and accrued interest in cash at maturity, (b) conversion to a form of equity interest in Legacy Xos issued in a subsequent qualified financing at the lesser of (i) eighty percent (80%) to ninety percent (90%) of the per share price of the equity issued in the qualified financing or (ii) a valuation cap of $60,000,000 divided by the fully diluted capitalization, or (c) following certain corporate transactions, including a change in control a settlement in cash at an amount equal to the accrued interest plus three times the principal balance of the note or converted into Common Stock at a price per share equal to a valuation cap of $60,000,000 divided by the fully diluted capitalization, or (d) optionally converted into Common Stock at maturity at a per share price obtained by dividing $30,000,000 valuation cap by the fully diluted capitalization. Principal and accrued interest is payable on the maturity date. The conversion at a discount to the subsequent qualified financing, and the cash settlement following certain corporate transactions, were evaluated as embedded put features requiring bifurcation as a separately recorded derivative instruments. The conversion based upon the stated valuation cap and fully diluted capitalization was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date. The fair value of the bifurcated derivatives of the Group 2 Converted Notes was recorded as a debt discount which is amortized to interest expense over the life of the respective converted note. The Company incurred debt discounts totaling $5.2 million. The unamortized debt discounts at conversion, equaled $4.0 million and were eliminated upon conversion in accordance with ASC 470. Group 3 Converted Note The Group 3 Converted Note is a single note with a $1.0 million issue amount in December 2018, maturing in December 2020. This note was converted in the first quarter of fiscal year 2021. The noteholder elected to wait for conversion rather than collect the principal and accrued interest amounts. The Group 3 Converted Note allowed for payment in cash at maturity or, in the event of a conversion event, a conversion of the principal and accrued interest of the note into two percent (2%) of the outstanding equity of the Company after the conversion transaction. The conversion into 2% of the outstanding equity was evaluated as a conversion feature and did not require bifurcation as an embedded derivative. This conversion feature had zero intrinsic value on the commitment date, accordingly, no discount on the debt issuance was recorded and no discount had been amortized during the periods under presentation. However, during the fourth quarter of 2021, it became evident that all the converted notes were likely to be exercised and it was possible to determine an intrinsic value of the conversion feature. Accordingly, as of December 2020, the Company recognized a discount on the converted note of $645,000 and an offsetting derivative liability in the same amount. Due to the immediacy of conversion, the discount on the Group 3 Converted Note was not amortized. |
SAFEs
SAFEs | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SAFEs | SAFEs On October 30, 2020, the Company entered into a SAFE agreement (Simple Agreement for Future Equity) totaling $30,000 issued to Elemental Excelerator (the “SAFE” ). Conversion or cash-out events: In the event of an equity financing in which the Company issues and sells Preferred Stock for the purpose of raising capital and upon approval by the Company’s Board of Directors, the SAFEs will convert into a series of Preferred Stock of the company. The SAFE will convert into a number of shares of preferred stock equal to the quotient obtained by dividing (x) the principal amount of the SAFE by (y) the product of (A) $30 (which was the applicable price per share in the then-applicable financing round) and (B) 80%. The SAFE holder will either receive cash or shares of the Company’s Common Stock for its SAFE if a liquidity event were to occur before the expiration or termination of the SAFE. In the event of a dissolution, the SAFE holder will receive the purchase amount, due and payable immediately prior to, or concurrent with, the consummation of the dissolution event. The SAFE will terminate or expire upon either the issuance of capital stock to the investor, or payment of the amount due to the investor. Preference upon dissolution: Should the Company dissolve or wind-up operations prior to a conversion or cash-out event, the SAFE holder will be paid back their purchase amount prior to the distribution of assets to Common Stock investors and concurrent with payments for other Convertible Securities and/or Preferred Stock. In February 2021 the SAFE, upon approval by the board of directors of Legacy Xos, converted into shares of Class A Preferred Stock shares. The SAFE holder contributed an additional $0.6 million in cash and the $30,000 SAFE in exchange for 76,471 shares of Series A Preferred Stock. |
Investments in Marketable Debt
Investments in Marketable Debt Securities, Available-for-Sale | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Debt Securities, Available-for-Sale | Investments in 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 for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 40,177 $ — $ (612) $ 39,565 U.S. treasuries 2,201 — (21) 2,180 Asset-backed security and other 5,324 — (76) 5,248 Non-U.S. government and supranational bonds 3,685 — (30) 3,655 $ 51,387 $ — $ (739) $ 50,648 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 investment in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 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 $ 1,789 $ (2) $ 37,775 $ (610) $ 39,564 $ (612) US treasuries — — 2,181 (21) 2,181 (21) Asset-backed security and other — — 5,248 (76) 5,248 (76) Non-U.S. government and supranational bonds — — 3,655 (30) 3,655 (30) $ 1,789 $ (2) $ 48,859 $ (737) $ 50,648 $ (739) 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 years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Gross realized gains $ — $ — Gross realized losses $ (147) $ (1) Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity for the year ended December 31, 2022 consisted of the following ( in thousands, except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 51,387 $ 50,648 Weighted average contractual maturity 0.3 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity for the year ended 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 |
Equity
Equity | 12 Months Ended |
Dec. 31, 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 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 2021, Legacy Xos executed a financing round and issued shares of preferred stock (the “2020 Series A Financing’’). The 2020 Series A Financing included the authorization of 25,794,475 shares of Legacy Xos Preferred Stock in classes A through A-10. The shares of Class A Legacy Xos Preferred Stock was allocated to investors who contributed new money to Legacy Xos, while the shares of Class A-1 through A-10 Legacy Xos Preferred Stock were issued in exchange to convertible note holders. As part of this raise, 1,411,764 shares of Class A Legacy Xos Preferred Stock and one warrant exercisable for 319,411 shares of Class A Legacy Xos Preferred Stock were issued for aggregate cash proceeds of $9.6 million and a subscription receivable for $2.4 million. During the quarter ended March 31, 2021, 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 (refer to Note 9 — SAFEs ). As part of this transaction, Legacy Xos converted $21.5 million of convertible n otes and $2.5 million in accrued interest into 21,570,308 shares of Class A-1 through A-10 Legacy Xos Preferred Stock. These exchanges from convertible notes into shares of Legacy Xos Preferred Stock included transactions with both related and unrelated parties. The differences between the total carrying value of the converted notes held by third parties, and the fair value of the issued shares of Legacy Xos Preferred stock, was recorded as realized loss on debt extinguishment in the consolidated statements of operations and comprehensive income (loss). The Company 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 year ended December 31, 2022, the Company issued 1,809,515 shares of Common Stock under the SEPA for proceeds $4.3 million. As of December 31, 2022, the remaining commitment available under the agreement was $120.7 million. |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Public and Private Placement Warrants As of December 31, 2022, the Company had 18,633,601 Public Warrants and 199,997 Private Placement Warrants outstanding, with fair values of $0.7 million and $7,023, 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 stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per Common Stock equals or exceeds $18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Common Stock when the price per share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless. Warrant Liability on Legacy Xos Preferred Stock In connection with the Series A Financing (see Note 11— Equity ), the Company issued one warrant to a holder of Legacy Xos Preferred Stock (the “Legacy Xos Preferred Stock Warrant”), which permitted a purchase of up to 319,411 shares of Class A Legacy Xos Preferred Stock at an exercise price of $8.50. The Legacy Xos Preferred Stock Warrant was exercisable for 5 years from issuance date and expires on 2025 or earlier upon the consummation of a liquidation event or a SPAC transaction. The Company has classified this Level 3 derivative instrument as a liability, with fair value changes flowing through the consolidated statements of operations. During the year ended December 31, 2021, the Legacy Xos Preferred Stock Warrant was exercised, resulting in a proceeds of $2.7 million . Embedded Derivative Liabilities on Convertible Debentures The Convertible Debentures are principally debt financial instrument hosts containing various embedded features and options. Upon analysis of these features and options, the Company identified one option present within both Convertible Debentures which required bifurcation from the host debt contract upon issuance of each debenture and subsequent periodic valuation under ASC 815. The Company estimates the fair value of the embedded features using a Monte Carlo simulation (see Note 18 — Fair Value Measurements ). The carrying value of the embedded derivatives on the Convertible Debentures were recorded as derivative liabilities on the consolidated balance sheet and changes in fair value are reflected within the c onsolidated statements of operations and comprehensive income (loss) . Embedded Derivative Liability on Legacy Xos Convertible Notes The convertible notes were principally a debt financial instrument host containing embedded features and for options which would otherwise be required to be bifurcated from the debt hosts and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. The Company determined that, with the 2020 Series A Financing (see Note 11— Equity ), the likelihood of the notes converting had risen to a near certainty as of December 31, 2020. Accordingly, the related derivative liability for these notes were revalued assuming a probability of 100% for conversion according to the notes’ terms. The fair value of the derivative liability was estimated using a probability weighted assessment of the settlement value. The significant unobservable inputs to the fair value calculation are the estimated probability that settlement will occur as well as the timing of such settlement. These are subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, these techniques are highly volatile and sensitive to changes in inputs. Because derivative financial instruments are initially and subsequently carried at fair values, the Company’s income will reflect the volatility in these estimates and assumption changes. The Company has determined that as a result of the conversion, the probability of settlement occurring increased to 100% and adjusted the fair value of derivative liability accordingly. The carrying value of the embedded derivative on the convertible notes was recorded as a derivative liability on the consolidated balance sheet. As of December 31, 2021, there was no associated balance in the derivative liability due to conversion in conjunction with the Series A Financing during the 1st quarter of 202 1. See Note 9 — SAFEs for further details. