[Company Information](index=1&type=section&id=Company%20Information) [Registrant Details](index=1&type=section&id=Registrant%20Details) XOS, Inc. is a Delaware corporation listed on Nasdaq, classified as a non-accelerated filer, small reporting company, and emerging growth company, with 163,637,247 shares outstanding as of May 4, 2022 | Metric | Detail | | :--- | :--- | | Company Name | XOS, INC. | | Jurisdiction | Delaware | | Stock Ticker | XOS (Common Stock), XOSWW (Warrants) | | Exchange | Nasdaq Global Market | | Filer Type | Non-accelerated Filer, Smaller Reporting Company, Emerging Growth Company | | Common Stock Outstanding as of May 4, 2022 | 163,637,247 shares | [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) [Nature of Forward-Looking Statements](index=3&type=section&id=Nature%20of%20Forward-Looking%20Statements) This report contains forward-looking statements based on current expectations and projections, subject to known and unknown risks, uncertainties, and assumptions that may cause actual results to differ materially - Forward-looking statements are based on current expectations and projections, and actual results may differ materially due to known and unknown risks, uncertainties, and assumptions[7](index=7&type=chunk) [Risk Factors](index=3&type=section&id=Risk%20Factors) The company faces various risks and uncertainties that could cause actual results to differ significantly from forward-looking statements, including commercialization, deployment delays, market growth, strategic partnerships, economic conditions, legal proceedings, and supply chain disruptions - Key risks include commercialization capability, vehicle deployment delays, market share growth, strategic collaborations and acquisitions, business combination benefits, changes in domestic and international business, market, financial, political, and legal conditions, changes in applicable laws and regulations, legal proceedings outcomes, financial and business performance, strategy, future operations, financial condition, projected revenues and losses, projected costs, prospects and plans changes, ability to maintain effective internal control over financial reporting, ability to respond to general economic conditions including supply chain delays or disruptions, ability to effectively manage growth, ability to achieve and maintain future profitability, ability to obtain capital sources, ability to maintain and enhance products and brand and attract customers, ability to execute business model (including market acceptance of planned products and services and achieving sufficient production volume at acceptable quality levels and prices), ability to procure key inventory items (including battery cells, semiconductor chips, and body and aluminum), ability to manage supply shortages and disruptions, ability to scale cost-effectively (including hiring qualified personnel), competitor and industry developments and projections, general economic and political conditions (such as the COVID-19 pandemic, recession, interest rates, fuel prices, international currency fluctuations, corruption, political instability, and acts of war or military conflict, including the recent Russia-Ukraine military conflict's effects), ability to obtain and maintain intellectual property protection, and the duration of emerging growth company status[8](index=8&type=chunk)[10](index=10&type=chunk)[14](index=14&type=chunk) [Glossary of Terms](index=4&type=section&id=Glossary%20of%20Terms) [Key Definitions](index=4&type=section&id=Key%20Definitions) This section defines key terms used in the report, such as "Business Combination," "Class 5 to 8 Vehicles," "Energy Services," "Fleet-as-a-Service," "Flex Manufacturing Strategy," "X-Pack," and "X-Platform," essential for understanding the company's business model and financial reporting - "Business Combination" refers to NextGen's re-domestication and change of jurisdiction, its continuation and domestication as a Delaware corporation, and the merger and other transactions contemplated by the merger agreement, including the PIPE financing[15](index=15&type=chunk) - "Fleet-as-a-Service" is a comprehensive suite of products and services offered by the company to facilitate commercial battery-electric fleet operations through in-house proprietary technology and industry-leading partner turnkey solutions, including the X-Pack battery system, X-Platform modular chassis, energy services, maintenance, digital fleet management products, OTA software update technology, and various additional service offerings[17](index=17&type=chunk) - "Flex Manufacturing Strategy" refers to assembling vehicles using smaller, more flexible existing facilities and labor talent through strategic manufacturing partnerships, while the company coordinates other aspects of the manufacturing process, including supply chain