Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39598 | |
Entity Registrant Name | XOS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1550505 | |
Entity Address, Address Line One | 3550 Tyburn Street | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90065 | |
City Area Code | 818 | |
Local Phone Number | 316-1890 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 176,018,770 | |
Amendment Flag | false | |
Entity Central Index Key | 0001819493 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | XOS | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | XOSWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 27,804 | $ 35,631 |
Restricted cash | 0 | 3,044 |
Accounts receivable, net | 6,173 | 8,238 |
Marketable debt securities, available-for-sale | 13,342 | 50,648 |
Inventories | 55,526 | 57,540 |
Prepaid expenses and other current assets | 7,926 | 8,100 |
Total current assets | 110,771 | 163,201 |
Property and equipment, net | 16,339 | 18,581 |
Operating lease right-of-use assets, net | 5,784 | 6,555 |
Other non-current assets | 1,599 | 1,599 |
Total assets | 134,493 | 189,936 |
Liabilities | ||
Accounts payable | 2,324 | 2,896 |
Convertible debt, current | 15,985 | 26,849 |
Derivative liabilities | 11 | 405 |
Other current liabilities | 16,200 | 15,616 |
Total current liabilities | 34,520 | 45,766 |
Convertible debt, non-current | 19,895 | 19,870 |
Earn-out shares liability | 47 | 564 |
Common stock warrant liability | 846 | 661 |
Other non-current liabilities | 9,925 | 11,000 |
Total liabilities | 65,233 | 77,861 |
Commitments and contingencies (Note 13) | ||
Stockholders’ Equity | ||
Common Stock $0.0001 par value, authorized 1,000,000 shares, 174,794 and 168,817 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 17 | 17 |
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 194,626 | 190,215 |
Accumulated deficit | (125,327) | (77,418) |
Accumulated other comprehensive loss | (56) | (739) |
Total stockholders’ equity | 69,260 | 112,075 |
Total liabilities and stockholders’ equity | $ 134,493 | $ 189,936 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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) | 174,794,000 | 168,817,000 |
Common stock outstanding (in shares) | 174,794,000 | 168,817,000 |
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 outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 4,754,000 | $ 9,766,000 | $ 9,451,000 | $ 16,797,000 |
Cost of goods sold | 8,479,000 | 15,070,000 | 14,053,000 | 28,100,000 |
Gross loss | (3,725,000) | (5,304,000) | (4,602,000) | (11,303,000) |
Operating expenses | ||||
General and administrative | 9,816,000 | 12,093,000 | 21,415,000 | 23,415,000 |
Research and development | 5,181,000 | 7,635,000 | 10,930,000 | 14,584,000 |
Sales and marketing | 1,761,000 | 2,960,000 | 3,565,000 | 4,988,000 |
Total operating expenses | 16,758,000 | 22,688,000 | 35,910,000 | 42,987,000 |
Loss from operations | (20,483,000) | (27,992,000) | (40,512,000) | (54,290,000) |
Other expense, net | (3,963,000) | (226,000) | (8,114,000) | (145,000) |
Change in fair value of derivative instruments | 307,000 | 3,703,000 | 210,000 | 3,268,000 |
Change in fair value of earn-out shares liability | 563,000 | 14,870,000 | 511,000 | 17,494,000 |
Loss before provision for income taxes | (23,576,000) | (9,645,000) | (47,905,000) | (33,673,000) |
Provision for income taxes | 2,000 | 1,000 | 4,000 | 3,000 |
Net loss | (23,578,000) | (9,646,000) | (47,909,000) | (33,676,000) |
Marketable debt securities, available-for-sale | ||||
Change in net unrealized gain (loss), net of tax of $0, for the three and six months ended June 30, 2023 and 2022 | 281,000 | (150,000) | 683,000 | (976,000) |
Total comprehensive loss | $ (23,297,000) | $ (9,796,000) | $ (47,226,000) | $ (34,652,000) |
Net loss per share | ||||
Net loss per share — basic (in dollar per share) | $ (0.14) | $ (0.06) | $ (0.28) | $ (0.21) |
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ (0.06) | $ (0.28) | $ (0.21) |
Weighted average shares outstanding | ||||
Weighted average shares outstanding — basic (in shares) | 170,999,000 | 164,041,000 | 170,013,000 | 163,606,000 |
Weighted average shares outstanding — diluted (in shares) | 170,999,000 | 164,041,000 | 170,013,000 | 163,606,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Change in net unrealized loss, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 163,137,000 | ||||
Beginning balance at Dec. 31, 2021 | $ 174,393 | $ 16 | $ 178,851 | $ (4,093) | $ (381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock based compensation expense | 1,068 | 1,068 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 133,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (36,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (97) | (97) | |||
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares) | 19,000 | ||||
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement | 62 | 62 | |||
Net and comprehensive income (loss) | (24,856) | (24,030) | (826) | ||
Ending balance (in shares) at Mar. 31, 2022 | 163,253,000 | ||||
Ending balance at Mar. 31, 2022 | 150,570 | $ 16 | 179,884 | (28,123) | (1,207) |
Beginning balance (in shares) at Dec. 31, 2021 | 163,137,000 | ||||
Beginning balance at Dec. 31, 2021 | 174,393 | $ 16 | 178,851 | (4,093) | (381) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net and comprehensive income (loss) | (34,652) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 165,504,000 | ||||
Ending balance at Jun. 30, 2022 | 146,407 | $ 17 | 185,516 | (37,769) | (1,357) |
Beginning balance (in shares) at Mar. 31, 2022 | 163,253,000 | ||||
Beginning balance at Mar. 31, 2022 | 150,570 | $ 16 | 179,884 | (28,123) | (1,207) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 385,000 | ||||
Stock options exercised | 1 | 1 | |||
Stock based compensation expense | 1,407 | 1,407 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 89,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (33,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (86) | (86) | |||
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares) | 1,810,000 | ||||
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement | 4,311 | $ 1 | 4,310 | ||
Net and comprehensive income (loss) | (9,796) | (9,646) | (150) | ||
Ending balance (in shares) at Jun. 30, 2022 | 165,504,000 | ||||
Ending balance at Jun. 30, 2022 | $ 146,407 | $ 17 | 185,516 | (37,769) | (1,357) |
Beginning balance (in shares) at Dec. 31, 2022 | 168,817,000 | 168,817,000 | |||
Beginning balance at Dec. 31, 2022 | $ 112,075 | $ 17 | 190,215 | (77,418) | (739) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 1,647,000 | 2,000 | |||
Stock options exercised | $ 0 | ||||
Stock based compensation expense | 1,987 | 1,987 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 1,591,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (581,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (382) | (382) | |||
Net and comprehensive income (loss) | (23,929) | (24,331) | 402 | ||
Ending balance (in shares) at Mar. 31, 2023 | 169,829,000 | ||||
Ending balance at Mar. 31, 2023 | $ 89,751 | $ 17 | 191,820 | (101,749) | (337) |
Beginning balance (in shares) at Dec. 31, 2022 | 168,817,000 | 168,817,000 | |||
Beginning balance at Dec. 31, 2022 | $ 112,075 | $ 17 | 190,215 | (77,418) | (739) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net and comprehensive income (loss) | $ (47,226) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 174,794,000 | 174,794,000 | |||
Ending balance at Jun. 30, 2023 | $ 69,260 | $ 17 | 194,626 | (125,327) | (56) |
Beginning balance (in shares) at Mar. 31, 2023 | 169,829,000 | ||||
Beginning balance at Mar. 31, 2023 | $ 89,751 | $ 17 | 191,820 | (101,749) | (337) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock options exercised (in shares) | 469,525,000 | 454,000 | |||
Stock options exercised | $ 7 | 7 | |||
Stock based compensation expense | 2,037 | 2,037 | |||
Issuance of common stock for vesting of restricted stock units (in shares) | 1,858,000 | ||||
Shares withheld related to net share settlement of stock-based awards (in shares) | (694,000) | ||||
Shares withheld related to net share settlement of stock-based awards | (374) | (374) | |||
Conversion of convertible notes(in shares) | 360,000 | ||||
Conversion of convertible notes | 212 | 212 | |||
Issuance of common stock for commitment shares under Standby Equity Purchase Agreement (in shares) | 2,987,000 | ||||
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement | 924 | 924 | |||
Net and comprehensive income (loss) | $ (23,297) | (23,578) | 281 | ||
Ending balance (in shares) at Jun. 30, 2023 | 174,794,000 | 174,794,000 | |||
Ending balance at Jun. 30, 2023 | $ 69,260 | $ 17 | $ 194,626 | $ (125,327) | $ (56) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | |||||
Net loss | $ (23,578,000) | $ (9,646,000) | $ (47,909,000) | $ (33,676,000) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation | 1,389,000 | 562,000 | |||
Amortization of right-of-use assets | 771,000 | 815,000 | |||
Amortization of debt discounts and issuance costs | 4,330,000 | 0 | |||
Amortization of insurance premiums | 2,390,000 | 0 | |||
Inventory reserve | (58,000) | 1,991,000 | |||
Impairment of assets held for sale | 1,543,000 | 0 | |||
Change in fair value of derivative instruments | (307,000) | (3,703,000) | (210,000) | (3,268,000) | |
Change in fair value of earn-out shares liability | (563,000) | (14,870,000) | (511,000) | (17,494,000) | |
Net realized losses on marketable debt securities, available-for-sale | 91,000 | 69,000 | |||
Stock-based compensation expense | 4,066,000 | 2,469,000 | |||
Other non-cash items | (371,000) | 1,191,000 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 2,015,000 | (9,578,000) | |||
Inventories | 2,130,000 | (28,882,000) | |||
Prepaid expenses and other current assets | 930,000 | 52,000 | |||
Other assets | 0 | (998,000) | |||
Accounts payable | (616,000) | (2,445,000) | |||
Other liabilities | (22,000) | 13,364,000 | |||
Net cash used in operating activities | (30,042,000) | (75,828,000) | $ (128,000,000) | ||
INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (1,354,000) | (9,462,000) | |||
Proceeds from the disposal of assets held for sale | 497,000 | 0 | |||
Proceeds from sales and maturities of marketable debt securities, available-for-sale | 37,465,000 | 69,561,000 | |||
Net cash provided by investing activities | 36,608,000 | 60,099,000 | |||
FINANCING ACTIVITIES: | |||||
Principal payment of equipment leases | (1,205,000) | (289,000) | |||
Proceeds from short-term insurance financing note | 2,187,000 | 0 | |||
Payment for short-term insurance financing note | (2,877,000) | 0 | |||
Payments of convertible notes | (14,969,000) | 0 | |||
Payments of prepayment premiums | (748,000) | 0 | |||
Stock options exercised | 7,000 | 0 | |||
Taxes paid related to net share settlement of stock-based awards | (756,000) | (183,000) | |||
Proceeds from issuance of common stock under Standby Equity Purchase Agreement | 924,000 | 4,310,000 | |||
Net cash (used in) provided by financing activities | (17,437,000) | 3,838,000 | |||
Net decrease in cash, cash equivalents and restricted cash | (10,871,000) | (11,891,000) | |||
Cash, cash equivalents and restricted cash, beginning of period | 38,675,000 | 19,176,000 | 19,176,000 | ||
Cash, cash equivalents and restricted cash, end of period | 27,804,000 | 7,285,000 | 27,804,000 | 7,285,000 | 38,675,000 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets: | |||||
Cash and cash equivalents | 27,804,000 | 4,251,000 | 27,804,000 | 4,251,000 | 35,631,000 |
Restricted cash | 0 | 3,034,000 | 0 | 3,034,000 | 3,044,000 |
Total cash, cash equivalents and restricted cash | $ 27,804,000 | $ 7,285,000 | 27,804,000 | 7,285,000 | $ 38,675,000 |
Supplemental disclosure of cash flow information | |||||
Cash paid for interest | 1,261,000 | 0 | |||
Supplemental disclosure of cash flow information | |||||
Purchase of property and equipment in accounts payable | 44,000 | 741,000 | |||
Recognition of right-of-use asset and lease liabilities upon ASC 842 adoption | 0 | 7,682,000 | |||
Right-of-use asset obtained in exchange for operating lease obligations | 0 | 437,000 | |||
Conversion of interest payable on convertible notes | 12,000 | 0 | |||
Conversion of notes payable | $ 200,000 | $ 0 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