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Stock Plan On November 27, 2018, 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 December 31, 2022 there were 1,572,451 Options outstanding under the 2018 Stock Plan. The amount and terms of option grants were determined by the board of directors of Legacy Xos. The options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over four 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 pe riod thereafter based on continued service. Stock option activity for the year ended December 31, 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 144,712 0.04 0.03 Forfeited 121,596 0.03 0.03 December 31, 2022 — Options outstanding 1,572,451 $ 0.02 $ 0.02 7.14 $ 670,451 December 31, 2022 — Options vested and exercisable 965,454 $ 0.02 $ 0.02 6.97 $ 411,741 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 years ended December 31, 2022 and 2021 were approximately $0.7 million and $5.8 million, 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 years ended December 31, 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 no statutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSUs, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of Xos’ affiliates. As of December 31, 2022, there were 12,782,447 shares of Common Stock available for issuance under the 2021 Equity Plan. RSU activity for the year ended December 31, 2022 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2021 — RSU outstanding 1,844,820 3.60 $ 5,811,183 Granted 11,268,054 1.42 15,727,706 Vested 1,217,537 3.09 1,932,613 Forfeited 1,587,065 2.67 2,584,102 December 31, 2022 — RSU outstanding 10,308,272 1.45 $ 4,565,534 The Company recognized stock-based compensation expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and 2021 totaling approximate ly $5.2 million and $1.7 million, respectively, which consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Cost of goods sold $ 406 $ — Research and development 860 361 Sales and marketing 472 108 General and administrative 3,484 1,189 Total $ 5,222 $ 1,658 The unamortized stock-based compensation was $13.5 million as of December 31, 2022, and weighted average remaining amortization period as of December 31, 2022 was 2.26 years. The aggregate fair value of RSUs that vested w as $1.9 million during the year ended December 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Equipment $ 7,595 $ 2,484 Finance lease assets 9,283 3,378 Furniture & fixtures 173 141 Company vehicles 1,389 153 Leasehold improvements 1,401 626 Computers, software and related equipment 2,865 1,289 Construction in progress 346 826 Property and Equipment, gross 23,052 8,897 Accumulated depreciation (4,471) (1,471) Property and Equipment, net $ 18,581 $ 7,426 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Obligations The Company enters into non-cancellable long-term purchase orders and vendor agreements in the normal course of business. The estimated future payments having a remaining term in excess of one year as of December 31, 2022 were as follows ( in thousands ): Years ended December 31, Minimum Purchase Commitment 2023 $ 1,820 2024 1,300 2025 1,300 2026 1,300 2027 1,300 Thereafter 1,300 Total $ 8,320 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leases property in North Hollywood, California from the Valley Industrial Properties which is owned by the Sunseeker Trust. The Sunseeker Trust is an irrevocable trust with the beneficiary being the mother of the CEO, Dakota Semler. Rent expense incurred in the amount of $0.1 million for the years ended December 31, 2022 and 2021, respectively. The Company has a contract manufacturing agreement with Fitzgerald Manufacturing Partners to provide manufacturing services. The owner of Fitzgerald is a stockholder of the Company. The Company also utilizes Metalsa S.A. de C.V., a Mexico-based automotive supplier, to provide parts and manufacturing services. Metalsa has an investment in the Company in the form of a convertible note payable which was converted as part of the Series A Financing (se e Note 11 — Equity , above). The Company had a partial recourse promissory note in the amount of $0.4 million 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 $0.4 million on June 24, 2019. The full balance and interest of $15,000 was forgiven by the Company during the first quarter of 2021. During 2021 , the Company convert ed 34 notes payable with outstanding carrying value of $18.9 million from related parties into 19,664,000 preferred shares as described above in Note 11 — Equity . These related parties consisted of the CEO, COO, board members, board advisors, and various trusts whose beneficiaries are relatives of the CEO. During 2021, the Company utilized employees from an entity owned by the CEO in conducting repairs and maintenance at their new headquarters. Amounts charged for these services were at the employees’ current salary rates including benefits and totaled $0.1 million during the year ended December 31, 2021. There were no comparable amounts charged during the year ended December 31, 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income (loss) before provision for income taxes for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 U.S. $ (73,317) $ 23,403 Foreign — — Income (loss) before provision for income taxes $ (73,317) $ 23,403 The income tax expense for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Current: Federal $ — $ — State 8 2 Foreign — — Total current income tax expense $ 8 $ 2 Deferred: Federal $ — $ — State — — Foreign — — Total deferred income tax expense — — Income tax expense $ 8 $ 2 The reconciliation between the provision for income tax expense and the amount of income tax computed by applying the U.S. federal statutory rate to income before provision for income taxes as shown in the accompanying consolidated statements of operations and other comprehensive loss for the years ended December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 Tax provision at U.S. federal statutory rate 21.00 % 21.00 % Nondeductible expenses (0.93) 0.11 Fair value adjustments on earnout interests liability 8.22 (65.06) Fair value adjustments on derivative liability 1.96 (16.60) Fair value adjustments on convertible notes — 12.66 Transaction costs — (21.91) Research and development credit 3.10 (3.18) State taxes, net of federal benefit 10.41 (20.33) Change in valuation allowance adjustment (44.79) 92.00 Other 1.02 1.32 Effective tax rate (0.01) % 0.01 % The Company's components of deferred tax assets and liabilities for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryover $ 39,061 $ 18,649 General business and other tax credits 5,622 1,180 Capitalized research and development 5,937 — Intangible assets 2,236 2,376 Fair value adjustments 199 — Lease liabilities 1,811 — Stock based compensation 1,092 188 Other non-current deferred tax assets 2,747 415 Subtotal 58,705 22,808 Valuation allowance (54,572) (21,530) Total $ 4,133 $ 1,278 Deferred tax liabilities: Fixed assets $ (998) $ (1,278) Operating lease right-of-use asset (1,770) — Other non-current deferred tax liabilities (1,365) — Total $ (4,133) $ (1,278) Net deferred tax asset $ — $ — The Company has recorded a full valuation allowance as of December 31, 2022 and 2021 since, in the judgement of management given the Company’s history of losses, the realization of these deferred tax assets was not considered more likely than not. The valuation allowance was $54.6 million and $21.5 million as of December 31, 2022 and 2021, respectively, with increases attributable to the current year’s provision. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. In accordance with Internal Revenue Code Section 382 (“Section 382”) and Section 383 (“Section 383”), a corporation that undergoes an “ownership change” (generally defined as a cumulative change (by value) of more than 50% in the equity ownership of certain stockholders over a rolling three-year period) is subject to limitations on its ability to utilize its pre-change net operating losses and research and development credits to offset post-change taxable income and post-change tax liabilities, respectively. The Company’s existing net operating losses and research and development credits may be subject to limitations arising from previous ownership changes, and the ability to utilize net operating losses could be further limited by Section 382 and Section 383 of the Code. In addition, future changes in the Company’s stock ownership, some of which may be outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 of the Code. As of December 31, 2022, the Company had net operating loss carryforwards of $283.8 million. This consists of approximately $141.2 million of federal net operating losses and approximately $142.6 million of state net operating losses. The federal net operating losses have an indefinite carryforward period, and the state net operating losses may expire between 2036 and 2042. As of December 31, 2022, the Company had research and development credit carryforwards of $6.1 million. This consists of approximately $3.7 million federal research and development credits, which will begin to expire in 2041, and approximately $2.4 million California research and development credits, which do not expire. The Company is subject to taxation and files income tax returns with the U.S. federal government and various states. The Company currently is not under audit by the Internal Revenue Service or other similar tax authorities, and generally is not subject to examination for tax years prior to 2018. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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, derivative features of the Convertible Debentures 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 December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets Cash and Cash Equivalents (1) : Money market funds $ 22,481 $ 22,481 $ — $ — Corporate debt security 2,199 2,199 — — $ 24,680 $ 24,680 $ — $ — Short-Term Investments: U.S. treasuries $ 2,181 $ 2,181 $ — $ — Corporate debt security 39,564 — 39,564 — Asset-backed security and other 5,248 — 5,248 — Non-U.S. government and supranational bonds 3,655 — 3,655 — $ 50,648 $ 2,181 $ 48,467 $ — Total Financial Assets $ 75,328 $ 26,861 $ 48,467 $ — Financial Liabilities: Private Placement Warrants $ 7 $ — $ 7 $ — Public Warrants 654 654 — — Derivative Liabilities 405 — — 405 Contingent Earn-out Shares liability 564 — — 564 Total Financial Liabilities $ 1,630 $ 654 $ 7 $ 969 December 31, 2021 Fair Value Level 1 Level 2 Level 3 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 $ — 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 on the Consolidated Balance Sheets. The changes in the fair value of Level 3 financial liabilities during the year ended December 31, 2022 consisted of the following ( in thousands ): Derivative Liabilities on Convertible Debentures Contingent Earn-out Shares Liability Fair value at December 31, 2021 $ — $ 29,240 Recognition of earn-out RSUs — 6 Initial recognition of convertible debenture derivative liabilities 7,755 — Change in fair value during the period (7,350) (28,682) Fair value at December 31, 2022 $ 405 $ 564 Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of December 31, 2022: December 31, 2022 December 31, 2021 Stock price $0.44 $3.15 Stock price volatility 80.0% 80% Expected term 3.64 years 4.64 years Risk-free interest rate 4.2% 1.21% Significant unobservable inputs related to Level 3 derivative liabilities consisted of the following as of December 31, 2022: December 31, 2022 Stock price $0.44 Stock price volatility 80.0% Expected term 0.86 years Risk-free interest rate 4.6% |
Net (Loss) Income per Share
Net (Loss) Income per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | Net (Loss) Income per Share Basic and diluted net income (loss) per share for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands, except for per share amounts ): December 31, 2022 December 31, 2021 Numerator: Net (loss) income $ (73,325) $ 23,401 Net (loss) income attributable to common stockholders, basic (73,325) 23,401 Change in fair value of derivative liabilities, net of tax 7,350 — Interest expense on convertible debentures, net of tax (3,267) — Net (loss) income attributable to common stockholders, diluted (77,408) 23,401 Denominator: Basic Weighted average common shares outstanding — basic 165,253 105,568 Basic net (loss) income per share $ (0.44) $ 0.22 Diluted Weighted average common shares outstanding from above 165,253 105,568 Add: dilutive effect of convertible debentures 9,129 2,189 Add: dilutive effect of RSUs — 29 Weighted average common shares outstanding 174,382 107,786 Diluted net (loss) income per share $ (0.44) $ 0.22 Potential weighted average shares that were excluded from the computation of diluted net (loss) income per share because their effect was anti-dilutive in December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Contingent earn-out shares 16,422 5,984 Common stock public and private warrants 18,833 6,863 Restricted stock units 10,308 — Stock options 1,572 — If-converted common stock from convertible debt 8,397 — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Convertible Debentures Pursuant to the Convertible Debentures, as a result of the daily VWAP being less than the Floor Price for five consecutive trading days, the Company was required to make, and made, Prepayments to Yorkville in the amount of $3.7 million on January 3, 2023 and $3.2 million on January 10, 2023. Additionally, on March 21, 2023, the Company received notice that a Prepayment in the amount of $3.5 million was due on March 31, 2023, as a result of the daily VWAP being less than the Floor Price for five consecutive trading days. The Floor Price was $0.59 as of the date of this Report. See Note 8 – Convertible Notes for additional information regarding the Convertible Debentures and the Prepayment requirement. |
Basis of Presentation, Summar_2
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - (Policies) | 12 Months Ended |