logistics, quality control, and manufacturing engineering[17](index=17&type=chunk) [Part I - Financial Information](index=7&type=section&id=Part%20I%20-%20Financial%20Information) [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements as of March 31, 2022, including balance sheets, statements of operations and comprehensive loss, stockholders' equity, and cash flows, with detailed notes on business, accounting policies, revenue, inventory, leases, recapitalization, investments, equity, derivatives, share-based compensation, property and equipment, commitments, related party transactions, income taxes, net loss per share, and fair value measurements [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2022, total assets decreased to $215.975 million from $228.706 million, with reduced cash and equivalents, increased net inventory, and higher total liabilities leading to a decrease in stockholders' equity | Metric (in thousands) | March 31, 2022 (Unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 11,810 | 16,142 | | Restricted cash | 3,034 | 3,034 | | Accounts receivable | 6,848 | 3,353 | | Short-term available-for-sale debt securities | 89,823 | 94,696 | | Inventories, net | 40,303 | 30,883 | | Prepaid expenses and other current assets | 17,570 | 17,850 | | **Total current assets** | **169,388** | **165,958** | | Long-term available-for-sale debt securities | 28,063 | 54,816 | | Property and equipment, net | 10,253 | 7,426 | | Operating lease right-of-use assets, net | 7,765 | — | | Other assets | 506 | 506 | | **Total assets** | **215,975** | **228,706** | | **Liabilities and Stockholders' Equity** | | | | Accounts payable | 7,941 | 10,122 | | Other current liabilities | 11,857 | 5,861 | | **Total current liabilities** | **19,798** | **15,983** | | Earn-out shares liability | 26,938 | 29,240 | | Common stock warrant liability | 7,930 | 7,496 | | Other non-current liabilities | 7,895 | 1,594 | | **Total liabilities** | **62,561** | **54,313** | | **Stockholders' Equity** | | | | Common stock | 16 | 16 | | Additional paid-in capital | 179,884 | 178,851 | | Accumulated deficit | (25,279) | (4,093) | | Accumulated other comprehensive loss | (1,207) | (381) | | **Total stockholders' equity** | **153,414** | **174,393** | | **Total liabilities and stockholders' equity** | **215,975** | **228,706** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three months ended March 31, 2022, revenue significantly increased to $7.031 million, but higher cost of sales and operating expenses resulted in a negative gross margin and expanded operating and net losses year-over-year | Metric (in thousands) | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Revenue | 7,031 | 793 | | Cost of sales | 10,186 | 672 | | **Gross Margin** | **(3,155)** | **121** | | **Operating Expenses** | | | | General and administrative | 11,322 | 2,354 | | Research and development | 6,949 | 2,999 | | Sales and marketing | 2,028 | 312 | | **Total Operating Expenses** | **20,299** | **5,665** | | **Operating Loss** | **(23,454)** | **(5,544)** | | Other income (expense) net | 81 | (217) | | Fair value change in derivative instruments | (435) | 6,394 | | Fair value change in earn-out shares liability | 2,624 | — | | Write-off of subscription receivable | — | (379) | | Realized loss on debt extinguishment | — | (14,104) | | **Loss Before Income Taxes** | **(21,184)** | **(13,850)** | | Income tax provision | 2 | — | | **Net Loss** | **(21,186)** | **(13,850)** | | Other comprehensive loss | (826) | — | | **Total Comprehensive Loss** | **(22,012)** | **(13,850)** | | Net Loss Per Share (Basic and Diluted) | (0.13) | (0.19) | | Weighted Average Shares Outstanding (Basic and Diluted) | 163,165 | 72,354 | [Condensed Consolidated Statements of Legacy Xos Preferred Stock and Stockholders' Equity (Deficit)](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Legacy%20Xos%20Preferred%20Stock%20and%20Stockholders'%20Equity%20(Deficit)) As of March 31, 2022, total stockholders' equity decreased to $153.414 million from $174.393 million, primarily due to net and comprehensive losses, despite share-based compensation and common stock issuance | Metric (in thousands) | December 31, 2021 | March 31, 2022 (Unaudited) | | :--- | :--- | :--- | | Total Stockholders' Equity | 174,393 | 153,414 | | Additional Paid-in Capital | 178,851 | 179,884 | | Accumulated Deficit | (4,093) | (25,279) | | Accumulated Other Comprehensive Loss | (381) | (1,207) | | Share-based Compensation Expense | — | 1,068 | | Net and Comprehensive Loss | — | (22,012) | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2022, cash outflow from operating activities significantly increased to $31.304 million, investing activities generated $27.153 million, and financing activities used $0.181 million, resulting in a net decrease of $4.332 million in cash, cash equivalents, and restricted