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 decarbonizatio n 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-bui lt 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”), and Xos became the publicly traded entity listed on Nasdaq. Risks and Uncertainties In recent years, the United States and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. Global general economic and political conditions, such as recession, inflation, uncertain credit and global financial markets, including recent and potential bank failures, health crises, 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, 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 operations. 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 general economic conditions continue to be unpredictable and challenging in many sectors, with disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the effects of COVID-19, potential 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 Legacy Xos preferred stock. As of June 30, 2023, the Company’s principal sources of liquidity were its cash and cash equivalents and investments in marketable debt securities, available-for-sale aggregating to $41.1 million and its access to capital under the Yorkville SEPA Offering (defined below in Note 9). The Company’s short- and long-term uses of cash are for working capital and to pay interest and principal on its debt. The Company has incurred losses since inception and had negative cash flow from operating activities of $30.0 million for the six months ended June 30, 2023 and $128.0 million for the year ended December 31, 2022. As an early-stage growth company, the Company's ability to access capital is critical. We have secured and intend to employ various strategies to obtain the required funding for future operations such as continuing to access capital through the SEPA and other capital raising strategies such as debt financing, other non-dilutive financing and/or equity financing, including through asset-based lending and/or receivable financing. However, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented. The consolidated financial information does not include any adjustments that might result from the outcome of this uncertainty. The Company believes substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date of issuance of its financial statements. Supply Chain Disruptions The Company’s ability to source certain critical inventory items, while marginally improving over the same period in prior years, continues to be impacted by long-standing negative global economic conditions caused by factors such as the COVID-19 pandemic, and the effects may continue in the future. The Company has faced and may continue to face 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 these disruptions, the Company has taken significant measures to source inventory for its vehicles and its supply chain team has been working with vendors to find alternative solutions to overcome these constraints and where appropriate, working to find alternate sources of supply for critical components, including placing orders in advance of projected need to ensure inventory is able to be delivered in time for production plans. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying unaudited condensed consolidated financial statements: Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Legacy Xos and Xos Services. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. 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. Accounts Receivable, Net The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allo wance for expected credit losses 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 expected credit losses of $50,000 as of June 30, 2023. No allowance for doubtful accounts was recorded as of June 30, 2022 and December 31, 2022. 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. Unrealized gains and losses on marketable debt securities, available-for-sale are recorded in Accumulated other comprehensive loss which is included within stockholders’ equity. 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 (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses on the sale of marketable debt securities, available-for-sale are recorded in Other (expense) income, net. 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 8 — Investments for additional information. On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses which requires that credit losses be presented as an allowance rather than as an impairment write-down. Adoption of the standard had no material impact on its financial statements. The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine if an impairment charge or credit reserve is required. The Company excludes accrued interest from both the fair value and the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and measuring an impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment relating to credit losses is recorded through a reduction in the amortized cost of the security or an allowance for credit losses and credit loss expense (included in selling, general and administrative expense), limited by the amount that the fair value is less than the amortized cost basis. Impairment that has not been recorded as a credit loss is recorded through other comprehensive income (loss), net of applicable taxes. The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables. The Company evaluates write-off of accrued interest receivable at the time credit loss exists for the underlying security. As of June 30, 2023 and December 31, 2022, we did not recognize any allowance for expected credit losses or impairment, on marketable debt securities - available-for-sale. 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 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. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of June 30, 2023 and December 31, 2022. The reconciliation of the change in the Company’s product liability balances during the three months and six months ended June 30, 2023 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Warranty liability, beginning of period $ 1,155 $ 475 $ 1,099 $ 177 Reduction in liability (payments) (527) (6) (743) (6) Increase in liability 673 363 945 661 Warranty liability, end of period $ 1,301 $ 832 $ 1,301 $ 832 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 June 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. During the six months ended June 30, 2023, two customers accounted for 49% and 34% of the Company’s revenues. During the six months ended June 30, 2022, two customers accounted for 43% and 10% of the Company’s revenues. During the three months ended June 30, 2023, 3 customers accounted for 68%, 13%, and 12% of the Company’s revenues. During the three months ended June 30, 2022, one customer accounted for 74% of the Company’s revenues. As of June 30, 2023, three customers accounted for 59%, 10% and 10% of the Company’s accounts receivable. As of June 30, 2022, one customer accounted for 54% 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. Recent Accounting Pronouncements Issued and Adopted: The Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as amended, on January 1, 2023 using the modified retrospective approach method. As of June 30, 2023 and December 31, 2022 the Company had $13.3 million and $50.6 million, respectively, in marketable debt securities, available for sale which are subject to the new standard. As of January 1, 2023 and June 30, 2023, these marketable debt securities, available for sale have an average credit rating of A and no allowance for expected credit losses has been recorded. Under the modified retrospective approach, the Company would record a cumulative effect adjustment to retained earnings by recording an initial allowance for credit losses on marketable debt securities, available-for sale. Periods presented that are prior to the adoption date of January 1, 2023 will not be adjusted. ASU 2016-13 replaced the incurred loss impairment model with a methodology that reflects a current expected credit loss and made targeted changes to the impairment model for available-for-sale debt securities. ASU 2016-13 impacted all of the Company’s investments held at fair value, which included its marketable debt securities, available for sale. Upon adoption of ASU 2016-13 on January 1, 2023, no adjustment was recorded by the Company for an initial allowance for credit losses on marketable debt securities, available for sale and there was no cumulative effect adjustment to retained earnings. Subsequent increases or decreases in the allowance for credit losses on marketable debt securities, available for sale will be recorded in the Company's condensed consolidated statements of operations and comprehensive loss. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregated revenues by major source during the three and six months ended June 30, 2023 and 2022 consisted of the following ( in thousands ): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Product and service revenue Stepvans & vehicle incentives (1) $ 4,287 $ 8,561 $ 8,549 $ 15,424 Powertrains 223 656 228 670 Fleet-as-a-Service 127 38 293 133 Total product revenue 4,637 9,255 9,070 16,227 Ancillary revenue 117 511 381 570 Total revenues $ 4,754 $ 9,766 $ 9,451 $ 16,797 ___________ (1) Amounts are net of returns. Stepvans & vehicle incentives includes revenue generated from leasing. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventory amounted to $55.5 million and $57.5 million, respectively, as of June 30, 2023 and December 31, 2022 and consisted of the following (in thousands) : June 30, 2023 December 31, 2022 Raw materials $ 42,629 $ 40,271 Work in process 4,213 4,618 Finished goods 8,684 12,651 Total Inventories $ 55,526 $ 57,540 Inventories as of June 30, 2023 and December 31, 2022 was comprised of raw materials, work in process related to the production of vehicles for sale and finished goods inventory including vehicles in transit to fulfill customer orders, new vehicles and Energy Services products available for sale and new vehicles awaiting final pre-delivery quality review inspection. |
Selected Balance Sheet Data
Selected Balance Sheet Data | 6 Months Ended |
Jun. 30, 2023 | |
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 as of June 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): June 30, 2023 December 31, 2022 Prepaid inventories $ 2,295 $ 2,372 Prepaid expenses and other (1) 1,403 1,299 Contract assets 1,145 290 Financed insurance premiums 1,864 2,289 Assets held for sale 1,219 1,850 Total prepaid expenses and other current assets $ 7,926 $ 8,100 ____________ (1) Primarily relates to prepaid licenses and subscriptions, prepaid insurance and other receivables. Other Current Liabilities Other current liabilities as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 December 31, 2022 Accrued expenses and other (1) $ 7,436 $ 7,589 Contract liabilities 1,011 193 Customer deposits 1,018 721 Warranty liability 1,301 1,099 Equipment notes payable 326 303 Short-term insurance financing notes 1,374 2,065 Operating lease liabilities, current 1,592 1,530 Finance lease liabilities, current 2,142 2,116 Total $ 16,200 $ 15,616 ____________ (1) Primarily relates to accrued inventory purchases, personnel costs, wages, health benefits, vacation and other accruals. Revenue recognized from the customer deposits balance for the six months ended June 30, 2023 and 2022 was $0.4 million and $0.2 million, respectively. Revenue recognized for the year ended December 31, 2022 from the customer deposits balance as of December 31, 2021 was $0.8 million. Other Non-Current Liabilities Other non-current liabilities as of June 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): June 30, 2023 December 31, 2022 Accrued interest expense and other $ 1,779 $ 784 Equipment notes payable, non-current 774 942 Operating lease liabilities, non-current 4,358 5,174 Finance lease liabilities, non-current 3,014 4,100 Total other non-current liabilities $ 9,925 $ 11,000 |
Earn-out Shares Liability