Dec. 31, 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. |
Basis of Presentation | The Company’s consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
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, contingent earn-out shares liability, stock-based compensation, valuation of convertible debt and related embedded derivatives, 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 financial statements. |
Reclassifications | Certain prior p eriod balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes, including (i) presenting equipment leases as part of other current and non-current liabilities and (ii) 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 . Additionally, the Company reclassified depreciation expense to general and administrative expense . These reclassifications have no effect on previously reported total assets, total liabilities or net loss. |
Revenue Recognition | The Company generates revenue from the sale of its commercial electric vehicles, powertrains and battery packs, and goods and services related to charging infrastructure. ASC 606, Revenue from Contracts with Customers , requires the Company to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company determines revenue recognition by applying the following steps: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations; and 5. Recognizing revenue as the performance obligations are satisfied. The Company recognizes revenue primarily consisting of product sales, inclusive of shipping and handling charges, net of estimates for customer returns. Revenue contracts are identified when an enforceable agreement has been made with a customer. Performance obligations are identified in the contract for each distinct products provided within the contract. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract. Any deposits from customers represent contract liabilities. The Company recognizes revenue by transferring the promised products to the customer, with the revenue recognized at the point in time the customer takes control of the products as agreed in the contracts, normally when delivered to the carrier. The Company recognizes revenue for shipping and handling charges at the time control is transferred for the related product. Costs for shipping and handling activities that occur after control of the product transfers to the customer are recognized at the time of sale and presented in cost of goods sold. The majority of its contracts have a single performance obligation, which is met at the point in time that the product is delivered to the carrier, and title passes to the customer, and are short term in nature. Sales tax collected from customers is not considered revenue and is accrued until remitted to the taxing authorities. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase as cash equivalents for which cost approximates fair value. Portions of the balance of cash and cash equivalents were held in financial institutions, various money market funds and short-term commercial paper. Money market funds have floating net asset values and may be subject to gating or liquidity fees. The likelihood of realizing material losses from cash and cash equivalents, including the excess of cash balances over federally insured limits, is remote. |
Restricted Cash | Restricted cash includes those cash accounts for which the use of funds is restricted by any contract or bank covenant, including letters of credit. |
Accounts Receivable, Net | The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for doubtful accounts. The Company maintains its allo wance for doubtful accounts at a level considered adequate to provide for |
Investments in Marketable Debt Securities, Available-for-Sale | The Company maintains a portfolio of investments in a variety of fixed and variable rate debt securities, including U.S. treasuries, corporate debt, asset-backed securities and other, non-U.S. government and supranational bonds and certificate of deposit. The Company considers its investments in marketable debt securities to be available-for-sale, and accordingly, are recorded at their fair values. The Company determines the appropriate classification of investments in marketable debt securities at the ti me of purchase. Interest along with amortization of purchase premiums and accretion of discounts from the purchase date through the estimated maturity date, including consideration of variable maturities and contractual call provisions, are included in other income (expenses), net in the consolidated statements of net and comprehensive income. The Company typically invests in highly-rated debt securities, and its investment policy generally limits the amount of credit exposure to any one issuer. The policy requires substantially all investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. See Note 1 0 – Investments in Marketable Debt Securities, Available-for-Sale for additional information. |
Inventories, Net | 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. 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 any excess or obsolescence. 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 realizable amount (“NRV”) 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. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets primarily consists of prepaid inventory, other insurance assets, deposits, assets held-for-sale and prepaid license and subscriptions. Prepaid inventory includes contractual advance payments to suppliers for inventory to secure the raw materials needed for production and research and development purposes. Prepaid inventory is reclassified to inventories when received. Amortization expense on other prepaid assets and insurance assets is calculated using the straight-line method over the stated term of the prepaid assets and properly classified into the corresponding expense account. Assets held-for-sale are measured, on a quarterly basis, at the lower of their carrying value and fair value less costs to sell. Impairment costs are recorded in the period incurred. |
Income taxes | The Company applies the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. In assessing the realizability of deferred income tax assets, ASC 740 requires a more likely than not standard be met. If the Company determines that it is more likely than not that deferred income tax assets will not be realized, a valuation allowance must be established. The Company records a valuation allowance, when necessary, to reduce deferred tax assets to the amount expected to be realized. Estimates of the realizability of deferred tax assets, as well as the Company’s assessment of whether an established valuation allowance should be reversed, are based on projected future taxable income, the expected timing of the reversal of deferred tax liabilities, and tax planning strategies. When evaluating whether projected future taxable income will support the realization of deferred tax assets, the Company considers both its historical financial performance and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. |
Property, Plant and Equipment, net | Property and equipment, net, including leasehold improvements, are stated at cost less accumulated depreciation. Depreciation expense is calculated using the straight-line method over the estimated useful lives of the asset. Leasehold improvements are depreciated over the shorter of the estimated life of asset or the lease term. Depreciation expense is included in cost of goods sold, general and administrative expense and research and development expense on our consolidated statements of operations and comprehensive income (loss). Construction in progress is comprised primarily of production equipment, tooling, and leasehold improvements related to the manufacturing of the Company’s products, including all costs of obtaining the asset and bringing it to the facilities in the condition necessary for its intended use. There is no depreciation provided for assets in construction in progress. Once completed, the assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. The estimated useful lives to calculate depreciation of property and equipment and leasehold improvements consisted of the following: Asset Category Useful Life Equipment 5 years Finance leases Shorter of the lease term or the useful lives of the assets Vehicles 5 years Leasehold improvements Shorter of the lease term or the useful lives of the assets Furniture and fixtures 5 years Computers, internally developed software and related equipment 3 years The Company capitalizes additions, renewals, and improvements greater than $5,000, while repairs and maintenance are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statements of operations and comprehensive income (loss) as a component of other income (expense), net. The Company evaluates its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures recoverability by comparing the carrying |
Warranty Liability | 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 |
Public and Private Placement Warrants | The warrants to purchase shares of Common Stock at an exercise price of $11.50 per share originally issued in connection with NextGen’s initial public offering (the “Public Warrants”) and the warrants to purchase Common Stock originally issued in a private placement in connection with the initial public offering of NextGen (the “Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of 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 purchasers 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. The Company determined the fair value of its Public Warrants based on the publicly listed trading price of such Warrants as of the valuation date. Accordingly, the Public Warrants are classified as Level 1 financial instruments. Additionally, since the Private Placement Warrants are substantially the same as the Public Warrants, the Company determined the fair value of its Private Placement Warrants based on the Public Warrant trading price. Accordingly, the Private Warrants are classified as Level 2 financial instruments. |
Contingent Earn-out Interests Liability | Earn-out Shares represent a freestanding financial instrument classified as liabilities on the accompanying consolidated balance sheets as the Company determined that these financial instruments are not indexed to the Company’s own equity in accordance with ASC 815, Derivatives and Hedging . Earn-out Shares liability were initially recorded at fair value in the Business Combination and are adjusted to fair value at each reporting date with changes in fair value recorded in change in fair value of Earn-Out Shares liability in the consolidated statements of operations and comprehensive income (loss). The earn-out triggers included a change of control provision within five years of the Closing, and achieving certain volume weighted average share prices (“VWAPs”) within five years of the Closing. These conditions result in the instrument failing indexation guidance and are properly reflected as a liability as of December 31, 2022 and 2021. |
Convertible Notes | In prior years, the Company issued convertible notes, which were convertible upon the Company obtaining additional equity financing, or in some cases, a change in control. At such time, the note holder will receive a calculated number of shares based on the additional equity financing. Certain notes provide a conversion discount to the share price at the time of the additional equity financing. The Company carries the convertible note liability at the outstanding principal balance, net of debt discounts, which approximates fair value. The convertible notes were principally a debt financial instrument host containing embedded features and /or options which would otherwise be required to be bifurcated from the debt hosts and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC 815. The other income (expense) related to the convertible note fair value adjustment is presented in a single line in the consolidated statements of operations and comprehensive income (loss). All convertible notes were converted during the fourth quarter of 2020 and first quarter of 2021 as part of the Series A financing. |
SAFE Note | On October 30, 2020, the Company issued Simple Agreement for Future Equity agreement totaling $30,000 to Elemental Excelerator (the “SAFE”). Conversion or cash-out events: In the event of an equity financing in which the Company issues and sells Preferred Stock for the purpose of raising capital, the SAFE will convert into a series of Preferred Stock of the Company. The SAFE will convert into the number of shares of Preferred Stock equal to $30,000 divided by 80% of the per share price of the equity financing event. SAFE holder will either receive cash for their note, or shares of the Company’s Common Stock if a liquidity event were to occur before the expiration or termination of the SAFE. In the event of a dissolution, the SAFE holder will receive the purchase amount, due and payable immediately prior to, or concurrent with, the consummation of the dissolution event. The SAFE will terminate or expire upon either the issuance of capital stock to the investor, or payment of the amount due to the investor. Preference upon dissolution : Should the Company dissolve or wind-up operations prior to a conversion or cash-out event, SAFE holder will be paid back their purchase amount prior to the distribution of assets to Common Stock investors and concurrent with payments for other Convertible Securities and/or Preferred Stock. In February 2021, the SAFE was converted into shares of Class A Preferred Stock. The SAFE holder contributed an additional $620,000 in cash and the SAFE Note in exchange for 76,471 shares of Class A Preferred Stock. |
