xos-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-39598

XOS, INC.

______________________________________________________________________________

(Exact name of registrant as specified in its charter)


Delaware						98-1550505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, CA						90065
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (818) 316-1890

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.0001 par value per share	XOS	The Nasdaq Capital Market
Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share	XOSWW	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 7,873,364 shares of Common Stock, $0.0001 par value as of May 10, 2024.


			Page
Part I - Financial Information			3
Item 1. Financial Statements (Unaudited)			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures About Market Risk			41
Item 4. Controls and Procedures			42
Part II - Other Information			44
Item 1. Legal Proceedings			44
Item 1A. Risk Factors			44
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities			44
Item 3. Defaults Upon Senior Securities			44
Item 4. Mine Safety Disclosures			44
Item 5. Other Information			44
Item 6. Exhibits			45
Signatures			46


			Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023			7
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 (Unaudited) and 2023 (Unaudited)			8
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2024 (Unaudited) and 2023 (Unaudited)			9
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 (Unaudited) and 2023 (Unaudited)			10
Notes to Condensed Consolidated Financial Statements (Unaudited)			12


	March 31, 2024		December 31, 2023
Assets
Cash and cash equivalents	$	46,168	$	11,640
Restricted cash	1,115		—
Accounts receivable, net	20,320		15,142
Inventories	36,621		37,843
Prepaid expenses and other current assets	8,577		7,070
Total current assets	112,801		71,695
Property and equipment, net	13,638		14,660
Operating lease right-of-use assets, net	4,587		4,991
Other non-current assets	3,954		2,338
Total assets	$	134,980	$	93,684

Liabilities and Stockholders’ Equity
Accounts payable	$	2,272	$	2,756
Other current liabilities	20,033		16,817
Total current liabilities	22,305		19,573
Convertible debt, non-current	19,932		19,920
Earn-out shares liability	42		39
Common stock warrant liability	563		395
Other non-current liabilities	24,332		8,561
Total liabilities	67,174		48,488
Commitments and contingencies (Note 13)
Stockholders’ Equity
Common Stock $0.0001 par value, authorized 1,000,000 shares, 7,750 and 5,941 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	1		1
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	—		—
Additional paid-in capital	232,069		198,456
Accumulated deficit	(164,264)		(153,261)
Total stockholders’ equity	67,806		45,196
Total liabilities and stockholders’ equity	$	134,980	$	93,684


	Three Months Ended March 31,
	2024		2023
Revenues	$	13,162	$	4,697
Cost of goods sold	10,374		5,574
Gross profit (loss)	2,788		(877)

Operating expenses
General and administrative	8,959		11,599
Research and development	3,074		5,749
Sales and marketing	998		1,804
Total operating expenses	13,031		19,152

Loss from operations	(10,243)		(20,029)

Other expense, net	(584)		(4,151)
Change in fair value of derivative instruments	(168)		(97)
Change in fair value of earn-out shares liability	(3)		(52)
Loss before provision for income taxes	(10,998)		(24,329)
Provision for income taxes	5		2
Net loss	$	(11,003)	$	(24,331)

Other comprehensive loss
Marketable debt securities, available-for-sale
Change in net unrealized gain, net of tax of $0, for the three months ended March 31, 2024 and 2023	—		402
Total comprehensive loss	$	(11,003)	$	(23,929)

Net loss per share (1)
Basic	$	(1.80)	$	(4.32)
Diluted	$	(1.80)	$	(4.32)
Weighted average shares outstanding (1)
Basic	6,108		5,628
Diluted	6,108		5,628


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares (1)	Par Value

Balance at December 31, 2022	5,627	$	1	$	190,231	$	(77,418)	$	(739)	$	112,075

Stock based compensation expense	—	—		1,987		—		—		1,987
Issuance of common stock for vesting of restricted stock units	53	—		—		—		—		—
Shares withheld related to net share settlement of stock-based awards	(19)	—		(382)		—		—		(382)
Net and comprehensive income (loss)	—	—		—		(24,331)		402		(23,929)
Balance at March 31, 2023	5,661	$	1	$	191,836	$	(101,749)	$	(337)	$	89,751


Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets:
Cash and cash equivalents	$	46,168	$	36,489
Restricted cash	1,115		—
Total cash, cash equivalents and restricted cash	$	47,283	$	36,489

Supplemental disclosure of cash flow information
Cash paid for interest	$	—	$	980
Cash paid for income taxes	$	16	$	—
Supplemental disclosure of non-cash investing and financing activities
Purchase of property and equipment in accounts payable	$	(16)	$	2
Net assets acquired in acquisition of ElectraMeccanica Vehicles Corp.	$	54,630	—
Xos common stock issued in exchange for ElectraMeccanica Vehicles Corp.	$	(31,856)	—


Purchase consideration (1)	$	(35,588)

Assets acquired
Cash and cash equivalents	$	50,240
Restricted cash	1,115
Prepaid expenses and other current assets	1,539


	Three Months Ended March 31,
	2024		2023
Warranty liability, beginning of period	$	1,306	$	1,099
Reduction in liability (payments)	(522)		(216)
Increase in liability	415		272
Warranty liability, end of period	$	1,199	$	1,155


	Three Months Ended March 31,
	2024		2023
Product and service revenue
Stepvans & vehicle incentives(1)	$	11,585	$	4,262
Powertrains	422		5
Fleet-as-a-Service	628		166
Total product revenue	12,635		4,433
Ancillary revenue	527		264
Total revenues	$	13,162	$	4,697

SEC Form 10-Q filed by Xos Inc.