Earn-out Shares Liability | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Earn-out Shares Liability | Earn-out Shares Liability The Company has a contingent obligation to issue 16.2 million shares (the “Earn-out Shares”) of Common Stock and grant 261,000 restricted stock units (“Earn-out RSUs”) to certain stockholders and employees upon the achievement of certain market share price milestones within specified periods following the Business Combination on August 20, 2021. The Earn-out Shares will be issued in tranches based on the following conditions: i. If the volume-weighted average closing share price (“VWAP”) of the Common Stock equals or exceeds $14.00 per share for any 10 trading days within any consecutive 20-trading day period between the merger closing date and the five year anniversary of such closing date (“Earn-out Period”), then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 1 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 1 Earn-out Shares when the value per share of the Company is equal to or greater than $14.00 per share, but less than $20.00. If there is a change in control where the value per share of commons stock is less than $14.00, then the Earn-out Shares shall terminate prior to the end of the Earn-out Period and no common stock shall be issuable. ii. If the VWAP of the Common Stock equals or exceeds $20.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 2 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 2 Earn-out Shares when the value per share of the Company is equal to or greater than $20.00 per share, but less than $25.00. iii. If the VWAP of the Common Stock equals or exceeds $25.00 per share for any 10 trading days within any consecutive 20-trading day period during the Earn-out Period, then the Company is required to issue an aggregate of 5.4 million shares (“Tranche 3 Earn-out Shares”) of Common Stock to holders with the contingent right to receive Earn-out Shares (excluding any Earn-out RSUs). If after Closing and during the Earn-out Period, there is a Change in Control (as defined in the Merger Agreement), the Company is required to issue Tranche 3 Earn-out Shares when the valuer per share of the Company is equal to or greater than $25.00 per share. Pursuant to the guidance under ASC 815, Derivatives and Hedging, the right to Earn-out Shares was classified as a Level 3 fair value measurement liability, and the increase or decrease in the fair value during the reporting period is recognized in the condensed consolidated statement of operations accordingly. The fair value of the Earn-out Shares liability was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies. As of June 30, 2023 and December 31, 2022, the fair value of the Earn-out Shares liability was estimated to be $47,000 and $0.6 million, respectively. The company recognized a gain on the change in fair value in Earn-out Shares liability of $0.5 million and gain of $17.5 million in its consolidated statements of operations and comprehensive loss during the six months ended June 30, 2023 and 2022, respectively. The Company recognized a gain of $0.6 million and gain of $14.9 million during the three months ended June 30, 2023 and 2022, 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 | 6 Months Ended |
Jun. 30, 2023 | |
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. Such convertible debentures were amended on June 22, 2023 (as amended, 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. Pursuant to the terms of the Securities Purchase Agreement, in July 2023, the Company elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. 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 any “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 $0.59 as of June 30, 2023. 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%) plus 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 the 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. Five Prepayments, which included $15.0 million of principal payments, $0.7 million payment of redemption premiums and $1.3 million payment of accrued interest, were made during the six months ended June 30, 2023. 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 initial registration statement on September 8, 2022 and received notice of effectiveness on September 19, 2022. On June 22, 2023, the Company and Yorkville entered into the Side Letter (the “Side Letter”) to the Securities Purchase Agreement, pursuant to which the Company and Yorkville agreed, among other things, to remove the restriction on the Company’s ability to effect an advance under the SEPA, provided that for so long as any principal and interest remain outstanding under the Convertible Debentures, the Company may only (i) effect an advance under the SEPA if (x) the daily VWAP of the Common Stock is less than the Floor Price for five consecutive trading days, or (y) the Company has issued pursuant to the Convertible Debentures in excess of 95% of the shares of the Common Stock available under the Exchange Cap and has not been cured in accordance with clause (A), (B), or (C) of Section 2(a) of the Convertible Debentures, and (ii) designate an Option 1 Advance Amount under the SEPA. Pursuant to the Side Letter, the proceeds from any advance shall offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) shall be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption on the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures shall be reduced by any such proceeds applied as an optional redemption in the 30 days prior to the applicable monthly Prepayment date. The derivative features of the Convertible Debentures are carried on the Company’s consolidated balance sheet at fair value of $11,000 and $0.4 million in Derivative liabilities as of June 30, 2023 and December 31, 2022, respectively. For the six months ended June 30, 2023, the Company recorded a gain on the change in fair value of derivative liabilities of $0.2 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 10 — 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 three and six months ended June 30, 2023 in Note 16 — Net Loss per Share . This financial instrument is not included in basic EPS because it does not represent participating securities. Further, the Convertible Debentures are not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2023; thus, including these financial instruments would have an antidilutive effect on EPS. As of June 30, 2023 and December 31, 2022, the Company had a principal balance of $17.8 million outstanding, net of unamortized debt discounts and issuance costs of $1.8 million, and $33.0 million outstanding, net of unamortized debt discounts and issuance costs of $6.2 million, respectively. Amortization of debt discounts and issuance costs, recorded in other income (expense), net, for the three and six months ended June 30, 2023 totaled $2.5 million and $4.3 million, respectively. The Company recorded interest expense of $0.3 million and $0.7 million in other income (expense), net related to the Convertible Debentures during the three and six months ended June 30, 2023, respectively. Convertible Promissory Note On August 9, 2022, the Company entered into a note purchase agreement (the “Note Purchase Agreement”) with Aljomaih Automotive Co. (“Aljomaih”) under which the Company agreed to sell and issue to Aljomaih a convertible promissory note with a principal amount of $20.0 million. On August 11, 2022, pursuant to the Note Purchase Agreement, the Company sold and issued $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 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. The Note matures on August 11, 2025. If the 10-day VWAP ending on the trading day immediately prior to the applicable payment date is greater than or equal to the Nasdaq Minimum Price (as defined in the Note) or the Company has received the requisite approval from its stockholders, the number of Interest Shares to be issued will be calculated based on the 10-day; otherwise, the number of Interest Shares to be issued will be based on the Nasdaq Minimum Price. The conversion price for the Note will initially be equal to $2.3817 per share, subject to adjustment in some events pursuant to the terms of the Note. The Company will have the right, in its sole discretion and exercisable at its election by sending notice of such exercise to Aljomaih, to irrevocably fix the method of settlement that will apply to all conversions of Notes. Methods of settlement include (i) physical settlement in shares of Common Stock, (ii) cash settlement determined by multiplying the principal being converted by the 10-day VWAP ending on the trading day immediately prior to the conversion date and dividing by the conversion price, or (iii) a combination of Common Stock and cash. The Note may not be converted into shares of Common Stock and Interest Shares may not be issued to the extent (i) such conversion or issuance would result in the investor having beneficial ownership of more than 19.99% of the then outstanding shares of the Company’s Common Stock or (ii) the aggregate number of shares issued would exceed the Authorized Share Cap (as defined in the Note). The Note also includes an optional 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 co mputation of either basic or diluted EPS for the three and six months ended June 30, 2023 in Note 16 - Net Loss per Share . This f inancial instrument is not included in basic EPS because it does not represent participating securities. Further, the Note is not included in diluted EPS because the Company reported a net loss from continuing operations for the three and six months ended June 30, 2023; thus, including these financial instruments would have an antidilutive effect on EPS. As of June 30, 2023 and 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 and $20.0 million outstanding, net of unamortized debt and issuance costs $0.1 million, respectively. Amortization of debt issuance costs, recorded in other income (expense), net, for the three and six months ended June 30, 2023 was immaterial. The Company recorded interest expense of $0.5 million and 1.0 million in other income (expense), net related to the Note during the three and six months ended June 30, 2023, respectively. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Amortized cost, gross unrealized gains/losses in accumulated other comprehensive loss and fair value of marketable debt securities, available-for-sale, by type of security as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 11,381 $ — $ (56) $ 11,325 Asset-backed security and other 2,017 — — 2,017 $ 13,398 $ — $ (56) $ 13,342 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 As of June 30, 2023, no allowance for credit losses was recorded related to an impairment of available-for-sale securities. The Company’s investments in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 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 $ 1,011 $ — $ 10,314 $ (56) $ 11,325 $ (56) $ 1,011 $ — $ 10,314 $ (56) $ 11,325 $ (56) 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) Gross realized gains and gross realized losses from the sales of the Company’s marketable debt securities, available-for-sale for the three and six months ended June 30, 2023 and 2022 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Gross realized gains $ — $ — $ — $ — Gross realized losses $ — $ (63) $ (91) $ (69) Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of June 30, 2023 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 13,398 $ 13,342 Weighted average contractual maturity 0.1 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of 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 Actual maturities may differ from contractual maturities because certain issuers may have the right or obligation to prepay certain obligations with or without penalties. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note And Temporary Equity [Abstract] | |
Equity | Equity Xos Common and Preferred Stock The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Company is authorized to issue is 1,010,000,000 shares. 1,000,000,000 shares shall be Common Stock, each having a par value of one-hundredth of one cent ($0.0001). 10,000,000 shares shall be Preferred Stock, each having a par value of one-hundredth of one cent ($0.0001). Voting Rights : Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Company for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock). Preferred Stock : The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “Board of Directors”) is hereby expressly authorized to provide for the issue of all or any number of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation Law (the “DGCL”). The Board of Directors is also expressly authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. Nasdaq Deficiency Letter: On December 28, 2022, the Company received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days prior to the date of the Letter, the closing bid price for the Common Stock, was below $1.00 per share, which is the minimum closing bid price required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (“Rule 5450(a)(1)”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a grace period of 180 calendar days, or until June 26, 2023, to meet the minimum bid price requirement of Rule 5450(a)(1) under the listing rules of Nasdaq (the “Minimum Bid Price Requirement”). On June 20, 2023, the Company applied to transfer the listing of the Common Stock and Warrants from The Nasdaq Global Market to The Nasdaq Capital Market. On June 27, 2023, the Company received approval from the Listing Qualifications Department of Nasdaq to transfer the listing of the Common Stock and Warrants from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Common Stock and Warrants transferred to the Nasdaq Capital Market at the opening of business on June 29, 2023. The Common Stock will continue to trade under the symbol “XOS” and the Warrants will continue to trade under the symbol “XOSWW.