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 and also elected not to recognize operating lease right-of-use assets and operating lease liabilities for leases with an initial term of twelve months or less. The leases have remaining terms from less than 1 year to 4 years. The Company reviews the carrying value of its ROU 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. |
Research and Development Costs | The Company’s research and development costs are related to developing new products and services and improving existing products and services. The Company is investing in the continued development and improvement of its battery systems and technology as well as its chassis design. Research and development costs consist primarily of personnel-related expenses, consultants, engineering equipment and supplies, and design and testing expenses. Research and development expenses have been expensed as incurred and included in the consolidated statements of operations and comprehensive income (loss). |
Advertising | Advertising costs are expensed as incurred and are included within sales and marketing expenses in the consolidated statements of operations and comprehensive income (loss). Advertising expenses for the years ended December 31, 2022 and 2021 totaled approximately $1.3 million and $0.4 million, r espectively. |
Share-based Compensation | The Company accounts for stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation , under which shared based payments that involve the issuance of Common Stock to employees and non-employees and meet the criteria for equity-classified awards are recognized in the financial statements as compensation expense based on the fair value on the date of grant. Prior to the Business Combination, the Company issued stock options to purchase shares of Common Stock (“Options”) to employees and non-employees under the Xos, Inc. 2018 Stock Plan (the “2018 Stock Plan”). The Company allows employees to exercise options prior to vesting. The Company considers the consideration received for the early exercise of an option to be a deposit and the related amount is recorded as a liability. The liability is relieved when the options vest. The Company has the right to repurchase any unvested (but issued) shares upon termination of service of an employee at the original exercise price. The Company stopped issuing options under the 2018 Stock Plan in the fourth quarter of 2020. The Company estimated the fair value of options on the date of the grant using the Black-Scholes option pricing model. After the Business Combination, the Company issues restricted stock units (“RSUs”) to employees and non-employees under the Xos, Inc. 2021 Equity Incentive Plan (the “2021 Stock Plan”). The Company initially values RSUs based on the grant date closing price of the Company’s Common Stock. For awards with periodic vesting, the Company recognizes the related expense on a straight-line basis over the requisite service period for the entire award, subject to periodic adjustments to ensure that the cumulative amount of expense recognized through the end of any reporting period is at least equal to the portion of the grant date value of the award that has vested through that date. The Company accounts for forfeitures prospectively as they occur. If there are any modifications or cancellations of the underlying unvested share-based awards, the Company may be required to accelerate, increase or cancel any remaining unrecognized or previously recorded stock-based compensation expense. |
Net (Loss) Income per Share | Basic income (loss) is computed using the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of the number of ordinary shares that would have been outstanding if all potentially dilutive ordinary shares had been issued, using the treasury stock method, in accordance with ASC 260, Earnings Per Share . In accordance with ASU 2020-06, the Company utilizes the if-converted method to compute the dilutive effect of convertible instruments. |
Concentrations of Credit and Business Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of December 31, 2022 and 2021, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such accounts. During the year ended December 31, 2022, one customer accounted for 42% of the Company’s revenues . During the year ended December 31, 2021, three customers accounted for 10%, 38%, and 46% of the Company’s revenues . As of December 31, 2022, two customers accounted for 22% and 12% of the Company’s accounts receivable. As of December 31, 2021, two customers accounted for 53% and 38% of the Company’s accounts receivable. |
Defined Contribution Plan | We have a 401(k) savings plan that is intended to qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) savings plan, participating employees are auto enrolled t o 3% of their eligible compensation, subject to certain limitations. We di d not make any contributions to the 401(k) savings plan during the years ended December 31, 2022 and 2021. |
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, 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 December 31, 2022 and 2021, the Company had $50.6 million and $149.5 million, respectively, in marketable debt securities, available for sale which would be subject to this new standard. As of December 31, 2022, these marketable debt securities, available for sale have an average credit rating of ‘A’ and no impairment write-downs have been recorded. ASU No. 2016-13 also applies to other financial assets including loans, trade receivables and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company is currently evaluating the impact of this new standard 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, Summar_3
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The estimated useful lives to calculate depreciation of property and equipment and leasehold improvements consisted of the following: Asset Category Useful Life Equipment 5 years Finance leases Shorter of the lease term or the useful lives of the assets Vehicles 5 years Leasehold improvements Shorter of the lease term or the useful lives of the assets Furniture and fixtures 5 years Computers, internally developed software and related equipment 3 years Property and equipment, net for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Equipment $ 7,595 $ 2,484 Finance lease assets 9,283 3,378 Furniture & fixtures 173 141 Company vehicles 1,389 153 Leasehold improvements 1,401 626 Computers, software and related equipment 2,865 1,289 Construction in progress 346 826 Property and Equipment, gross 23,052 8,897 Accumulated depreciation (4,471) (1,471) Property and Equipment, net $ 18,581 $ 7,426 |
Schedule of Reconciliation of the Change in the Product Liability Balances | The reconciliation of the change in the Company’s product liability balances for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Warranty liability, beginning of period $ 177 $ — Reduction in liability (payments) (220) — Increase in liability 1,142 177 Warranty liability, end of period $ 1,099 $ 177 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregated revenues by major source for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Product and service revenue Stepvans & vehicle incentives (1) $ 31,829 $ 2,735 Powertrains 2,226 2,152 Fleet-as-a-Service 606 — Total product revenue 34,661 4,887 Ancillary revenue 1,715 161 Total revenues $ 36,376 5,048 ____________ (1) Amounts are net of returns |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory amounted to $57.5 million and $30.9 million, respectively, for the years ended December 31, 2022 and 2021 and consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Raw materials $ 40,271 $ 19,323 Work in process 4,618 10,659 Finished goods 12,651 901 Total inventories $ 57,540 $ 30,883 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Prepaid inventories $ 2,372 $ 7,303 Prepaid expenses and other (1) 1,589 5,916 Financed insurance premiums 2,289 — Deposits (2) — 2,783 Assets held for sale 1,850 1,848 Total prepaid expenses and other current assets $ 8,100 $ 17,850 |
Schedule of Other Current Liabilities | Other current liabilities for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Accrued expenses and other (1) $ 7,782 $ 4,303 Customer deposits 721 899 Warranty liability 1,099 177 Equipment notes payable 303 482 Short-term insurance financing notes 2,065 — Operating lease liabilities, current 1,530 — Finance lease liabilities, current 2,116 — Total other current liabilities $ 15,616 $ 5,861 ____________ (1) Primarily relates to accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities as of December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Accrued interest expense $ 784 $ — Equipment notes payable, non-current 942 1,594 Operating lease liabilities, non-current 5,174 — Finance lease liabilities, non-current 4,100 — Total other non-current liabilities $ 11,000 $ 1,594 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease, Cost | A summary of the balances relating to the Company’s lease assets and liabilities as of December 31, 2022 consisted of the following (in thousands) : Balance Sheet Location December 31, 2022 Assets Operating leases Operating lease right-of-use assets, net $ 6,555 Equipment finance leases Property and equipment, net 7,979 Total lease assets 14,534 Liabilities Current Operating leases Other current liabilities 1,530 Equipment finance leases Other current liabilities 2,116 Sub-total 3,646 Non-current Operating leases Other non-current liabilities 5,174 Equipment finance leases Other non-current liabilities 4,100 Sub-total 9,274 Total lease liabilities $ 12,920 (in thousands) : Years Ended December 31, Income Statement Location 2022 2021 Amortization Cost of goods sold $ 848 $ 222 Interest accretion on finance lease liabilities Other income (expense), net 428 52 Total $ 1,276 $ 274 |
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 year ended December 31, 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 $ 1,734 ROU assets obtained in exchange for operating lease obligations $ 437 Weighted average remaining lease term: Operating leases 3.9 years Equipment finance leases 2.4 years Weighted average discount rate: Operating lease - IBR 5.5 % Equipment finance leases - rate implicit in the lease 6.9 % |
Schedule of Operating Leases, Maturity Analysis | A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of December 31, 2022 consisted of the following (in thousands) : December 31, 2022 Operating Leases Equipment Finance Leases Total 2023 $ 1,861 $ 2,552 $ 4,413 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 114 157 271 Total future minimum lease payments 7,475 7,036 14,511 Less: imputed interest 771 820 1,591 Present value of Lease Liabilities $ 6,704 $ 6,216 $ 12,920 |
Schedule of Finance Lease, Liability, Maturity Analysis | A summary of the undiscounted cash flows and a reconciliation to the Company’s lease liabilities as of December 31, 2022 consisted of the following (in thousands) : December 31, 2022 Operating Leases Equipment Finance Leases Total 2023 $ 1,861 $ 2,552 $ 4,413 2024 1,907 2,467 4,374 2025 1,962 1,362 3,324 2026 1,631 498 2,129 Thereafter 114 157 271 Total future minimum lease payments 7,475 7,036 14,511 Less: imputed interest 771 820 1,591 Present value of Lease Liabilities $ 6,704 $ 6,216 $ 12,920 |
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 |
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 |
Recapitalization and Continge_2
Recapitalization and Contingent Earn-out Shares Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | The net proceeds from the Business Combination, as reported in the consolidated statement of cash flows within the financing section for the year ended December 31, 2021, is as follows ( in thousands ): Cash from NextGen trust, net of redemptions $ 76,145 Cash from PIPE investment 196,000 Less: fees paid to the underwriters, including NextGen’s IPO underwriters (24,285) Less: other transaction costs (31,139) Net cash received from the business combination $ 216,721 The number of shares of Common Stock issued in connection with the transaction follows: Third party PIPE investors 19,600,000 NextGen sponsor and related parties 7,613,884 NextGen public shareholders 9,375,000 Xos stockholders 125,595,737 Total shares of Common Stock issued in the Business Combination 162,184,621 |
Investments in Marketable Deb_2