cash | Cash Flow Category (in thousands) | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (31,304) | (8,782) | | Net Cash Provided by (Used in) Investing Activities | 27,153 | (202) | | Net Cash Provided by (Used in) Financing Activities | (181) | 34,153 | | Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | (4,332) | 25,169 | | Cash, Cash Equivalents, and Restricted Cash at End of Period | 14,844 | 35,528 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the company's unaudited condensed consolidated financial statements, covering business description, accounting policies, revenue, inventory, leases, recapitalization, investments, equity, derivatives, share-based compensation, property and equipment, commitments, related party transactions, income taxes, net loss per share, and fair value measurements [Note 1 — Description of Business](index=14&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Business) Xos, Inc. is a mobile solutions company manufacturing Class 5 to 8 battery-electric commercial vehicles, facilitating fleet electrification through its X-Platform chassis, X-Pack battery system, and "Fleet-as-a-Service" offerings, while facing risks from COVID-19, the Russia-Ukraine conflict, and supply chain disruptions - Xos focuses on manufacturing Class 5 to 8 battery-electric commercial vehicles, offering "Fleet-as-a-Service" solutions, including the X-Platform chassis and X-Pack battery system[36](index=36&type=chunk) - The company completed its business combination on **August 20, 2021**, becoming a Nasdaq-listed company and electing to operate as an emerging growth company, adopting an extended transition period for accounting standards[38](index=38&type=chunk)[39](index=39&type=chunk) - The company faces risks from the COVID-19 pandemic, the Russia-Ukraine conflict, and supply chain disruptions for key inventory items like semiconductor chips, battery cells, body, and aluminum[40](index=40&type=chunk)[42](index=42&type=chunk)[44](index=44&type=chunk) [Note 2 — Basis of Presentation and Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20%E2%80%94%20Basis%20of%20Presentation%20and%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the basis of presentation and significant accounting policies, including U.S. GAAP and SEC compliance, management estimates, and the adoption of ASC 842 Leases on January 1, 2022, which led to the recognition of operating lease right-of-use assets and lease liabilities, with an ongoing assessment of ASU 2016-13 - The company's financial statements adhere to U.S. GAAP and SEC regulations, incorporating significant management estimates and judgments regarding earn-out shares liability, share-based compensation, common stock warrant liability, and product warranty liability[46](index=46&type=chunk)[48](index=48&type=chunk) - The company adopted ASC 842 Leases on **January 1, 2022**, recognizing an initial operating lease right-of-use asset and corresponding operating lease liability of **$7.7 million**[59](index=59&type=chunk)[60](index=60&type=chunk) - The company is evaluating the impact of ASU 2016-13 Financial Instruments—Credit Losses, which is effective **January 1, 2023**, and does not expect a material impact on its financial statements[62](index=62&type=chunk) [Note 3 — Revenue Recognition](index=18&type=section&id=Note%203%20%E2%80%94%20Revenue%20Recognition) For the three months ended March 31, 2022, total revenue significantly increased to $7.031 million from $0.793 million in the prior year, primarily driven by a substantial rise in Stepvans and vehicle incentives, as well as Fleet-as-a-Service revenue | Revenue Source (in thousands) | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Stepvans & Vehicle Incentives | 6,863 | 674 | | Powertrains | 14 | 119 | | Fleet-as-a-Service | 95 | — | | **Total Product and Service Revenue** | **6,972** | **793** | | Ancillary Revenue | 59 | — | | **Total Revenue** | **7,031** | **793** | [Note 4 — Inventories](index=18&type=section&id=Note%204%20%E2%80%94%20Inventories) As of March 31, 2022, net inventory increased to $40.303 million, primarily driven by higher raw materials and work-in-progress, alongside an increase in inventory reserves | Inventory Category (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Raw Materials | 24,008 | 20,382 | | Work-in-Process | 18,602 | 10,659 | | Finished Goods | — | 901 | | Total Inventory (before reserves) | 42,610 | 31,942 | | Less: Inventory Reserves | (2,307) | (1,059) | | **Net Inventory** | **40,303** | **30,883** | [Note 5 — Selected Balance Sheet Data](index=18&type=section&id=Note%205%20%E2%80%94%20Selected%20Balance%20Sheet%20Data) As of March 31, 2022, prepaid expenses and other current assets totaled $17.570 million, while other current liabilities increased to $11.857 million, mainly due to higher accrued expenses and lease liabilities | Item (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Prepaid Expenses and Other Current Assets** | | | | Prepaid Inventory | 8,415 | 7,303 | | Prepaid Insurance | 3,040 | 4,996 | | Deposits | 3,203 | 2,783 | | Assets Held for Sale | 1,848 | 1,848 | | Prepaid Licenses and Subscriptions | 706 | 801 | | Other | 358 | 119 | | **Total** | **17,570** | **17,850** | | **Other Current Liabilities** | | | | Accrued Expenses | 8,120 | 3,997 | | Lease Liabilities (Current) | 1,958 | 482 | | Customer Deposits | 1,026 | 899 | | Warranty Liabilities | 475 | 177 | | Other | 278 | 306 | | **Total** | **11,857** | **5,861** | [Note 6 — Leases](index=19&type=section&id=Note%206%20%E2%80%94%20Leases) As of March 31, 2022, total lease assets were $9.921 million and total lease liabilities were $9.853 million, with lease expenses for the period totaling $0.4 million, primarily from operating and equipment finance leases, following the adoption of ASC 842 on January 1, 2022 | Lease Assets and Liabilities (in thousands) | March 31, 2022 | | :--- | :--- | | Net Operating Lease Right-of-Use Assets | 7,765 | | Net Equipment Finance Lease Assets | 2,156 | | **Total Lease Assets** | **9,921** | | Operating Lease Liabilities (Current) | 1,465 | | Equipment Finance Lease Liabilities (Current) | 493 | | Operating Lease Liabilities (Non-current) | 6,353 | | Equipment Finance Lease Liabilities (Non-current) | 1,542 | | **Total Lease Liabilities** | **9,853** | - Total lease expense for the three months ended March 31, 2022, was **$0.4 million**, compared to **$0.2 million** for the same period in 2021[71](index=71&type=chunk) | Lease Information | Detail | | :--- | :--- | | Weighted-Average Remaining Lease Term - Operating Leases | 5.3 years | | Weighted-Average Remaining Lease Term - Equipment Finance Leases | 3.7 years | | Weighted-Average Discount Rate - Operating Leases | 5.5 % | | Weighted-Average Discount Rate - Equipment Finance Leases | 7.0 % | [Note 7 — Recapitalization and Earn-out Shares Liability](index=21&type=section&id=Note%207%20%E2%80%94%20Recapitalization%20and%20Earn-out%20Shares%20Liability) The company completed its business combination on August 20, 2021, treated as a reverse recapitalization, and assumed contingent obligations to issue 16.2 million common shares and 261,000 restricted stock units upon achieving specific market share price milestones, with the earn-out shares liability fair value at $26.938 million as of March 31, 2022, recognizing a $2.6 million gain from fair value changes - The company completed its business combination on **August 20, 2021**, and was identified as the accounting acquirer, treated as a reverse recapitalization[79](index=79&type=chunk) - The company is obligated to issue **16.2 million** shares of common stock and **261,000** restricted stock units to certain stockholders and employees upon achieving specific market share price milestones[82](index=82&type=chunk) | Metric (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Fair Value of Earn-out Shares Liability | 26,938 | 29,240 | | Gain from Fair Value Change in Earn-out Shares Liability (for the three months ended March 31, 2022) | 2,624 | — | [Note 8 — Investments](index=23&type=section&id=Note%208%20%E2%80%94%20Investments) As of March 31, 2022, the fair value of available-for-sale debt securities decreased to $117.9 million from $149.5 million as of December 31, 2021, resulting in an accumulated other comprehensive loss of $1.207 million and a realized loss of $6 thousand | Investment Category (in thousands) | Fair Value as of March 31, 2022 | Fair Value as of December 31, 2021 | | :--- | :--- | :--- | | Short-term Investments | 89,823 | 94,696 | | Long-term Investments | 28,063 | 54,816 | | **Total Available-for-Sale Debt Securities** | **117,886** | **149,512** | | Accumulated Other Comprehensive Loss | (1,207) | (381) | | Realized Loss (for the three months ended March 31, 2022) | (6) | — | [Note 9 — Equity](index=26&type=section&id=Note%209%20%E2%80%94%20Equity) The company is authorized to issue 1 billion shares of common stock and 10 million shares of preferred stock, and on March 23, 2022, entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., allowing it to sell up to $125 million of common stock over 36 months, having already issued 18,582 common shares as commitment consideration - The company is authorized to issue **1 billion** shares of common stock and **10 million** shares of preferred stock, each with a par value of **$0.0001** per share[94](index=94&type=chunk) - The company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., granting the right to sell up to **$125 million** of common stock over **36 months**, and has issued **18,582** common shares as commitment consideration[102](index=102&type=chunk)[103](index=103&type=chunk) [Note 10 — Derivative