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, but with less stringent listing requirements, although listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. In connection with the Approval, the Company has been granted an additional 180-calendar day grace period, or until December 26, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Common Stock must be at least $1.00 for at least ten consecutive business days during the additional 180-calendar day grace period. If the Company does not regain compliance during this additional grace period, the Common Stock would be subject to delisting by Nasdaq. As part of the Company’s transfer application, the Company notified Nasdaq that in order to regain compliance with the Minimum Bid Price Requirement during the additional grace period, it will implement a reverse stock split. If the Common Stock becomes subject to delisting as a result of the Company’s failure to regain compliance with the Minimum Bid Price Requirement by December 26, 2023, the Company may appeal the decision to a Nasdaq Hearings Panel. In the event of an appeal, the Common Stock would remain listed on the Nasdaq Capital Market pending a written decision by the Nasdaq Hearings Panel following a hearing. Standby Equity Purchase Agreement On March 23, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), which was subsequently amended on June 22, 2023 (as amended, the "SEPA"), 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 until February 11, 2026, 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. On June 22, 2023, the Company and Yorkville entered into the First Amendment to SEPA (the “SEPA Amendment”), in which the Company and Yorkville agreed to: (1) change the calculation of the purchase price of an Option 1 Advance (as defined in the SEPA) from an average of the daily VWAP of the Common Stock during a three-day pricing period to the lowest VWAP during such three-day pricing period; (2) change the denomination of any requested advances from the Company to Yorkville under the SEPA from dollars to shares; (3) increase Yorkville’s beneficial ownership limitation under the SEPA from 4.99% to 9.99% of the outstanding Common Stock, provided that if any portion of an advance under the SEPA would cause Yorkville to exceed the beneficial ownership limitation due to Yorkville’s ownership of the Company’s securities convertible into Common Stock, then the maximum number of shares of Common Stock that such securities will be convertible into will be reduced by the number of shares of Common Stock included in such advance for such period that Yorkville holds such shares of common stock covered by such advance and the number of shares of Common Stock covered by such advance will not be reduced; (4) extend the commitment period to February 11, 2026 and (5) make other administrative and drafting changes. Pursuant to Side Letter, the Company and Yorkville agreed, among other things, to remove the restriction in the Securities Purchase Agreement on the Company’s ability to effect an advance under the SEPA, subject to certain conditions while the Convertible Debentures remain outstanding. The proceeds from any advance under the SEPA will offset an equal amount outstanding under the Convertible Debentures as an optional redemption. During each calendar month, any portion of such proceeds that would result in the cumulative reduction to the outstanding principal under the Convertible Debentures by more than $3.0 million (“Excess Proceeds”) shall be split such that 75% of such Excess Proceeds is paid to the Company pursuant to the terms of the SEPA and 25% of such Excess Proceeds is applied as an optional redemption of the Convertible Debentures. Each monthly Prepayment amount under the Convertible Debentures shall be reduced by any such optional redemptions in the 30 days prior to the applicable Prepayment date. As of June 30, 2023 and December 31, 2022, the remaining commitment available under the agreement was $119.8 million and $120.7 million, respectively. |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments Public and Private Placement Warrants As of June 30, 2023, the Company had 18,633,301 Public Warrants and 199,997 Private Placement Warrants outstanding, with fair values of $0.8 million and $9,000, respectively. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire on August 20, 2026 or earlier upon redemption or liquidation. The Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants became exercisable; provided that the Company has an effective registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their Warrants on a cashless basis under the circumstances specified in the warrant agreement). A registration statement was filed with the SEC covering the issuance of the Common Stock issuable upon exercise of the Warrants, and the Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Common Stock until the Public Warrants expire or are redeemed. If the shares of Common Stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, requires holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants were not transferable, assignable or salable until September 19, 2021, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per Common Stock equals or exceeds $18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except as described above with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per Warrant; • upon not less than 30 days’ prior written notice of redemption to each Warrant holder; and • if, and only if, the last reported sale price of Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like). The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Common Stock is available throughout the 30-day redemption period. If and when the Warrants become redeemable by the Company, it may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of Warrants for Common Stock when the price per share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (including both Public Warrants and Private Placement Warrants): • in whole and not in part; • at $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Common Stock; • if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and • if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also concurrently be called for redemption on the same terms as the outstanding Public Warrants, as described above. The “fair market value” of Common Stock shall mean the average reported last sale price of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Warrants. In no event will the Company be required to net cash settle any Warrant. The Warrants may also expire worthless. 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 17 — Fair Value Measurements ). The carrying value of the embedded derivatives on the Convertible Debentures were recorded as derivative liabilities on the consolidated balance sheets and changes in fair value are reflected within the consolidated statements of operations and comprehensive loss. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2018 Stock Plan On November 27, 2018, the Legacy Xos’ board of directors and stockholders adopted the 2018 Stock Plan. There are no shares available for issuance under the 2018 Stock Plan; however, the 2018 Stock Plan continues to govern the terms and conditions of the outstanding awards granted under the 2018 Stock Plan. Options As of June 30, 2023, there were 755,726 Options outstanding under the 2018 Stock Plan. The amount and terms of Option grants were determined by the board of directors of Legacy Xos. The Options granted under the 2018 Stock Plan generally expire within 10 years from the date of grant and generally vest over 4 years, at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over the remaining 36-month period thereafter based on continued service. Stock option activity during the six months ended June 30, 2023 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2022 — Options outstanding 1,572,451 $ 0.02 $ 0.02 7.14 $ 670,451 Granted — — — Exercised 1,647 0.02 0.02 Forfeited 808 0.02 0.02 March 31, 2023 — Options outstanding 1,569,996 $ 0.02 $ 0.02 6.90 $ 798,297 Granted — — — Exercised 469,525 0.02 0.02 Forfeited 344,745 0.02 0.02 June 30, 2023 — Options outstanding 755,726 $ 0.01 $ 0.02 6.06 $ 151,188 June 30, 2023 — Options vested and exercisable 711,386 $ 0.01 $ 0.02 5.99 $ 142,620 Aggregate intrinsic value represents the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate intrinsic value of options exercised during the three months ended June 30, 2023 and 2022 were approxi mately $179,000 and $114,000, respectively. The aggregate intrinsic value of options exercised during the six months ended June 30, 2023 and 2022 were approximately $180,000 and $115,000, respectively. The Company estimates the fair value of options utilizing the Black-Scholes option pricing model, which is dependent upon several variables, including expected option term, expected volatility of the Company's share price over the expected term, expected risk-free rate and expected dividend yield rate. There were no option grants during the three and six months ended June 30, 2023 and 2022. 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 June 30, 2023, there were 6,425,286 shares of Common Stock available for issuance under the 2021 Equity Plan. RSU activity during the six months ended June 30, 2023 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2022 — RSU outstanding 10,308,272 $ 1.45 $ 4,565,534 Granted 1,156,455 0.83 969,652 Vested 1,590,991 1.02 1,089,668 Forfeited 650,204 1.21 514,189 March 31, 2023 — RSU outstanding 9,223,532 $ 1.47 $ 4,842,354 Granted 15,963,747 0.48 8,217,614 Vested 1,833,356 1.25 988,109 Forfeited 1,687,077 1.31 700,893 June 30, 2023 — RSU outstanding 21,666,846 $ 0.77 $ 4,714,706 The Company’s recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2023, totaling approximately $2.1 million and $4.1 million, and 2022 totaling approximately $1.1 million and $2.5 million, respectively, which consisted of the following ( in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 137 $ 198 $ 266 $ 227 Research and development 457 93 958 354 Sales and marketing 258 36 525 94 General and administrative 1,202 751 2,317 1,794 Total $ 2,054 $ 1,078 $ 4,066 $ 2,469 The unamortized stock-based compensation expense was $15.0 million as of June 30, 2023, and weighted average remaining amortization period as of June 30, 2023 was 2.68 years . The aggregate fair value of RSUs that vested was $1.0 million and $2.1 million during the three and six months ended June 30, 2023, respectively . |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following at June 30, 2023 and December 31, 2022 (in thousands) : June 30, 2023 December 31, 2022 Equipment $ 7,540 $ 7,595 Finance lease assets 7,991 9,283 Furniture and fixtures 173 173 Company vehicles 1,753 1,389 Leasehold improvements 1,401 1,401 Computers, software and related equipment 3,101 2,865 Construction in progress 347 346 Property and equipment, gross 22,306 23,052 Accumulated depreciation (5,967) (4,471) Property and equipment, net $ 16,339 $ 18,581 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Contingencies Legal claims may arise from time to time in the normal course of business, the results of which may have a material effect on the Company’s accompanying unaudited condensed consolidated financial statements. As of June 30, 2023 and December 31, 2022, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s results of operations, financial condition or cash flows. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company leased property in North Hollywood, California from the Valley Industrial Properties which is owned by the Sunseeker Trust. The Sunseeker Trust is an irrevocable trust with the beneficiary being the mother of the CEO, Dakota Semler. The lease expired during April 2022 and the Company continued to lease the space on a month-to-month basis through December 31, 2022. R ent expense during the three months ended June 30, 2023 and 2022 amounted to $0, and $35,000, respectively. Rent expense during the six months ended June 30, 2023 and 2022 amounted to $0 and $70,000, respectively. The Company had a contract manufacturing agreement with Fitzgerald Manufacturing Partners to provide manufacturing services, which was terminated during June 2023. The owner of Fitzgerald Manufacturing Partners is a stockholder of the Company. We also have lease agreements with Fitzgerald Manufacturing Partners, for which we recorded rent expense of $0.2 million during each of the three months |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate during the three months ended June 30, 2023 and 2022 was (0.01)% and (0.01)%, respectively. The effective tax rate during the six months ended June 30, 2023 and 2022 was (0.01)% and (0.01)%, respectively. State taxes coupled with losses not benefited resulted in an effective tax rate below the statutory tax rate of 21% for the six months ended June 30, 2023. The Company recognizes tax benefits related to positions taken, or expected to be taken, on its tax returns, only if the positions are "more-likely-than-not" sustainable. Once this threshold has been met, the Company's measurement of its expected tax benefits is recognized in its financial statements. The Company does not have any uncertain tax positions that meet this threshold as of June 30, 2023 and December 31, 2022. The Company files income tax returns with the Internal Revenue Service and the taxing authorities of various states. The tax periods 2018 through 2022 remain open in most jurisdictions. The Company is not currently under examination by income tax authorities in any federal or state jurisdiction. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share during the three and six months ended June 30, 2023 and 2022 consisted of the following ( in thousands , except per share amounts ): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (23,578) $ (9,646) $ (47,909) $ (33,676) Net loss attributable to common stockholders, basic (23,578) (9,646) (47,909) (33,676) Net loss attributable to common stockholders, diluted (1) $ (23,578) $ (9,646) $ (47,909) $ (33,676) Denominator: Basic Weighted average shares outstanding, basic 170,999 164,041 170,013 163,606 Basic net loss per share $ (0.14) $ (0.06) $ (0.28) $ (0.21) Diluted Weighted average shares outstanding, diluted (1) 170,999 164,041 170,013 163,606 Diluted net loss per share $ (0.14) $ (0.06) $ (0.28) $ (0.21) ____________ (1) Net loss attributable to common stockholders, diluted excludes adjustments related to the change in fair value of derivative liabilities, interest expense and amortization of discounts and issuance costs related to Convertible Debentures. Additionally, weighted average shares outstanding, diluted excludes the if-converted shares related to Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 7 - Convertible Notes ). Potential weighted average shares that were excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive as of June 30, 2023 and 2022 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contingent earn-out shares 16,422 16,422 16,422 16,422 Common stock public and private warrants 18,833 18,833 18,833 18,833 Restricted stock units 21,667 708 21,667 717 Stock options 756 1,783 756 1,798 Convertible debt 47,035 — 61,524 — |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