Investments in Marketable Debt Securities, Available-for-Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of 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 for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 40,177 $ — $ (612) $ 39,565 U.S. treasuries 2,201 — (21) 2,180 Asset-backed security and other 5,324 — (76) 5,248 Non-U.S. government and supranational bonds 3,685 — (30) 3,655 $ 51,387 $ — $ (739) $ 50,648 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 Investments in Available-For-Sale Securities That Have Been in a Continuous Unrealized Loss Position | The Company’s investment in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 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 $ 1,789 $ (2) $ 37,775 $ (610) $ 39,564 $ (612) US treasuries — — 2,181 (21) 2,181 (21) Asset-backed security and other — — 5,248 (76) 5,248 (76) Non-U.S. government and supranational bonds — — 3,655 (30) 3,655 (30) $ 1,789 $ (2) $ 48,859 $ (737) $ 50,648 $ (739) 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 years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): Years Ended December 31, 2022 2021 Gross realized gains $ — $ — Gross realized losses $ (147) $ (1) |
Schedule of Marketable Securities, Available-For-Sale, by Contractual Maturity | Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity for the year ended December 31, 2022 consisted of the following ( in thousands, except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 51,387 $ 50,648 Weighted average contractual maturity 0.3 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity for the year ended 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the year ended December 31, 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 144,712 0.04 0.03 Forfeited 121,596 0.03 0.03 December 31, 2022 — Options outstanding 1,572,451 $ 0.02 $ 0.02 7.14 $ 670,451 December 31, 2022 — Options vested and exercisable 965,454 $ 0.02 $ 0.02 6.97 $ 411,741 |
Schedule of Restricted Stock Units (RSUs) Activity | RSU activity for the year ended December 31, 2022 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2021 — RSU outstanding 1,844,820 3.60 $ 5,811,183 Granted 11,268,054 1.42 15,727,706 Vested 1,217,537 3.09 1,932,613 Forfeited 1,587,065 2.67 2,584,102 December 31, 2022 — RSU outstanding 10,308,272 1.45 $ 4,565,534 |
Schedule of Recognized Stock-Based Compensation Expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) | The Company recognized stock-based compensation expense in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2022 and 2021 totaling approximate ly $5.2 million and $1.7 million, respectively, which consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Cost of goods sold $ 406 $ — Research and development 860 361 Sales and marketing 472 108 General and administrative 3,484 1,189 Total $ 5,222 $ 1,658 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The estimated useful lives to calculate depreciation of property and equipment and leasehold improvements consisted of the following: Asset Category Useful Life Equipment 5 years Finance leases Shorter of the lease term or the useful lives of the assets Vehicles 5 years Leasehold improvements Shorter of the lease term or the useful lives of the assets Furniture and fixtures 5 years Computers, internally developed software and related equipment 3 years Property and equipment, net for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Equipment $ 7,595 $ 2,484 Finance lease assets 9,283 3,378 Furniture & fixtures 173 141 Company vehicles 1,389 153 Leasehold improvements 1,401 626 Computers, software and related equipment 2,865 1,289 Construction in progress 346 826 Property and Equipment, gross 23,052 8,897 Accumulated depreciation (4,471) (1,471) Property and Equipment, net $ 18,581 $ 7,426 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The estimated future payments having a remaining term in excess of one year as of December 31, 2022 were as follows ( in thousands ): Years ended December 31, Minimum Purchase Commitment 2023 $ 1,820 2024 1,300 2025 1,300 2026 1,300 2027 1,300 Thereafter 1,300 Total $ 8,320 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Tax, Domestic and Foreign | Income (loss) before provision for income taxes for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 U.S. $ (73,317) $ 23,403 Foreign — — Income (loss) before provision for income taxes $ (73,317) $ 23,403 |
Schedule of Components of Income Tax Expense (Benefit) | The income tax expense for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Current: Federal $ — $ — State 8 2 Foreign — — Total current income tax expense $ 8 $ 2 Deferred: Federal $ — $ — State — — Foreign — — Total deferred income tax expense — — Income tax expense $ 8 $ 2 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between the provision for income tax expense and the amount of income tax computed by applying the U.S. federal statutory rate to income before provision for income taxes as shown in the accompanying consolidated statements of operations and other comprehensive loss for the years ended December 31, 2022 and 2021 consisted of the following: December 31, 2022 December 31, 2021 Tax provision at U.S. federal statutory rate 21.00 % 21.00 % Nondeductible expenses (0.93) 0.11 Fair value adjustments on earnout interests liability 8.22 (65.06) Fair value adjustments on derivative liability 1.96 (16.60) Fair value adjustments on convertible notes — 12.66 Transaction costs — (21.91) Research and development credit 3.10 (3.18) State taxes, net of federal benefit 10.41 (20.33) Change in valuation allowance adjustment (44.79) 92.00 Other 1.02 1.32 Effective tax rate (0.01) % 0.01 % |
Schedule of Deferred Tax Assets and Liabilities | The Company's components of deferred tax assets and liabilities for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryover $ 39,061 $ 18,649 General business and other tax credits 5,622 1,180 Capitalized research and development 5,937 — Intangible assets 2,236 2,376 Fair value adjustments 199 — Lease liabilities 1,811 — Stock based compensation 1,092 188 Other non-current deferred tax assets 2,747 415 Subtotal 58,705 22,808 Valuation allowance (54,572) (21,530) Total $ 4,133 $ 1,278 Deferred tax liabilities: Fixed assets $ (998) $ (1,278) Operating lease right-of-use asset (1,770) — Other non-current deferred tax liabilities (1,365) — Total $ (4,133) $ (1,278) Net deferred tax asset $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value of a Recurring Basis | Assets and liabilities carried at fair value on a recurring basis as of December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets Cash and Cash Equivalents (1) : Money market funds $ 22,481 $ 22,481 $ — $ — Corporate debt security 2,199 2,199 — — $ 24,680 $ 24,680 $ — $ — Short-Term Investments: U.S. treasuries $ 2,181 $ 2,181 $ — $ — Corporate debt security 39,564 — 39,564 — Asset-backed security and other 5,248 — 5,248 — Non-U.S. government and supranational bonds 3,655 — 3,655 — $ 50,648 $ 2,181 $ 48,467 $ — Total Financial Assets $ 75,328 $ 26,861 $ 48,467 $ — Financial Liabilities: Private Placement Warrants $ 7 $ — $ 7 $ — Public Warrants 654 654 — — Derivative Liabilities 405 — — 405 Contingent Earn-out Shares liability 564 — — 564 Total Financial Liabilities $ 1,630 $ 654 $ 7 $ 969 December 31, 2021 Fair Value Level 1 Level 2 Level 3 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 $ — 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 on the Consolidated Balance Sheets. |
Schedule of Liabilities Measured at Fair Value of a Recurring Basis | Assets and liabilities carried at fair value on a recurring basis as of December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 Fair Value Level 1 Level 2 Level 3 Assets Cash and Cash Equivalents (1) : Money market funds $ 22,481 $ 22,481 $ — $ — Corporate debt security 2,199 2,199 — — $ 24,680 $ 24,680 $ — $ — Short-Term Investments: U.S. treasuries $ 2,181 $ 2,181 $ — $ — Corporate debt security 39,564 — 39,564 — Asset-backed security and other 5,248 — 5,248 — Non-U.S. government and supranational bonds 3,655 — 3,655 — $ 50,648 $ 2,181 $ 48,467 $ — Total Financial Assets $ 75,328 $ 26,861 $ 48,467 $ — Financial Liabilities: Private Placement Warrants $ 7 $ — $ 7 $ — Public Warrants 654 654 — — Derivative Liabilities 405 — — 405 Contingent Earn-out Shares liability 564 — — 564 Total Financial Liabilities $ 1,630 $ 654 $ 7 $ 969 December 31, 2021 Fair Value Level 1 Level 2 Level 3 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 $ — 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 on the 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 year ended December 31, 2022 consisted of the following ( in thousands ): Derivative Liabilities on Convertible Debentures Contingent Earn-out Shares Liability Fair value at December 31, 2021 $ — $ 29,240 Recognition of earn-out RSUs — 6 Initial recognition of convertible debenture derivative liabilities 7,755 — Change in fair value during the period (7,350) (28,682) Fair value at December 31, 2022 $ 405 $ 564 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of December 31, 2022: December 31, 2022 December 31, 2021 Stock price $0.44 $3.15 Stock price volatility 80.0% 80% Expected term 3.64 years 4.64 years Risk-free interest rate 4.2% 1.21% Significant unobservable inputs related to Level 3 derivative liabilities consisted of the following as of December 31, 2022: December 31, 2022 Stock price $0.44 Stock price volatility 80.0% Expected term 0.86 years Risk-free interest rate 4.6% |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share for the years ended December 31, 2022 and 2021 consisted of the following ( in thousands, except for per share amounts ): December 31, 2022 December 31, 2021 Numerator: Net (loss) income $ (73,325) $ 23,401 Net (loss) income attributable to common stockholders, basic (73,325) 23,401 Change in fair value of derivative liabilities, net of tax 7,350 — Interest expense on convertible debentures, net of tax (3,267) — Net (loss) income attributable to common stockholders, diluted (77,408) 23,401 Denominator: Basic Weighted average common shares outstanding — basic 165,253 105,568 Basic net (loss) income per share $ (0.44) $ 0.22 Diluted Weighted average common shares outstanding from above 165,253 105,568 Add: dilutive effect of convertible debentures 9,129 2,189 Add: dilutive effect of RSUs — 29 Weighted average common shares outstanding 174,382 107,786 Diluted net (loss) income per share $ (0.44) $ 0.22 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential weighted average shares that were excluded from the computation of diluted net (loss) income per share because their effect was anti-dilutive in December 31, 2022 and 2021 consisted of the following ( in thousands ): December 31, 2022 December 31, 2021 Contingent earn-out shares 16,422 5,984 Common stock public and private warrants 18,833 6,863 Restricted stock units 10,308 — Stock options 1,572 — If-converted common stock from convertible debt 8,397 — |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Millions | 1 Months Ended | |
Aug. 31, 2021 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Proceeds from reverse merger, net | $ 216.7 | |
Cash and investments | $ 86.3 |
Basis of Presentation, Summar_4
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Estimated useful lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Company vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture & fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computers, software and related equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Basis of Presentation, Summar_5
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 30, 2020 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Allowance for doubtful accounts | $ (39,000) | $ 0 | ||
Exercise price of warrants or rights (in dollars per share) | $ 8.50 | |||
Simple Agreement For Future Equity Notes Payable, Current | $ 30,000 | |||
Percentage of price per share in calculation for conversion into temporary equity | 80% | |||
Proceeds from the conversion of SAFE notes | $ 620,000 | |||
Issuance of preferred shares (in shares) | 76,471 | 49,518,000 | ||
Advertising expense | $ 1,300,000 | $ 400,000 | ||
Defined contribution plan, auto enrollment contributions per employee, percent | 3% | |||
Contributions to 401(k) savings plan | $ 0 | 0 | ||
Operating lease right-of-use assets, net | 6,555,000 | 0 | ||
Present value of Lease Liabilities | 6,704,000 | |||
Marketable Securities | 50,600,000 | $ 149,500,000 | ||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Property, Plant and Equipment [Line Items] | ||||
Operating lease right-of-use assets, net | 7,700,000 | |||
Present value of Lease Liabilities | $ 7,700,000 | |||
Common Stock Public Warrants | ||||
Property, Plant and Equipment [Line Items] | ||||
Exercise price of warrants or rights (in dollars per share) | $ 11.50 | |||
Revenue Benchmark | Customer Concentration Risk | Customer 1 | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk, percentage | 10% | |||
Revenue Benchmark | Customer Concentration Risk | Customer 2 | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk, percentage | 38% | |||
Revenue Benchmark | Customer Concentration Risk | Customer 3 | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk, percentage | 42% | 46% | ||
Accounts Receivable | Customer Concentration Risk | Customer 1 | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk, percentage | 22% | 53% | ||
Accounts Receivable | Customer Concentration Risk | Customer 2 | ||||
Property, Plant and Equipment [Line Items] | ||||
Concentration risk, percentage | 12% | 38% | ||
Minimum | ||||
Property, Plant and Equipment [Line Items] | ||||
Standard product warranty, period of warranty | 2 years | |||
Remaining lease term | 1 year | |||
Maximum | ||||
Property, Plant and Equipment [Line Items] | ||||
Standard product warranty, period of warranty | 5 years | |||
Remaining lease term | 4 years |
Basis of Presentation, Summar_6
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $ 177 | $ 0 |
Reduction in liability (payments) | (220) | 0 |
Increase in liability | 1,142 | 177 |
Warranty liability, end of period | $ 1,099 | $ 177 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated revenues by major source (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Ancillary revenue | $ 1,715 | $ 161 |
Revenues | 36,376 | 5,048 |
Product and service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 34,661 | 4,887 |
Stepvans And Vehicle Incentives | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 31,829 | 2,735 |
Powertrains | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,226 | 2,152 |
Fleet-as-a-Service | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 606 | $ 0 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory write-downs | $ (5,661) | $ (1,004) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 40,271 | $ 19,323 |
Work in process | 4,618 | 10,659 |
Finished goods | 12,651 | 901 |
Inventories | $ 57,540 | $ 30,883 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 2,372 | $ 7,303 |
Prepaid expenses and other | 1,589 | 5,916 |
Financed insurance premiums | 2,289 | 0 |
Deposits | 0 | 2,783 |
Assets held for sale | 1,850 | 1,848 |
Total prepaid expenses and other current assets | $ 8,100 | $ 17,850 |
Selected Balance Sheet Data - O
Selected Balance Sheet Data - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 7,782 | $ 4,303 |
Customer deposits | 721 | 899 |
Warranty liability | 1,099 | 177 |
Notes Payable | 303 | 482 |
Short-term insurance financing notes | 2,065 | 0 |
Operating lease liabilities, current | 1,530 | 0 |
Finance lease liabilities, current | 2,116 | 0 |
Other current liabilities | $ 15,616 | $ 5,861 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest expense | $ 784 | $ 0 |
Equipment notes payable, non-current | 942 | 1,594 |
Finance lease liabilities, non-current | $ 4,100 | $ 0 |
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Total other non-current liabilities | Total other non-current liabilities |
Operating lease liabilities, non-current | $ 5,174 | $ 0 |
Total other non-current liabilities | $ 11,000 | $ 1,594 |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets, net | $ 6,555 | $ 0 |
Equipment finance leases | 7,979 | |
Total lease assets | $ 14,534 | |
Finance lease, right-of-use asset, statement of financial position [extensible enumeration] | Property and equipment, net | |
Current | ||
Operating lease liabilities, current | $ 1,530 | 0 |
Finance lease liabilities, current | 2,116 | 0 |
Sub-total | $ 3,646 | |
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 | |
Lease Liability, Noncurrent [Abstract] | ||
Operating lease liabilities, non-current | $ 5,174 | 0 |
Finance lease liabilities, non-current | 4,100 | $ 0 |
Sub-total | $ 9,274 | |
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 | Other non-current liabilities |
Total lease liabilities | $ 12,920 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Lessee, operating lease, term of contract | 5 years | |
Lease, cost | $ 2.5 | |
Operating leases, rent expense, net | $ 0.8 | |
Short-term lease expense | $ 0.3 |
Leases - Finance Lease Cost (De
Leases - Finance Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Amortization | $ 848 | $ 222 |
Interest accretion on finance lease liabilities | 428 | 52 |
Total | $ 1,276 | $ 274 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental cash flow information: | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 1,734 | |
Right-of-use assets obtained in exchange for operating lease obligations | $ 437 | $ 0 |
Weighted average remaining lease term: | ||
Operating leases | 3 years 10 months 24 days | |
Equipment finance leases | 2 years 4 months 24 days | |
Weighted average discount rate: | ||
Operating lease - IBR | 5.50% | |
Equipment finance leases - rate implicit in the lease | 6.90% |
Leases - Future Lease Liability
Leases - Future Lease Liability Payments Under Topic 842 (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 1,861 |
2024 | 1,907 |
2025 | 1,962 |
2026 | 1,631 |
Thereafter | 114 |
Total future minimum lease payments | 7,475 |
Less: imputed interest | 771 |
Present value of Lease Liabilities | 6,704 |
Equipment Finance Leases | |
2023 | 2,552 |
2024 | 2,467 |
2025 | 1,362 |
2026 | 498 |
Thereafter | 157 |
Total future minimum lease payments | 7,036 |
Less: imputed interest | 820 |
Present value of Lease Liabilities | 6,216 |
2023 | 4,413 |
2024 | 4,374 |
2025 | 3,324 |
2026 | 2,129 |
Thereafter | 271 |
Total future minimum lease payments | 14,511 |
Less: imputed interest | 1,591 |
Present value of Lease Liabilities | $ 12,920 |
Leases - Future Lease Liabili_2
Leases - Future Lease Liability Payments Under Topic 840 (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2022 | $ 1,167 |
2023 | 1,158 |
2024 | 1,192 |
2025 | 1,228 |
2026 | 1,265 |
Thereafter | 106 |
Total future minimum lease payments | 6,116 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
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_3
Recapitalization and Contingent Earn-out Shares Liability - Narrative (Details) | 12 Months Ended | ||
Aug. 20, 2021 USD ($) day $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Schedule Of Recapitalization [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Recapitalization exchange ratio | 1.956440 | ||
Stock issued during period, shares, reverse recapitalization (in shares) | shares | 142,584,621 | 162,184,621 | |
Sale of stock, number of shares issued in transaction (in shares) | shares | 19,600,000 | 1,809,515 | |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 10 | ||
Sale of stock, consideration received on transaction | $ | $ 196,000,000 | $ 4,300,000 | |
Committed amount | $ | 4,000,000 | ||
Payments of reverse recapitalization transaction costs | $ | 44,200,000 | ||
Earn-out shares liability | $ | 101,700,000 | 564,000 | $ 29,240,000 |
Number of warrants issued (in shares) | shares | 1 | ||
Warrants liabilitites | $ | $ 17,900,000 | ||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 16,200,000 | ||
Earn-out shares liability | $ | $ 101,700,000 | ||
Change in fair value of earn-out shares liability | $ | $ 28,682,000 | $ 72,505,000 | |
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 | |||
Schedule Of Recapitalization [Line Items] | |||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 261,000 | ||
Common Stock Public Warrants | |||
Schedule Of Recapitalization [Line Items] | |||
Number of warrants issued (in shares) | shares | 12,499,964 | 18,633,601 | |
Warrants liabilitites | $ | $ 700,000 | ||
Common Stock Private Warrants | |||
Schedule Of Recapitalization [Line Items] | |||
Number of warrants issued (in shares) | shares | 6,333,334 | 199,997 | |
Warrants liabilitites | $ | $ 7,023 | ||
NextGen | |||
Schedule Of Recapitalization [Line Items] | |||
Payments of stock issuance costs | $ | $ 11,200,000 | ||
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 | $ | $ 20,000,000 |
Recapitalization and Continge_4
Recapitalization and Contingent Earn-out Shares Liability - Schedule of Recapitalization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Aug. 20, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Recapitalization [Line Items] | |||
Cash from NextGen trust, net of redemptions | $ 76,145 | ||
Proceeds from PIPE investment | $ 0 | 196,000 | |
Less: fees paid to the underwriters, including NextGen’s IPO underwriters | (24,285) | ||
Less: other transaction costs | (31,139) | ||
Net cash received from the business combination | $ 216,721 | ||
Third party PIPE investors (in shares) | 19,600,000 | ||
Stock issued during period, shares, reverse recapitalization (in shares) | 142,584,621 | 162,184,621 | |
NextGen Sponsor And Related Parties | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 7,613,884 | ||
Public Shareholders | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 9,375,000 | ||
Xos Shareholders | |||
Schedule Of Recapitalization [Line Items] | |||
Stock issued during period, shares, reverse recapitalization (in shares) | 125,595,737 |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2022 USD ($) | Sep. 09, 2022 USD ($) | Aug. 11, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) vehicle $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Sep. 21, 2022 USD ($) | Aug. 09, 2022 USD ($) | Mar. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 20,000,000 | $ 15,000,000 | $ 35,000,000 | ||||||||
Temporary equity, conversion of convertible securities | $ 2,000,000 | $ (79,708,000) | |||||||||
Debt instrument, term | 30 days | ||||||||||
Interest rate, stated percentage | 10% | ||||||||||
Debt conversion, converted instrument, rate | 10% | ||||||||||
Convertible debt remaining percent | 7.50% | ||||||||||
Common stock, convertible, conversion price, increase | $ / shares | $ 2.4733 | ||||||||||
Debt, weighted average interest rate | 97% | ||||||||||
Redemption, stock price threshold (in dollars per share) | $ / shares | $ 0.50 | ||||||||||
Proceeds from issuance of convertible debt | $ 20,000,000 | $ 54,300,000 | 0 | ||||||||
Debt instrument, additional issuance of convertible of debt | $ 20,000,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 10 days | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 2.3817 | ||||||||||
Unamortized debt discount | $ 2,000,000 | ||||||||||
Change in fair value of derivative instruments | (14,184,000) | (18,498,000) | |||||||||
Derivative liabilities | $ 405,000 | 0 | |||||||||
Securities Purchase Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equity method investment, ownership percentage | 9.99% | ||||||||||
Group 1 Converted Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Valuation cap | $ 200,000,000 | ||||||||||
Convertible Notes Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 20,000,000 | $ 21,500,000 | |||||||||
Temporary equity, conversion of convertible securities | $ 21,500,000 | ||||||||||
Interest rate, stated percentage | 6% | 8% | |||||||||
Debt issuance costs | $ (100,000) | ||||||||||
Amortization of debt issuance costs | (100,000) | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ (800,000) | ||||||||||
Convertible Notes Payable | Securities Purchase Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Equity method investment, ownership percentage | 19.99% | ||||||||||
Convertible Notes Payable | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, term | 1 year | ||||||||||
Convertible Notes Payable | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, term | 10 years | ||||||||||
Convertible Notes Payable | Group 1 Converted Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 6,400,000 | ||||||||||
Debt instrument, term | 10 years | ||||||||||
Conversion feature, intrinsic value | $ 0 | ||||||||||
Unamortized debt discount | $ 489,000 | $ 1,200,000 | |||||||||
Convertible Notes Payable | Group 1 Converted Notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.80 | ||||||||||
Valuation cap | $ 10,000,000 | ||||||||||
Convertible Notes Payable | Group 1 Converted Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.90 | ||||||||||
Convertible Notes Payable | Group 2 Converted Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 14,100,000 | ||||||||||
Conversion feature, intrinsic value | $ 0 | ||||||||||
Unamortized debt discount | $ 4,000,000 | $ 5,200,000 | |||||||||
Convertible Notes Payable | Group 2 Converted Notes | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.80 | ||||||||||
Valuation cap | $ 30,000,000,000 | ||||||||||
Convertible Notes Payable | Group 2 Converted Notes | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, convertible, conversion threshold, percentage of per share price of equity issued In qualified financing | 0.90 | ||||||||||
Valuation cap | $ 60,000,000,000 | ||||||||||
Convertible Notes Payable | Group 3 Converted Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 1,000,000 | ||||||||||
Conversion feature, intrinsic value | 0 | ||||||||||
Unamortized debt discount | $ 645,000 | $ 0 | |||||||||
Debt instrument, convertible, percentage of equity instruments | 0.02 | ||||||||||
Amortization of debt discount (Premium) | $ 0 | $ 0 | |||||||||
Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, redemption price, percentage | 5% | ||||||||||
Redemption, stock price threshold (in dollars per share) | $ / shares | $ 0.96 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | vehicle | 5 | ||||||||||
Debt instrument, increase, accrued interest | $ 4,000,000 | ||||||||||
Derivative, floor interest rate | 85% | ||||||||||
Common stock available under the exchange cap | 95% | ||||||||||
Original issuance discount percentage | 2% | ||||||||||