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, warrants, earn-out shares liability, convertible debt and the associated derivative liability. The fair value of cash and accounts receivable approximates carrying value due to their short-term maturity. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Derivative financial instruments which are required to be measured at fair value on a recurring basis are measured at fair value using Level 3 inputs for all periods presented. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities carried at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 18,177 $ 18,177 $ — $ — 18,177 18,177 — — Short-Term Investments: Corporate debt security 11,325 — 11,325 — Asset-backed security and other 2,017 — 2,017 — 13,342 — 13,342 — Total Financial Assets $ 31,519 $ 18,177 $ 13,342 $ — Financial Liabilities: Private Placement Warrants $ 9 $ — $ 9 $ — Public Warrants 837 837 — — Derivative Liabilities 11 — — 11 Contingent Earn-out Shares liability 47 — — 47 Total Financial Liabilities $ 904 $ 837 $ 9 $ 58 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2022 Fair Value Level 1 Level 2 Level 3 Financial 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 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. The changes in the fair value of Level 3 financial liabilities during the three months ended June 30, 2023 consisted of the following (in thousands): Derivative Liabilities on Convertible Debentures Contingent Earn-Out Shares Liability Fair value, beginning of period $ 497 $ 616 Recognition of earn-out RSUs 0 (6) Change in fair value during the period (486) (563) Fair value, end of period $ 11 $ 47 The changes in the fair value of Level 3 financial liabilities during the six months ended June 30, 2023 consisted of the following (in thousands): Derivative Liabilities on Convertible Debentures Contingent Earn-Out Shares Liability Fair value, beginning of period $ 405 $ 564 Recognition of earn-out RSUs 0 (6) Change in fair value during the period (394) (511) Fair value, end of period $ 11 $ 47 Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of June 30, 2023: June 30, 2023 December 31, 2022 Stock price $0.22 $0.44 Stock price volatility 80% 80% Expected term 3.14 years 3.64 years Risk-free interest rate 4.5% 4.2% Significant unobservable inputs related to Level 3 derivative liabilities consisted of the following: June 30, 2023 December 31, 2022 Stock price $0.22 $0.44 Stock price volatility 80% 80% Expected term 0.37 years 0.86 years Risk-free interest rate 5.3% 4.6% |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
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 amounts of $2.8 million on July 4, 2023 and $3.2 million on August 4, 2023, respectively. The Floor Price was $0.59 as of the date of this Report. Pursuant to the terms of the Securities Purchase Agreement, in July 2023, the Company elected to extend the maturity date of the Convertible Debentures from November 11, 2023 to February 11, 2024. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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”), and Xos became the publicly traded entity listed on Nasdaq. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. They do not include all of the information and footnotes required by U.S. GAAP for complete audited financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Legacy Xos and Xos Services. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (primarily consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. |
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. |
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. Unrealized gains and losses on marketable debt securities, available-for-sale are recorded in Accumulated other comprehensive loss which is included within stockholders’ equity. 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 (expense) income, net in the condensed consolidated statements of operations and comprehensive loss. Realized gains and losses on the sale of marketable debt securities, available-for-sale are recorded in Other (expense) income, net. 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 8 — Investments for additional information. On January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments — Credit Losses which requires that credit losses be presented as an allowance rather than as an impairment write-down. Adoption of the standard had no material impact on its financial statements. The Company reviews quarterly its investment portfolio of all securities in an unrealized loss position to determine if an impairment charge or credit reserve is required. The Company excludes accrued interest from both the fair value and the amortized cost basis of marketable debt securities, available-for-sale, for the purposes of identifying and measuring an impairment. An investment is impaired if the fair value is less than its amortized cost basis. Impairment relating to credit losses is recorded through a reduction in the amortized cost of the security or an allowance for credit losses and credit loss expense (included in selling, general and administrative expense), limited by the amount that the fair value is less than the amortized cost basis. Impairment that has not been recorded as a credit loss is recorded through other comprehensive income (loss), net of applicable taxes. The Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivables. The Company evaluates write-off of accrued interest receivable at the time credit loss exists for the underlying security. As of June 30, 2023 and December 31, 2022, we did not recognize any allowance for expected credit losses or impairment, on marketable debt securities - available-for-sale. |
Accounts Receivable, Net | The Company records unsecured and non-interest bearing accounts receivable at the gross invoice amount, net of any allowance for expected credit losses. The Company maintains its allo wance for expected credit losses 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 expected credit losses of $50,000 as of June 30, 2023. No allowance for doubtful accounts was recorded as of June 30, 2022 and December 31, 2022. |
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 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. The Company recorded warranty liability within other current liabilities in the consolidated balance sheets as of June 30, 2023 and December 31, 2022. |
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 June 30, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Recent Accounting Pronouncements Issued and Adopted | The Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as amended, on January 1, 2023 using the modified retrospective approach method. As of June 30, 2023 and December 31, 2022 the Company had $13.3 million and $50.6 million, respectively, in marketable debt securities, available for sale which are subject to the new standard. As of January 1, 2023 and June 30, 2023, these marketable debt securities, available for sale have an average credit rating of A and no allowance for expected credit losses has been recorded. Under the modified retrospective approach, the Company would record a cumulative effect adjustment to retained earnings by recording an initial allowance for credit losses on marketable debt securities, available-for sale. Periods presented that are prior to the adoption date of January 1, 2023 will not be adjusted. ASU 2016-13 replaced the incurred loss impairment model with a methodology that reflects a current expected credit loss and made targeted changes to the impairment model for available-for-sale debt securities. ASU 2016-13 impacted all of the Company’s investments held at fair value, which included its marketable debt securities, available for sale. Upon adoption of ASU 2016-13 on January 1, 2023, no adjustment was recorded by the Company for an initial allowance for credit losses on marketable debt securities, available for sale and there was no cumulative effect adjustment to retained earnings. Subsequent increases or decreases in the allowance for credit losses on marketable debt securities, available for sale will be recorded in the Company's condensed consolidated statements of operations and comprehensive loss. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Product Warranty Liability | The reconciliation of the change in the Company’s product liability balances during the three months and six months ended June 30, 2023 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Warranty liability, beginning of period $ 1,155 $ 475 $ 1,099 $ 177 Reduction in liability (payments) (527) (6) (743) (6) Increase in liability 673 363 945 661 Warranty liability, end of period $ 1,301 $ 832 $ 1,301 $ 832 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Disaggregated revenues by major source during the three and six months ended June 30, 2023 and 2022 consisted of the following ( in thousands ): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Product and service revenue Stepvans & vehicle incentives (1) $ 4,287 $ 8,561 $ 8,549 $ 15,424 Powertrains 223 656 228 670 Fleet-as-a-Service 127 38 293 133 Total product revenue 4,637 9,255 9,070 16,227 Ancillary revenue 117 511 381 570 Total revenues $ 4,754 $ 9,766 $ 9,451 $ 16,797 ___________ (1) Amounts are net of returns. Stepvans & vehicle incentives includes revenue generated from leasing. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory amounted to $55.5 million and $57.5 million, respectively, as of June 30, 2023 and December 31, 2022 and consisted of the following (in thousands) : June 30, 2023 December 31, 2022 Raw materials $ 42,629 $ 40,271 Work in process 4,213 4,618 Finished goods 8,684 12,651 Total Inventories $ 55,526 $ 57,540 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of June 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): June 30, 2023 December 31, 2022 Prepaid inventories $ 2,295 $ 2,372 Prepaid expenses and other (1) 1,403 1,299 Contract assets 1,145 290 Financed insurance premiums 1,864 2,289 Assets held for sale 1,219 1,850 Total prepaid expenses and other current assets $ 7,926 $ 8,100 ____________ (1) Primarily relates to prepaid licenses and subscriptions, prepaid insurance and other receivables. |
Schedule of Other Current Liabilities | Other current liabilities as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 December 31, 2022 Accrued expenses and other (1) $ 7,436 $ 7,589 Contract liabilities 1,011 193 Customer deposits 1,018 721 Warranty liability 1,301 1,099 Equipment notes payable 326 303 Short-term insurance financing notes 1,374 2,065 Operating lease liabilities, current 1,592 1,530 Finance lease liabilities, current 2,142 2,116 Total $ 16,200 $ 15,616 ____________ (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 June 30, 2023 and December 31, 2022 consisted of the following ( in thousands ): June 30, 2023 December 31, 2022 Accrued interest expense and other $ 1,779 $ 784 Equipment notes payable, non-current 774 942 Operating lease liabilities, non-current 4,358 5,174 Finance lease liabilities, non-current 3,014 4,100 Total other non-current liabilities $ 9,925 $ 11,000 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Gross Unrealized Gains/Losses In Accumulated Other Comprehensive Loss And Fair Value Of Marketable Debt Securities, Available-For-Sale | Amortized cost, gross unrealized gains/losses in accumulated other comprehensive loss and fair value of marketable debt securities, available-for-sale, by type of security as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments: Corporate debt security $ 11,381 $ — $ (56) $ 11,325 Asset-backed security and other 2,017 — — 2,017 $ 13,398 $ — $ (56) $ 13,342 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 |
Schedule of Marketable Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The Company’s investments in marketable debt securities, available-for-sale that have been in a continuous unrealized loss position by type of security as of June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 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 $ 1,011 $ — $ 10,314 $ (56) $ 11,325 $ (56) $ 1,011 $ — $ 10,314 $ (56) $ 11,325 $ (56) 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) |
Schedule of Realized Gain (Loss) | Gross realized gains and gross realized losses from the sales of the Company’s marketable debt securities, available-for-sale for the three and six months ended June 30, 2023 and 2022 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Gross realized gains $ — $ — $ — $ — Gross realized losses $ — $ (63) $ (91) $ (69) |
Schedule of Amortized Cost And Fair Value Of Marketable Debt Securities, Available-For-Sale By Contractual Maturity | Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of June 30, 2023 consisted of the following ( in thousands , except weighted average data ): Amortized Cost Fair Value Due in one year or less $ 13,398 $ 13,342 Weighted average contractual maturity 0.1 years Amortized cost and fair value of marketable debt securities, available-for-sale by contractual maturity as of 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 |
Compensation Related Costs, Sha
Compensation Related Costs, Share Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock option activity | Stock option activity during the six months ended June 30, 2023 consisted of the following: Options Weighted Average Fair Value Weighted Average Exercise Price Weighted Average Remaining Years Intrinsic Value December 31, 2022 — Options outstanding 1,572,451 $ 0.02 $ 0.02 7.14 $ 670,451 Granted — — — Exercised 1,647 0.02 0.02 Forfeited 808 0.02 0.02 March 31, 2023 — Options outstanding 1,569,996 $ 0.02 $ 0.02 6.90 $ 798,297 Granted — — — Exercised 469,525 0.02 0.02 Forfeited 344,745 0.02 0.02 June 30, 2023 — Options outstanding 755,726 $ 0.01 $ 0.02 6.06 $ 151,188 June 30, 2023 — Options vested and exercisable 711,386 $ 0.01 $ 0.02 5.99 $ 142,620 |
Restricted Stock Units (RSUs) Activity | RSU activity during the six months ended June 30, 2023 consisted of the following: RSUs Weighted Average Grant Date Fair Value Weighted Average Fair Value December 31, 2022 — RSU outstanding 10,308,272 $ 1.45 $ 4,565,534 Granted 1,156,455 0.83 969,652 Vested 1,590,991 1.02 1,089,668 Forfeited 650,204 1.21 514,189 March 31, 2023 — RSU outstanding 9,223,532 $ 1.47 $ 4,842,354 Granted 15,963,747 0.48 8,217,614 Vested 1,833,356 1.25 988,109 Forfeited 1,687,077 1.31 700,893 June 30, 2023 — RSU outstanding 21,666,846 $ 0.77 $ 4,714,706 |
Schedule of recognized stock-based compensation expense in the consolidated statements of operations and comprehensive income (loss) | The Company’s recognized stock-based compensation expense (including earn-out RSUs) in the condensed consolidated statements of operations and comprehensive loss during the three and six months ended June 30, 2023, totaling approximately $2.1 million and $4.1 million, and 2022 totaling approximately $1.1 million and $2.5 million, respectively, which consisted of the following ( in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of goods sold $ 137 $ 198 $ 266 $ 227 Research and development 457 93 958 354 Sales and marketing 258 36 525 94 General and administrative 1,202 751 2,317 1,794 Total $ 2,054 $ 1,078 $ 4,066 $ 2,469 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net consisted of the following at June 30, 2023 and December 31, 2022 (in thousands) : June 30, 2023 December 31, 2022 Equipment $ 7,540 $ 7,595 Finance lease assets 7,991 9,283 Furniture and fixtures 173 173 Company vehicles 1,753 1,389 Leasehold improvements 1,401 1,401 Computers, software and related equipment 3,101 2,865 Construction in progress 347 346 Property and equipment, gross 22,306 23,052 Accumulated depreciation (5,967) (4,471) Property and equipment, net $ 16,339 $ 18,581 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share | Basic and diluted net loss per share during the three and six months ended June 30, 2023 and 2022 consisted of the following ( in thousands , except per share amounts ): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (23,578) $ (9,646) $ (47,909) $ (33,676) Net loss attributable to common stockholders, basic (23,578) (9,646) (47,909) (33,676) Net loss attributable to common stockholders, diluted (1) $ (23,578) $ (9,646) $ (47,909) $ (33,676) Denominator: Basic Weighted average shares outstanding, basic 170,999 164,041 170,013 163,606 Basic net loss per share $ (0.14) $ (0.06) $ (0.28) $ (0.21) Diluted Weighted average shares outstanding, diluted (1) 170,999 164,041 170,013 163,606 Diluted net loss per share $ (0.14) $ (0.06) $ (0.28) $ (0.21) ____________ (1) Net loss attributable to common stockholders, diluted excludes adjustments related to the change in fair value of derivative liabilities, interest expense and amortization of discounts and issuance costs related to Convertible Debentures. Additionally, weighted average shares outstanding, diluted excludes the if-converted shares related to Convertible Debentures. These adjustments were excluded from the calculation of diluted net loss per share as they would have an antidilutive effect (see Note 7 - Convertible Notes ). |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential weighted average shares that were excluded from the computation of diluted net income (loss) per share because their effect was anti-dilutive as of June 30, 2023 and 2022 consisted of the following (in thousands) : Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contingent earn-out shares 16,422 16,422 16,422 16,422 Common stock public and private warrants 18,833 18,833 18,833 18,833 Restricted stock units 21,667 708 21,667 717 Stock options 756 1,783 756 1,798 Convertible debt 47,035 — 61,524 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value of a recurring basis | June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 18,177 $ 18,177 $ — $ — 18,177 18,177 — — Short-Term Investments: Corporate debt security 11,325 — 11,325 — Asset-backed security and other 2,017 — 2,017 — 13,342 — 13,342 — Total Financial Assets $ 31,519 $ 18,177 $ 13,342 $ — Financial Liabilities: Private Placement Warrants $ 9 $ — $ 9 $ — Public Warrants 837 837 — — Derivative Liabilities 11 — — 11 Contingent Earn-out Shares liability 47 — — 47 Total Financial Liabilities $ 904 $ 837 $ 9 $ 58 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2022 Fair Value Level 1 Level 2 Level 3 Financial 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 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. |
Liabilities measured at fair value of a recurring basis | June 30, 2023 and December 31, 2022 consisted of the following (in thousands) : June 30, 2023 Fair Value Level 1 Level 2 Level 3 Financial Assets Cash and Cash Equivalents (1) : Money market funds $ 18,177 $ 18,177 $ — $ — 18,177 18,177 — — Short-Term Investments: Corporate debt security 11,325 — 11,325 — Asset-backed security and other 2,017 — 2,017 — 13,342 — 13,342 — Total Financial Assets $ 31,519 $ 18,177 $ 13,342 $ — Financial Liabilities: Private Placement Warrants $ 9 $ — $ 9 $ — Public Warrants 837 837 — — Derivative Liabilities 11 — — 11 Contingent Earn-out Shares liability 47 — — 47 Total Financial Liabilities $ 904 $ 837 $ 9 $ 58 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. December 31, 2022 Fair Value Level 1 Level 2 Level 3 Financial 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 ____________ (1) Included in total cash and cash equivalents in the condensed consolidated balance sheets. |
Schedule of Changes on Fair Value of Financial Liabilities | The changes in the fair value of Level 3 financial liabilities during the three months ended June 30, 2023 consisted of the following (in thousands): Derivative Liabilities on Convertible Debentures Contingent Earn-Out Shares Liability Fair value, beginning of period $ 497 $ 616 Recognition of earn-out RSUs 0 (6) Change in fair value during the period (486) (563) Fair value, end of period $ 11 $ 47 The changes in the fair value of Level 3 financial liabilities during the six months ended June 30, 2023 consisted of the following (in thousands): Derivative Liabilities on Convertible Debentures Contingent Earn-Out Shares Liability Fair value, beginning of period $ 405 $ 564 Recognition of earn-out RSUs 0 (6) Change in fair value during the period (394) (511) Fair value, end of period $ 11 $ 47 |
Fair Value Measurement Inputs and Valuation Techniques | Significant unobservable inputs related to Level 3 earn-out shares liability consisted of the following as of June 30, 2023: June 30, 2023 December 31, 2022 Stock price $0.22 $0.44 Stock price volatility 80% 80% Expected term 3.14 years 3.64 years Risk-free interest rate 4.5% 4.2% Significant unobservable inputs related to Level 3 derivative liabilities consisted of the following: June 30, 2023 December 31, 2022 Stock price $0.22 $0.44 Stock price volatility 80% 80% Expected term 0.37 years 0.86 years Risk-free interest rate 5.3% 4.6% |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Proceeds from divestiture of businesses | $ 216,700 | |||
Debt securities, available-for-sale | $ 41,100 | |||
Net cash used in operating activities | $ (30,042) | $ (75,828) | $ (128,000) |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Accounts receivable, allowance for credit loss, current | $ 50 | $ 0 | $ 50 | $ 0 | $ 0 |
Marketable debt securities, available-for-sale | 13,342 | 13,342 | 50,648 | ||
Debt securities, available-for-sale | 41,100 | 41,100 | |||
Accounting Standards Update 2016-13 | |||||
Property, Plant and Equipment [Line Items] | |||||
Debt securities, available-for-sale | $ 13,300 | $ 13,300 | $ 50,600 | ||
Customer 1 | Revenue Benchmark | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 68% | 74% | 49% | 43% | |
Customer 1 | Accounts Receivable | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 59% | 54% | |||
Customer 2 | Revenue Benchmark | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 13% | 34% | 10% | ||
Customer 2 | Accounts Receivable | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Customer 3 | Revenue Benchmark | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
Customer 3 | Accounts Receivable | Customer Concentration Risk | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 10% | ||||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Standard product warranty, period of warranty | 2 years | ||||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Standard product warranty, period of warranty | 5 years |
Basis of Presentation, Summary
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Warrant Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Movement in Extended Product Warranty Accrual [Roll Forward] | ||||
Warranty liability, beginning of period | $ 1,155 | $ 475 | $ 1,099 | $ 177 |
Reduction in liability (payments) | (527) | (6) | (743) | (6) |
Increase in liability | 673 | 363 | 945 | 661 |
Warranty liability, end of period | $ 1,301 | $ 832 | $ 1,301 | $ 832 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated Revenues by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Ancillary revenue | $ 117 | $ 511 | $ 381 | $ 570 |
Revenues | 4,754 | 9,766 | 9,451 | 16,797 |
Product and service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,637 | 9,255 | 9,070 | 16,227 |
Stepvans & vehicle incentives | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 4,287 | 8,561 | 228 | 15,424 |
Powertrains | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 223 | 656 | 8,549 | 670 |
Fleet-as-a-Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 127 | $ 38 | $ 293 | $ 133 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventories | $ 55,526 | $ 57,540 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,629 | $ 40,271 |
Work in process | 4,213 | 4,618 |
Finished goods | 8,684 | 12,651 |
Inventories | $ 55,526 | $ 57,540 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 2,295 | $ 2,372 |
Prepaid expenses and other(1) | 1,403 | 1,299 |
Contract assets | 1,145 | 290 |