Proceeds from issuance of convertible debt | $ 34,300,000 | ||||||||||
Debt issuance costs | (300,000) | ||||||||||
Convertible debt | 33,000,000 | ||||||||||
Amortization of debt issuance costs | (6,200,000) | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ (100,000) | ||||||||||
Conversion of stock, shares converted | shares | 2,078,332 | ||||||||||
Change in fair value of derivative instruments | $ (7,400,000) | ||||||||||
Convertible Debt | Other Nonoperating Income (Expense) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Amortization of debt issuance costs | (2,600,000) | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ (700,000) |
SAFEs (Details)
SAFEs (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 30, 2020 | Feb. 28, 2021 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Simple Agreement For Future Equity Notes Payable, Current | $ 30,000 | ||
Price per share in calculation for conversion into temporary equity | $ 30 | ||
Percentage of price per share in calculation for conversion into temporary equity | 80% | ||
Proceeds from the conversion of SAFE notes | $ 620,000 | ||
Issuance of preferred shares (in shares) | 76,471 | 49,518,000 |
Investments in Marketable Deb_3
Investments in Marketable Debt Securities, Available-for-Sale - Amortized cost, gross unrealized gains/losses in accumulated other comprehensive loss and fair value of marketable securities, available-for-sale, by type of security (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 51,387 | $ 94,782 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (739) | (87) |
Fair Value | 50,648 | 94,696 |
Amortized Cost | 55,111 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (295) | |
Fair Value | 0 | 54,816 |
Corporate debt security | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 40,177 | 71,406 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (612) | (57) |
Fair Value | 39,565 | 71,349 |
Amortized Cost | 42,703 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (246) | |
Fair Value | 42,457 | |
U.S. treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,201 | 3,415 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (21) | (7) |
Fair Value | 2,180 | 3,408 |
Amortized Cost | 2,201 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (5) | |
Fair Value | 2,196 | |
Asset-backed security and other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,324 | 2,555 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (76) | (4) |
Fair Value | 5,248 | 2,551 |
Amortized Cost | 5,438 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (28) | |
Fair Value | 5,410 | |
Non-U.S. government and supranational bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,685 | 16,405 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (30) | (19) |
Fair Value | $ 3,655 | 16,387 |
Amortized Cost | 3,769 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (16) | |
Fair Value | 3,753 | |
Certificate of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,001 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 1,001 | |
Amortized Cost | 1,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 1,000 |
Investments in Marketable Deb_4
Investments in Marketable Debt Securities, Available-for-Sale - Available-for-sale securities in a continuous unrealized loss position (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value | ||
Less than 12 months | $ 1,789 | $ 149,512 |
12 months or greater | 48,859 | 0 |
Total | 50,648 | 149,512 |
Gross Unrealized Losses | ||
Less than 12 months | (2) | (381) |
12 months or greater | (737) | 0 |
Total | (739) | (381) |
Corporate debt security | ||
Fair Value | ||
Less than 12 months | 1,789 | 113,806 |
12 months or greater | 37,775 | 0 |
Total | 39,564 | 113,806 |
Gross Unrealized Losses | ||
Less than 12 months | (2) | (303) |
12 months or greater | (610) | 0 |
Total | (612) | (303) |
U.S. treasuries | ||
Fair Value | ||
Less than 12 months | 0 | 5,604 |
12 months or greater | 2,181 | 0 |
Total | 2,181 | 5,604 |
Gross Unrealized Losses | ||
Less than 12 months | 0 | (12) |
12 months or greater | (21) | 0 |
Total | (21) | (12) |
Asset-backed security and other | ||
Fair Value | ||
Less than 12 months | 0 | 7,961 |
12 months or greater | 5,248 | 0 |
Total | 5,248 | 7,961 |
Gross Unrealized Losses | ||
Less than 12 months | 0 | (32) |
12 months or greater | (76) | 0 |
Total | (76) | (32) |
Non-U.S. government and supranational bonds | ||
Fair Value | ||
Less than 12 months | 0 | 20,140 |
12 months or greater | 3,655 | 0 |
Total | 3,655 | 20,140 |
Gross Unrealized Losses | ||
Less than 12 months | 0 | (34) |
12 months or greater | (30) | 0 |
Total | $ (30) | (34) |
Certificate of deposit | ||
Fair Value | ||
Less than 12 months | 2,001 | |
12 months or greater | 0 | |
Total | 2,001 | |
Gross Unrealized Losses | ||
Less than 12 months | 0 | |
12 months or greater | 0 | |
Total | $ 0 |
Investments in Marketable Deb_5
Investments in Marketable Debt Securities, Available-for-Sale - Schedule of Gross Realized Gains (Losses) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Gross realized gains | $ 0 | $ 0 |
Gross realized losses | $ (147) | $ (1) |
Investments in Marketable Deb_6
Investments in Marketable Debt Securities, Available-for-Sale - Amortized cost and fair value of marketable securities, available-for-sale, by contractual maturity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortized Cost | ||
Due in one year or less | $ 51,387 | $ 94,782 |
Debt Securities, Available-for-Sale, Amortized Cost, Maturity, Allocated and Single Maturity Date, after Year One Through Five | 55,111 | |
Amortized Cost | 149,893 | |
Fair Value | ||
Due in one year or less | $ 50,648 | 94,696 |
Debt Securities, Available-for-Sale, Fair Value, Maturity, Allocated and Single Maturity Date, after Year One Through Five | 54,816 | |
Fair Value | $ 149,512 | |
Weighted average contractual maturity | 3 months 18 days | 9 months 18 days |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Mar. 23, 2023 USD ($) shares | Sep. 09, 2022 USD ($) | Aug. 20, 2021 USD ($) $ / shares shares | Feb. 28, 2021 shares | Mar. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) vote shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) vote shares | |
Stockholders' Equity And Temporary Equity [Line Items] | |||||||||
Stock authorized (in shares) | 1,010,000,000 | ||||||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of votes per share | vote | 1 | 1 | |||||||
Issuance of preferred shares (in shares) | 76,471 | 49,518,000 | |||||||
Number of warrants issued (in shares) | 1 | ||||||||
Conversion of interest payable on convertible notes (in shares) | 319,411 | ||||||||
Issuance of Legacy Xos Preferred Stock, incl. note conversion | $ | $ 66,701 | ||||||||
Temporary equity, conversion of convertible securities | $ | $ 2,000 | $ (79,708) | |||||||
Temporary equity, conversion of convertible securities (in shares) | (52,905,000) | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 19,600,000 | 1,809,515 | |||||||
Sale of stock, consideration received on transaction | $ | $ 196,000 | $ 4,300 | |||||||
Sale of Stock, Remaining Commitment Amount Available | $ | $ 120,700 | ||||||||
Standby Equity Purchase Agreement | Subsequent Event | |||||||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||||||
Sale of Stock, Maximum Consideration To Be Received on Transaction | $ | $ 125,000 | ||||||||
Sale Of Stock, Request Period In Force | 36 months | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 18,582 | ||||||||
Legacy Xos | |||||||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||||||
Legacy Xos preferred stock authorized (in shares) | 25,794,475 | 25,794,475 | |||||||
Issuance of preferred shares (in shares) | 3,739,846 | 1,411,764 | |||||||
Number of warrants issued (in shares) | 1 | 1 | |||||||
Conversion of interest payable on convertible notes (in shares) | 319,411 | 319,411 | |||||||
Issuance of Legacy Xos Preferred Stock, incl. note conversion | $ | $ 31,800 | $ 9,600 | |||||||
Temporary equity, subscribed but unissued, subscriptions receivable (in shares) | $ | $ 2,400 | $ 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) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) day $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Aug. 20, 2021 USD ($) shares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Number of warrants issued (in shares) | shares | 1 | |||
Warrants outstanding fair value | $ | $ 17,900,000 | |||
Exercise price of warrants or rights (in dollars per share) | $ 8.50 | |||
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 | |||
Conversion of interest payable on convertible notes (in shares) | shares | 319,411 | |||
Warrants and rights outstanding, term | 5 years | |||
Proceeds from exercise of Legacy Xos Preferred Stock warrant | $ | $ 2,700,000 | $ 0 | $ 2,715,000 | |
Embedded derivative liability on convertible notes | $ | $ 0 | |||
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 | |||
Common Stock Public Warrants | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Number of warrants issued (in shares) | shares | 18,633,601 | 12,499,964 | ||
Warrants outstanding fair value | $ | $ 700,000 | |||
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 | 199,997 | 6,333,334 | ||
Warrants outstanding fair value | $ | $ 7,023 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 1,572,451 | 1,838,759 |
Aggregate intrinsic value of options exercised | $ 700,000 | $ 5,800,000 |
Options, granted (in shares) | 0 | 0 |
Stock-based compensation expense | $ 5,222,000 | $ 1,658,000 |
Unamortized stock-based compensation | $ 13,500,000 | |
Unamortized stock-based compensation, weighted average remaining amortization period | 2 years 3 months 3 days | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested in period, intrinsic value | $ 1,932,613 | $ 1,900,000 |
2018 Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for issuance (in shares) | 0 | |
Expiration period | 10 years | |
Vesting period | 4 years | |
Common stock, capital shares reserved for future issuance (in shares) | 12,782,447 | |
2018 Stock Plan | Share-based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting percentage | 25% | |
2018 Stock Plan | Share-based Payment Arrangement, Tranche Two | ||
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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options | ||
Options, outstanding beginning balance (in shares) | 1,838,759 | |
Options, granted (in shares) | 0 | 0 |
Options exercised (in shares) | 144,712 | |
Options, forfeited (in shares) | 121,596 | |
Options, outstanding ending balance (in shares) | 1,572,451 | 1,838,759 |
Options vested and exercisable (in shares) | 965,454 | |
Weighted Average Fair Value | ||
Options outstanding beginning balance (in dollars per share) | $ 0.02 | |
Options granted, weighted average grant date fair value (in dollars per share) | 0 | |
Options, exercised, weighted average grant date fair value (in dollars per share) | 0.04 | |
Options, forfeited in period, weighted average grant date fair value (in dollars per share) | 0.03 | |
Options outstanding ending balance (in dollars per share) | 0.02 | $ 0.02 |
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 | |
Options, granted, weighted average exercise price (in dollars per share) | 0 | |
Options, exercised, weighted average exercise price (in dollars per share) | 0.03 | |
Options, forfeited, weighted average exercise price (in dollars per share) | 0.03 | |
Options, outstanding, ending balance, weighted average exercise price (in dollars per share) | 0.02 | $ 0.02 |
Options, exercisable, weighted average exercise price (in dollars per share) | $ 0.02 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, weighted average remaining contractual term | 7 years 1 month 20 days | 8 years 2 months 19 days |
Options, exercisable, weighted average remaining contractual term | 6 years 11 months 19 days | |
Options outstanding, intrinsic value | $ 670,451 | $ 5,756,797 |
Options, exercisable, intrinsic value | $ 411,741 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU activity (Details) - Restricted stock units - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs | ||
Beginning balance, outstanding (in shares) | 1,844,820 | |
Granted in period (in shares) | 11,268,054 | |
Vested in period (in shares) | 1,217,537 | |
Forfeited in period (in shares) | 1,587,065 | |
Ending balance, outstanding (in shares) | 10,308,272 | 1,844,820 |
Weighted Average Grant Date Fair Value | ||
Beginning balance, outstanding (in dollars per share) | $ 3.60 | |
Granted in period (in dollars per share) | 1.42 | |
Vested in period (in dollars per share) | 3.09 | |
Forfeitures (in dollars per share) | 2.67 | |
Ending balance, outstanding (in dollars per share) | $ 1.45 | $ 3.60 |
Weighted Average Fair Value | ||
Beginning balance | $ 5,811,183 | |
Granted | 15,727,706 | |
Vested | 1,932,613 | $ 1,900,000 |
Forfeited | 2,584,102 | |
Ending balance | $ 4,565,534 | $ 5,811,183 |
Stock-Based Compensation - Reco
Stock-Based Compensation - Recognized Stock-based Compensation Expense Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 5,222 | $ 1,658 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 406 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 860 | 361 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 472 | 108 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 3,484 | $ 1,189 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 9,283 | $ 3,378 |
Property and Equipment, gross | 23,052 | 8,897 |
Accumulated depreciation | (4,471) | (1,471) |
Property and Equipment, net | 18,581 | 7,426 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,595 | 2,484 |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 173 | 141 |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,389 | 153 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,401 | 626 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,865 | 1,289 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 346 | $ 826 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 2.1 | $ 0.7 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,820 |
2024 | 1,300 |
2025 | 1,300 |
2026 | 1,300 |
2027 | 1,300 |
Thereafter | 1,300 |
Total | $ 8,320 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended | ||
Dec. 31, 2021 USD ($) note_payable | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |||
Related party transaction, expenses from transactions with related party | $ 100,000 | $ 100,000 | |
Notes payable, related parties | $ 400,000 | ||
Notes payable, related parties, interest rate, stated percentage | 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 | ||
Temporary equity, conversion of convertible securities (in shares) | 19,664,000 | ||
Due to employees | $ 100,000 | $ 0 |
Income Taxes - Income (loss) be
Income Taxes - Income (loss) before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (73,317) | $ 23,403 |
Foreign | 0 | 0 |
(Loss) income before provision for income taxes | $ (73,317) | $ 23,403 |
Income Taxes - Components of In
Income Taxes - Components of Income tax (benefit)/expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 8 | 2 |
Foreign | 0 | 0 |
Total current income tax expense | 8 | 2 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred income tax expense | 0 | 0 |
Income tax expense | $ 8 | $ 2 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax provision at U.S. federal statutory rate | 21% | 21% |
Nondeductible expenses | (0.93%) | 0.11% |
Fair value adjustments on earnout interests liability | 8.22% | (65.06%) |
Fair value adjustments on derivative liability | 1.96% | (16.60%) |
Fair value adjustments on convertible notes | 0% | 12.66% |
Transaction costs | 0% | (21.91%) |
Research and development credit | 3.10% | (3.18%) |
State taxes, net of federal benefit | 10.41% | (20.33%) |
Change in valuation allowance adjustment | (44.79%) | 92% |
Other | 1.02% | 1.32% |
Effective tax rate | (0.01%) | 0.01% |
Income Taxes - Components of fe
Income Taxes - Components of federal and state deferred taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryover | $ 39,061 | $ 18,649 |
General business and other tax credits | 5,622 | 1,180 |
Capitalized research and development | 5,937 | 0 |
Intangible assets | 2,236 | 2,376 |
Fair value adjustments | 199 | 0 |
Lease liabilities | 1,811 | 0 |
Stock based compensation | 1,092 | 188 |
Other non-current deferred tax assets | 2,747 | 415 |
Subtotal | 58,705 | 22,808 |
Valuation allowance | (54,572) | (21,530) |
Total | 4,133 | 1,278 |
Deferred tax liabilities: | ||
Fixed assets | (998) | (1,278) |
Operating lease right-of-use asset | (1,770) | 0 |
Other non-current deferred tax liabilities | (1,365) | 0 |
Total | (4,133) | (1,278) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Examination [Line Items] | ||
Valuation allowance | $ 54,572 | $ 21,530 |
Operating loss carryforwards | 283,800 | |
Domestic Tax Authority | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 141,200 | |
Capitalized amortization period | 5 years | |
Domestic Tax Authority | Research and development credit carryforwards | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforwards | $ 6,100 | |
State and Local Jurisdiction | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 142,600 | |
State and Local Jurisdiction | Research and development credit carryforwards | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforwards | $ 3,700 | |
Foreign | ||
Income Tax Examination [Line Items] | ||
Capitalized amortization period | 15 years | |
Foreign | Research and development credit carryforwards | ||
Income Tax Examination [Line Items] | ||
Tax credit carryforwards | $ 2,400 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 20, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | $ 50,648,000 | $ 94,696,000 | |
Long-Term Investments | 0 | 54,816,000 | |
Warrants liabilitites | $ 17,900,000 | ||
Common stock warrant liability | 661,000 | 7,496,000 | |
Earn-out shares liability | $ 101,700,000 | ||
Embedded derivative liability on convertible notes | 0 | ||
Common Stock Private Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 7,023 | ||
Common Stock Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 700,000 | ||
Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 39,565,000 | 71,349,000 | |
Long-Term Investments | 42,457,000 | ||
U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 2,180,000 | 3,408,000 | |
Long-Term Investments | 2,196,000 | ||
Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 5,248,000 | 2,551,000 | |
Long-Term Investments | 5,410,000 | ||
Non-U.S. government and supranational bonds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 3,655,000 | 16,387,000 | |
Long-Term Investments | 3,753,000 | ||
Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001,000 | ||
Long-Term Investments | 1,000,000 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 24,680,000 | 8,320,000 | |
Short-Term Investments | 50,648,000 | 94,696,000 | |
Long-Term Investments | 54,816,000 | ||
Assets, Fair Value Disclosure | 75,328,000 | ||
Common stock warrant liability | 405,000 | ||
Earn-out shares liability | 564,000 | 29,240,000 | |
Total Financial Liabilities | 1,630,000 | 36,736,000 | |
Fair Value, Recurring | Common Stock Private Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 7,000 | 140,000 | |
Fair Value, Recurring | Common Stock Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 654,000 | 7,356,000 | |
Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 22,481,000 | 5,868,000 | |
Fair Value, Recurring | Corporate debt security | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 2,199,000 | 1,805,000 | |
Short-Term Investments | 39,564,000 | 71,349,000 | |
Long-Term Investments | 42,457,000 | ||
Fair Value, Recurring | U.S. treasuries | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 2,181,000 | 3,408,000 | |
Long-Term Investments | 2,196,000 | ||
Fair Value, Recurring | Asset-backed security and other | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 5,248,000 | 2,551,000 | |
Long-Term Investments | 5,410,000 | ||
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 | 647,000 | ||
Short-Term Investments | 3,655,000 | 16,387,000 | |
Long-Term Investments | 3,753,000 | ||
Fair Value, Recurring | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001,000 | ||
Long-Term Investments | 1,000,000 | ||
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents | 24,680,000 | 5,868,000 | |
Short-Term Investments | 2,181,000 | 3,408,000 | |
Long-Term Investments | 2,196,000 | ||
Assets, Fair Value Disclosure | 26,861,000 | ||
Common stock warrant liability | 0 | ||
Earn-out shares liability | 0 | 0 | |
Total Financial Liabilities | 654,000 | 7,356,000 | |
Fair Value, Recurring | Level 1 | Common Stock Private Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 1 | Common Stock Public Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 654,000 | 7,356,000 | |
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 | 22,481,000 | 5,868,000 | |
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 | 2,199,000 | 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 | 2,181,000 | 3,408,000 | |
Long-Term Investments | 2,196,000 | ||
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 | 0 | 2,452,000 | |
Short-Term Investments | 48,467,000 | 91,288,000 | |
Long-Term Investments | 52,620,000 | ||
Assets, Fair Value Disclosure | 48,467,000 | ||
Common stock warrant liability | 0 | ||
Earn-out shares liability | 0 | 0 | |
Total Financial Liabilities | 7,000 | 140,000 | |
Fair Value, Recurring | Level 2 | Common Stock Private Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 7,000 | 140,000 | |
Fair Value, Recurring | Level 2 | Common Stock 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 | 0 | 1,805,000 | |
Short-Term Investments | 39,564,000 | 71,349,000 | |
Long-Term Investments | 42,457,000 | ||
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 | 5,248,000 | 2,551,000 | |
Long-Term Investments | 5,410,000 | ||
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 | 647,000 | ||
Short-Term Investments | 3,655,000 | 16,387,000 | |
Long-Term Investments | 3,753,000 | ||
Fair Value, Recurring | Level 2 | Certificate of deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Short-Term Investments | 1,001,000 | ||
Long-Term Investments | 1,000,000 | ||
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 | ||
Assets, Fair Value Disclosure | 0 | ||
Common stock warrant liability | 405,000 | ||
Earn-out shares liability | 564,000 | 29,240,000 | |
Total Financial Liabilities | 969,000 | 29,240,000 | |
Fair Value, Recurring | Level 3 | Common Stock Private Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants liabilitites | 0 | 0 | |
Fair Value, Recurring | Level 3 | Common Stock 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) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative Liabilities on Convertible Debentures | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 0 |
Recognition of earn-out RSUs | 0 |
Financial Liabilities, Recognition of Convertible Debenture Derivative Liabilities | 7,755 |
Change in fair value during the period | (7,350) |
Ending Balance | 405 |
Warrants | Contingent Earn-out Shares Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 29,240 |
Recognition of earn-out RSUs | 6 |
Financial Liabilities, Recognition of Convertible Debenture Derivative Liabilities | 0 |
Change in fair value during the period | (28,682) |
Ending Balance | $ 564 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs Related To Level 3 Earn-Out Shares Liability (Details) - Level 3 - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.44 | 3.15 |
Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.800 | 0.80 |
Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 3.64 | 4.64 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.042 | 0.0121 |
Fair Value Measurements - Sig_2
Fair Value Measurements - Significant Unobservable Inputs related to Level 3 Derivative Liabilities (Details) - Level 3 | Dec. 31, 2022 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.44 |
Stock price volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.800 |
Expected term | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.86 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative Liability, Measurement Input | 0.046 |
Net (Loss) Income per Share - C
Net (Loss) Income per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net income (loss) | $ (73,325) | $ 23,401 |
Net (loss) income attributable to common stockholders, basic | (73,325) | 23,401 |
Change in fair value of derivative instruments | $ 7,350 | $ 0 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of derivative instruments | Change in fair value of derivative instruments |
Interest expense on convertible debentures, net of tax | $ (3,267) | $ 0 |
Net (loss) income attributable to common stockholders, diluted | $ (77,408) | $ 23,401 |
Denominator: | ||
Weighted average shares outstanding — basic (in shares) | 165,253 | 105,568 |
Net income (loss) per share — basic (in dollar per share) | $ (0.44) | $ 0.22 |
Dilutive effect | ||
Weighted average shares outstanding — diluted (in shares) | 174,382 | 107,786 |
Net income (loss) per share — diluted (in dollar per share) | $ (0.44) | $ 0.22 |
Options | ||
Dilutive effect | ||
Add: dilutive effect of share-based payment arrangements | 9,129 | 2,189 |
Restricted stock units | ||
Dilutive effect | ||
Add: dilutive effect of share-based payment arrangements | 0 | 29 |
Net (Loss) Income per Share (De
Net (Loss) Income per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 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) | 16,422,000 | 5,984,000 |
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) | 18,833,000 | 6,863,000 |
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) | 10,308,000 | 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) | 1,572,000 | 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) | 8,397,000 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - VWAP - USD ($) | Mar. 31, 2023 | Jan. 23, 2023 | Jan. 10, 2023 |
Subsequent Event [Line Items] | |||
Sale of stock, maximum amount of consideration to be received on transaction | $ 3,500,000 | $ 3,700,000 | $ 3,200,000 |
Debt instrument, floor price | $ 0.59 |
Uncategorized Items - xos-20221
Label | Element | Value |
Operating Lease, Right-Of-Use Asset And Operating Lease, Liability | xos_OperatingLeaseRightOfUseAssetAndOperatingLeaseLiability | $ 7,682,000 |