Financed insurance premiums | 1,864 | 2,289 |
Assets held for sale | 1,219 | 1,850 |
Total prepaid expenses and other current assets | $ 7,926 | $ 8,100 |
Selected Balance Sheet Data - O
Selected Balance Sheet Data - Other Current Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued expenses and other | $ 7,436 | $ 7,589 | |
Contract liabilities | 1,011 | 193 | |
Customer deposits | 1,018 | 721 | |
Warranty liability | 1,301 | 1,099 | |
Equipment notes payable | 326 | 303 | |
Short-term insurance financing notes | 1,374 | 2,065 | |
Operating lease liabilities, current | 1,592 | 1,530 | |
Finance lease liabilities, current | 2,142 | 2,116 | |
Total | 16,200 | 15,616 | |
Contract with customer, liability, revenue recognized | $ (400) | $ 200 | $ 800 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued interest expense and other | $ 1,779 | $ 784 |
Equipment notes payable, non-current | 774 | 942 |
Operating lease liabilities, non-current | 4,358 | 5,174 |
Finance lease liabilities, non-current | $ 3,014 | $ 4,100 |
Finance lease, liability, noncurrent, statement of financial position [extensible enumeration] | Total other non-current liabilities | Total other non-current liabilities |
Total other non-current liabilities | $ 9,925 | $ 11,000 |
Earn-out Shares Liability (Deta
Earn-out Shares Liability (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 20, 2021 day $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 16,200,000 | |||||
Earn-out shares liability | $ | $ 47 | $ 47 | $ 564 | |||
Change in amount of contingent consideration gain | $ | $ 600 | $ 14,900 | $ 500 | $ 17,500 | ||
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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 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) | $ 25 | |||||
Threshold trading days | day | 10 | |||||
Threshold trading day period | day | 20 | |||||
Restricted Stock Units (RSUs) | ||||||
Schedule Of Recapitalization [Line Items] | ||||||
Derivative instrument, contingent consideration, liability, shares (in shares) | shares | 261,000 |
Convertible Notes (Details)
Convertible Notes (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 22, 2023 USD ($) tradingDay | Sep. 09, 2022 USD ($) | Aug. 11, 2022 USD ($) | Aug. 09, 2022 USD ($) tradingDay | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) vehicle tradingDay $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 21, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 20,000,000 | $ 35,000,000 | $ 20,000,000 | $ 20,000,000 | $ 15,000,000 | |||||
Temporary equity, conversion of convertible securities | $ 2,000,000 | |||||||||
Debt instrument, term | 30 days | |||||||||
Interest rate, stated percentage | 10% | 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% | 97% | ||||||||
Redemption, stock price threshold (in dollars per share) | $ / shares | $ 0.50 | $ 0.50 | ||||||||
Debt instrument, convertible, threshold consecutive trading days | vehicle | 3 | |||||||||
Derivative liabilities | $ 11,000 | $ 11,000 | $ 405,000 | |||||||
Change in fair value of derivative instruments | $ (307,000) | $ (3,703,000) | $ (210,000) | $ (3,268,000) | ||||||
Proceeds from convertible 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 | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.3817 | $ 2.3817 | ||||||||
Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity method investment, ownership percentage | 9.99% | 9.99% | ||||||||
Other Nonoperating Income (Expense) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ 1,000,000 | $ 1,000,000 | ||||||||
Interest Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ 500,000 | $ 500,000 | ||||||||
Convertible Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 20,000,000 | |||||||||
Interest rate, stated percentage | 6% | 6% | ||||||||
Debt issuance costs | $ 100,000 | $ 100,000 | ||||||||
Amortization of debt issuance costs | $ (100,000) | (100,000) | ||||||||
Convertible Notes Payable | Securities Purchase Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity method investment, ownership percentage | 19.99% | 19.99% | ||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption, stock price threshold (in dollars per share) | $ / shares | $ 0.59 | $ 0.59 | ||||||||
Debt instrument, redemption price, percentage | 5% | |||||||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 5 | 5 | 5 | |||||||
Common stock available under the exchange cap | 95% | |||||||||
Derivative, floor interest rate | 85% | 85% | ||||||||
Debt instrument, periodic payment, principal | $ (15,000,000) | |||||||||
Debt instrument, periodic payment | (700,000) | |||||||||
Debt instrument, increase, accrued interest | 1,300,000 | |||||||||
Exchange cap | 95% | |||||||||
Change in fair value of derivative instruments | $ (200,000) | |||||||||
Original issuance discount percentage | 2% | 2% | ||||||||
Proceeds from convertible debt | $ 34,300,000 | |||||||||
Debt issuance costs | $ 300,000 | 300,000 | ||||||||
Convertible debt | 17,800,000 | 17,800,000 | 33,000,000 | |||||||
Amortization of debt issuance costs | (1,800,000) | $ (6,200,000) | ||||||||
Convertible Debt | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, increase, accrued interest | 4,000,000 | |||||||||
Convertible Debt | Other Nonoperating Income (Expense) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | (2,500,000) | (4,300,000) | ||||||||
Unrecognized tax benefits, interest on income taxes accrued | 700,000 | 700,000 | ||||||||
Convertible Debt | Interest Expense | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unrecognized tax benefits, interest on income taxes accrued | $ 300,000 | $ 300,000 | ||||||||
SEPA Convertible Note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Excess proceeds | $ 3,000,000 | |||||||||
Excess proceeds from convertible debentures paid to company | 75% | |||||||||
Optional redemption on the convertible debentures | 25% | |||||||||
Threshold for reduction of monthly prepayment in days | 30 days |
Investments - Amortized Cost, G
Investments - Amortized Cost, Gross Unrealized Gains/Losses In Accumulated Other Comprehensive Loss And Fair Value Of Marketable Debt Securities, Available-For-Sale (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Short-term investments: | ||
Amortized Cost | $ 13,398,000 | $ 51,387,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (56,000) | (739,000) |
Marketable debt securities, available-for-sale | 13,342,000 | 50,648,000 |
Allowance for credit losses | 0 | |
Corporate debt security | ||
Short-term investments: | ||
Amortized Cost | 11,381,000 | 40,177,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (56,000) | (612,000) |
Marketable debt securities, available-for-sale | 11,325,000 | 39,565,000 |
U.S. treasuries | ||
Short-term investments: | ||
Amortized Cost | 2,201,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (21,000) | |
Marketable debt securities, available-for-sale | 2,180,000 | |
Asset-backed security and other | ||
Short-term investments: | ||
Amortized Cost | 2,017,000 | 5,324,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (76,000) |
Marketable debt securities, available-for-sale | $ 2,017,000 | 5,248,000 |
Non-U.S. government and supranational bonds | ||
Short-term investments: | ||
Amortized Cost | 3,685,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (30,000) | |
Marketable debt securities, available-for-sale | $ 3,655,000 |
Investments - Continuous Unreal
Investments - Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value | ||
Less than 12 months | $ 1,011 | $ 1,789 |
12 months or greater | 10,314 | 48,859 |
Total | 11,325 | 50,648 |
Gross Unrealized Losses | ||
Less than 12 months | 0 | (2) |
12 months or greater | (56) | (737) |
Total | (56) | (739) |
Corporate debt security | ||
Fair Value | ||
Less than 12 months | 1,011 | 1,789 |
12 months or greater | 10,314 | 37,775 |
Total | 11,325 | 39,564 |
Gross Unrealized Losses | ||
Less than 12 months | 0 | (2) |
12 months or greater | (56) | (610) |
Total | $ (56) | (612) |
U.S. treasuries | ||
Fair Value | ||
Less than 12 months | 0 | |
12 months or greater | 2,181 | |
Total | 2,181 | |
Gross Unrealized Losses | ||
Less than 12 months | 0 | |
12 months or greater | (21) | |
Total | (21) | |
Asset-backed security and other | ||
Fair Value | ||
Less than 12 months | 0 | |
12 months or greater | 5,248 | |
Total | 5,248 | |
Gross Unrealized Losses | ||
Less than 12 months | 0 | |
12 months or greater | (76) | |
Total | (76) | |
Non-U.S. government and supranational bonds | ||
Fair Value | ||
Less than 12 months | 0 | |
12 months or greater | 3,655 | |
Total | 3,655 | |
Gross Unrealized Losses | ||
Less than 12 months | 0 | |
12 months or greater | (30) | |
Total | $ (30) |
Investments - Gross Realized Ga
Investments - Gross Realized Gains (Losses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Gross realized gains | $ 0 | $ 0 | $ 0 | $ 0 |
Gross realized losses | $ 0 | $ (63) | $ (91) | $ (69) |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Marketable Debt Securities, Available-for-sale by Contractual Maturity (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Amortized Cost | ||
Due in one year or less | $ 13,398 | $ 51,387 |
Fair Value | ||
Due in one year or less | $ 13,342 | $ 50,648 |
Weighted average contractual maturity | 1 month 6 days | 3 months 18 days |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 22, 2023 USD ($) | Mar. 23, 2022 USD ($) shares | Jun. 30, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jun. 21, 2023 | |
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Stock authorized (in shares) | 1,010,000,000 | ||||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Number of votes per share | vote | 1 | ||||
SEPA Convertible Note | |||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Excess proceeds | $ | $ 3 | ||||
Excess proceeds from convertible debentures paid to company | 75% | ||||
Optional redemption on the convertible debentures | 25% | ||||
Standby Equity Purchase Agreement | |||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Sale of stock, consideration received on transaction | $ | $ 125 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 18,582 | ||||
Remaining commitment amount available | $ | $ 119.8 | $ 120.7 | |||
Standby Equity Purchase Agreement | Standby Equity Purchase Agreement | |||||
Stockholders' Equity And Temporary Equity [Line Items] | |||||
Equity method investment, ownership percentage | 9.99% | 4.99% |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) day $ / shares shares | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Redemption, stock price threshold (in dollars per share) | $ 0.50 |
Threshold consecutive trading days ending on the third day prior to notice of redemption | 10 days |
Warrant Redemption Scenario One | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Redemption, stock price threshold (in dollars per share) | $ 18 |
Redemption price (in dollars per share) | $ 0.01 |
Redemption notice period | 30 days |
Redemption, threshold trading days | day | 20 |
Redemption, threshold consecutive trading days | 30 days |
Redemption period | 30 days |
Warrant Redemption Scenario Two | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Redemption, stock price threshold (in dollars per share) | $ 10 |
Redemption price (in dollars per share) | $ 0.10 |
Redemption notice period | 30 days |
Reference value (in dollars per share) | $ 18 |
Public Warrants | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of warrants issued (in shares) | shares | 18,633,301 |
Warrants outstanding fair value | $ | $ 800,000 |
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 |
Warrants outstanding fair value | $ | $ 9,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding (in shares) | 755,726,000 | 755,726,000 | 1,572,451,000 | |||
Aggregate intrinsic value of options exercised | $ 179,000 | $ 114,000 | $ 180,000 | $ 115,000 | ||
Options, granted (in shares) | 0 | 0 | 0 | 0 | 0 | |
Stock-based compensation expense | $ 2,054,000 | $ 1,078,000 | $ 4,066,000 | $ 2,469,000 | ||
Unamortized stock-based compensation | 15,000,000 | $ 15,000,000 | ||||
Unamortized stock-based compensation, weighted average remaining amortization period | 2 years 8 months 4 days | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested in period, intrinsic value | $ 988,109 | $ 1,089,668 | $ 2,100,000 | |||
2018 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for issuance (in shares) | 0 | 0 | ||||
Options outstanding (in shares) | 1,569,996,000 | |||||
Expiration period | 10 years | |||||
Vesting period | 4 years | |||||
2021 Equity Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 6,425,286 | 6,425,286 | ||||
Share-based Payment Arrangement, Tranche One | 2018 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting percentage | 25% | |||||
Share-based Payment Arrangement, Tranche Two | 2018 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 36 months |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Options | ||||||
Options, outstanding beginning balance (in shares) | 1,572,451,000 | 1,572,451,000 | ||||
Options, granted (in shares) | 0 | 0 | 0 | 0 | 0 | |
Stock options exercised (in shares) | 469,525,000 | 1,647,000 | ||||
Options, forfeited (in shares) | 344,745,000 | 808,000 | ||||
Options, outstanding ending balance (in shares) | 755,726,000 | 755,726,000 | 1,572,451,000 | |||
Options vested and exercisable (in shares) | 711,386,000 | 711,386,000 | ||||
Weighted Average Fair Value | ||||||
Options outstanding beginning balance (in dollars per share) | $ 20 | $ 20 | $ 20 | |||
Options granted, weighted average grant date fair value (in dollars per share) | 0 | 0 | ||||
Options, exercised, weighted average grant date fair value (in dollars per share) | 20 | 20 | ||||
Options, forfeited in period, weighted average grant date fair value (in dollars per share) | 20 | 20 | ||||
Options outstanding ending balance (in dollars per share) | 0.01 | 20 | 0.01 | $ 20 | ||
Options, vested and exercisable, weighted average grant date fair value (in dollars per share) | 0.01 | |||||
Weighted Average Exercise Price | ||||||
Options, outstanding, beginning balance, weighted average exercise price (in dollars per share) | 20 | 20 | 20 | |||
Options, granted, weighted average exercise price (in dollars per share) | 0 | 0 | ||||
Options, exercised, weighted average exercise price (in dollars per share) | 20 | 20 | ||||
Options, forfeited, weighted average exercise price (in dollars per share) | 20 | 20 | ||||
Options, outstanding, ending balance, weighted average exercise price (in dollars per share) | 0.02 | $ 20 | 0.02 | $ 20 | ||
Options, exercisable, weighted average exercise price (in dollars per share) | $ 0.02 | $ 0.02 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||||
Options outstanding, weighted average remaining contractual term | 6 years 21 days | 6 years 10 months 24 days | 7 years 1 month 20 days | |||
Options, exercisable, weighted average remaining contractual term | 5 years 11 months 26 days | |||||
Options outstanding, intrinsic value | $ 151,188 | $ 798,297 | $ 151,188 | $ 670,451 | ||
Options, exercisable, intrinsic value | $ 142,620 | $ 142,620 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted Stock Units (RSUs) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | |
RSU’s | |||
Beginning balance, outstanding (in shares) | 9,223,532 | 10,308,272 | 10,308,272 |
Granted in period (in shares) | 15,963,747 | 1,156,455 | |
Vested in period (in shares) | 1,833,356 | 1,590,991 | |
Forfeited in period (in shares) | 1,687,077 | 650,204 | |
Ending balance, outstanding (in shares) | 21,666,846 | 9,223,532 | 21,666,846 |
Weighted Average Grant Date Fair Value | |||
Beginning balance, outstanding (in dollars per share) | $ 1,470 | $ 1,450 | $ 1,450 |
Granted in period (in dollars per share) | 480 | 830 | |
Vested in period (in dollars per share) | 1,250 | 1,020 | |
Forfeitures (in dollars per share) | 1,310 | 1,210 | |
Ending balance, outstanding (in dollars per share) | $ 770 | $ 1,470 | $ 770 |
Weighted Average Fair Value | |||
Beginning balance | $ 4,842,354 | $ 4,565,534 | $ 4,565,534 |
Granted | 8,217,614 | 969,652 | |
Vested | 988,109 | 1,089,668 | 2,100,000 |
Forfeited | 700,893 | 514,189 | |
Ending balance | $ 4,714,706 | $ 4,842,354 | $ 4,714,706 |
Stock-Based Compensation - Reco
Stock-Based Compensation - Recognized Stock-based Compensation Expense Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,054 | $ 1,078 | $ 4,066 | $ 2,469 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 137 | 198 | 266 | 227 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 457 | 93 | 958 | 354 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 258 | 36 | 525 | 94 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1,202 | $ 751 | $ 2,317 | $ 1,794 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,306 | $ 23,052 |
Accumulated depreciation | (5,967) | (4,471) |
Property and equipment, net | 16,339 | 18,581 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,540 | 7,595 |
Finance lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,991 | 9,283 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 173 | 173 |
Company vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,753 | 1,389 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,401 | 1,401 |
Computers, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,101 | 2,865 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 347 | $ 346 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 0.4 | $ 0.3 | $ 1.4 | $ 0.6 |
Related Party Transactions (Det
Related Party Transactions (Details) - Related Party - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Operating lease, cost | $ 0 | $ 35 | $ 0 | $ 70 |
Fitzgerald Manufacturing Partners | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, cost | $ 200 | $ 200 | $ 400 | $ 400 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | (0.01%) | (0.01%) | (0.01%) | (0.01%) |
Net Loss per Share - Computatio
Net Loss per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss | $ (23,578,000) | $ (9,646,000) | $ (47,909,000) | $ (33,676,000) |
Net loss attributable to common stockholders, basic | (23,578,000) | (9,646,000) | (47,909,000) | (33,676,000) |
Net loss attributable to common stockholders, diluted | $ (23,578,000) | $ (9,646,000) | $ (47,909,000) | $ (33,676,000) |
Denominator: | ||||
Weighted average shares outstanding — basic (in shares) | 170,999,000 | 164,041,000 | 170,013,000 | 163,606,000 |
Net loss per share — basic (in dollar per share) | $ (0.14) | $ (0.06) | $ (0.28) | $ (0.21) |
Dilutive effect | ||||
Weighted average shares outstanding — diluted (in shares) | 170,999,000 | 164,041,000 | 170,013,000 | 163,606,000 |
Net loss per share — diluted (in dollar per share) | $ (0.14) | $ (0.06) | $ (0.28) | $ (0.21) |
Net Loss per Share - Potential
Net Loss per Share - Potential Weighted Average Shares That Were Excluded From The Computation Of Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Contingent earn-out shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 16,422 | 16,422 | 16,422 | 16,422 |
Common stock public and private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 18,833 | 18,833 | 18,833 | 18,833 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential shares that were excluded from the computation of diluted net loss per share (in shares) | 21,667 | 708 | 21,667 | 717 |
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) | 756 | 1,783 | 756 | 1,798 |
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) | 47,035 | 0 | 61,524 | 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | $ 13,342,000 | $ 50,648,000 |
Derivative Liabilities | 846,000 | 661,000 |
Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 9,000 | |
Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 800,000 | |
U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 2,180,000 | |
Corporate debt security | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 11,325,000 | 39,565,000 |
Asset-backed security and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 2,017,000 | 5,248,000 |
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 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 18,177,000 | 24,680,000 |
Short-Term Investments | 13,342,000 | 50,648,000 |
Total Financial Assets | 31,519,000 | 75,328,000 |
Derivative Liabilities | 11,000 | 405,000 |
Contingent Earn-out Shares liability | 47,000 | 564,000 |
Total Financial Liabilities | 904,000 | 1,630,000 |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 9,000 | 7,000 |
Fair Value, Recurring | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 837,000 | 654,000 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 18,177,000 | 22,481,000 |
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 | |
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 | |
Short-Term Investments | 11,325,000 | 39,564,000 |
Fair Value, Recurring | Asset-backed security and other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 2,017,000 | 5,248,000 |
Fair Value, Recurring | 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 | |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 18,177,000 | 24,680,000 |
Short-Term Investments | 0 | 2,181,000 |
Total Financial Assets | 18,177,000 | 26,861,000 |
Derivative Liabilities | 0 | 0 |
Contingent Earn-out Shares liability | 0 | 0 |
Total Financial Liabilities | 837,000 | 654,000 |
Fair Value, Recurring | Level 1 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 0 | 0 |
Fair Value, Recurring | Level 1 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 837,000 | 654,000 |
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 | 18,177,000 | 22,481,000 |
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 | |
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 | |
Short-Term Investments | 0 | 0 |
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 |
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] | ||
Short-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 | 0 |
Short-Term Investments | 13,342,000 | 48,467,000 |
Total Financial Assets | 13,342,000 | 48,467,000 |
Derivative Liabilities | 0 | 0 |
Contingent Earn-out Shares liability | 0 | 0 |
Total Financial Liabilities | 9,000 | 7,000 |
Fair Value, Recurring | Level 2 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 9,000 | 7,000 |
Fair Value, Recurring | Level 2 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 0 | 0 |
Fair Value, Recurring | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Fair Value, Recurring | Level 2 | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 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 | |
Short-Term Investments | 11,325,000 | 39,564,000 |
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 | 2,017,000 | 5,248,000 |
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] | ||
Short-Term Investments | 3,655,000 | |
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 |
Total Financial Assets | 0 | 0 |
Derivative Liabilities | 11,000 | 405,000 |
Contingent Earn-out Shares liability | 47,000 | 564,000 |
Total Financial Liabilities | 58,000 | 969,000 |
Fair Value, Recurring | Level 3 | Private Placement Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 0 | 0 |
Fair Value, Recurring | Level 3 | Public Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants liabilitites | 0 | 0 |
Fair Value, Recurring | Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Fair Value, Recurring | Level 3 | U.S. treasuries | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-Term Investments | 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 | |
Short-Term Investments | 0 | 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 |
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] | ||
Short-Term Investments | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of the Financial Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Derivative Liability on Convertible Notes | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 497 | $ 405 |
Recognition of earn-out RSUs | 0 | 0 |
Change in fair value during the period | (486) | (394) |
Ending Balance | 11 | 11 |
Contingent Earn-out Shares Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 616 | 564 |
Recognition of earn-out RSUs | (6) | (6) |
Change in fair value during the period | (563) | (511) |
Ending Balance | $ 47 | $ 47 |
Fair Value Measurements - Signi
Fair Value Measurements - Significant Unobservable Inputs Related To Level 3 Earn-Out Shares Liability (Details) - Level 3 | Jun. 30, 2023 $ / shares yr | Dec. 31, 2022 yr $ / shares |
Measurement Input, Share Price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | $ / shares | 0.22 | 0.44 |
Derivative Liability, Measurement Input | 0.22 | 0.44 |
Measurement Input, Price Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.80 | 0.80 |
Derivative Liability, Measurement Input | 0.80 | 0.80 |
Measurement Input, Expected Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | yr | 3.14 | 3.64 |
Derivative Liability, Measurement Input | 0.37 | 0.86 |
Measurement Input, Risk Free Interest Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earn-out shares, liability, measurement input | 0.045 | 0.042 |
Derivative Liability, Measurement Input | 0.053 | 0.046 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended | |||||
Aug. 04, 2023 USD ($) | Jul. 04, 2023 USD ($) | Jun. 22, 2023 tradingDay | Aug. 09, 2022 tradingDay | Jun. 30, 2023 vehicle tradingDay | Aug. 11, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||
Debt instrument, convertible, threshold consecutive trading days | vehicle | 3 | |||||
Convertible Debt | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, convertible, threshold consecutive trading days | tradingDay | 5 | 5 | 5 | |||
Subsequent Event | VWAP | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, maximum amount of consideration to be received on transaction | $ 3,200,000 | $ 2,800,000 | ||||
Floor price | $ 0.59 |