Instruments](index=27&type=section&id=Note%2010%20%E2%80%94%20Derivative%20Instruments) As of March 31, 2022, the company had 18,563,297 public warrants and 270,001 private warrants outstanding, with fair values of $7.8 million and $0.1 million, respectively, exercisable at $11.50 per share and redeemable by the company under specific conditions | Warrant Type | Quantity | Fair Value (in thousands) | | :--- | :--- | :--- | | Public Warrants | 18,563,297 | 7,800 | | Private Warrants | 270,001 | 100 | | Exercise Price | $11.50/share | | - The company may redeem public warrants at **$0.01** per warrant if the common stock price reaches or exceeds **$18.00**, or all warrants (including private warrants) at **$0.10** per warrant if the common stock price reaches or exceeds **$10.00**[107](index=107&type=chunk)[110](index=110&type=chunk) [Note 11 — Share-Based Compensation](index=28&type=section&id=Note%2011%20%E2%80%94%20Share-Based%20Compensation) As of March 31, 2022, the company had 1,834,681 options outstanding under its 2018 Stock Plan and 20,947,440 common shares available for issuance under its 2021 Equity Incentive Plan, with total share-based compensation expense (including earn-out RSUs) of $1.4 million for the period and $9.2 million in unrecognized share-based compensation expense | Share-Based Compensation Metrics (in thousands) | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Total Share-Based Compensation Expense | 1,391 | 2 | | Unrecognized Share-Based Compensation Expense (as of March 31, 2022) | 9,200 | — | | Common Shares Available for Issuance under 2021 Equity Incentive Plan (as of March 31, 2022) | 20,947,440 shares | — | | Restricted Stock Units (RSUs) Outstanding (as of March 31, 2022) | 3,212,381 units | — | [Note 12 — Property and Equipment, net](index=30&type=section&id=Note%2012%20%E2%80%94%20Property%20and%20Equipment,%20net) As of March 31, 2022, net property and equipment increased to $10.253 million, primarily due to additions in equipment and construction in progress, with depreciation expense for the period totaling $0.3 million | Category (in thousands) | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Equipment | 6,241 | 5,244 | | Furniture and Fixtures | 168 | 141 | | Company Vehicles | 497 | 153 | | Leasehold Improvements | 626 | 626 | | Computer, Software and Related Equipment | 1,431 | 1,289 | | Construction in Progress | 3,144 | 1,444 | | **Total Property and Equipment** | **12,107** | **8,897** | | Accumulated Depreciation | (1,854) | (1,471) | | **Property and Equipment, net** | **10,253** | **7,426** | | Depreciation Expense (for the three months ended March 31, 2022) | 300 | 100 | [Note 13 — Commitments and Contingencies](index=30&type=section&id=Note%2013%20%E2%80%94%20Commitments%20and%20Contingencies) As of March 31, 2022, the company had no material contractual obligations or commitments other than lease commitments, and no legal proceedings that could materially adversely affect its operations, financial condition, or cash flows - As of **March 31, 2022**, the company had no material contractual obligations or commitments other than lease commitments[125](index=125&type=chunk) - The company is not currently involved in any legal proceedings that, if determined adversely to it, would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations[126](index=126&type=chunk) [Note 14 — Related Party Transactions](index=31&type=section&id=Note%2014%20%E2%80%94%20Related%20Party%20Transactions) The company engages in various related party transactions, including property leases from the CEO's mother's trust, contract manufacturing agreements with Metalsa S.A. de C.V. and Fitzgerald Manufacturing Partners (a stockholder), the forgiveness of a COO's promissory note in Q1 2021, and the conversion of $18.9 million in related party notes payable into preferred stock - The company leases property from the CEO's mother's trust, with rent expenses of **$35,000** for both the three months ended March 31, 2022, and 2021[128](index=128&type=chunk) - The company has contract manufacturing agreements with Metalsa S.A. de C.V. and Fitzgerald Manufacturing Partners (a stockholder), paying **$172,000** in rent to Fitzgerald in the first quarter of 2022[129](index=129&type=chunk) - In the first quarter of 2021, the company forgave a promissory note from COO Giordano Sordoni, totaling **$364,000** in principal and **$15,000** in interest[130](index=130&type=chunk) - The company converted **$18.9 million** in related party notes payable into **19,664,000** shares of preferred stock[131](index=131&type=chunk) [Note 15 — Income Taxes](index=31&type=section&id=Note%2015%20%E2%80%94%20Income%20Taxes) For the three months ended March 31, 2022, the company's effective tax rate was (0.01)%, primarily due to state taxes and unbenefited losses, and a full valuation allowance has been provided against net U.S. deferred tax assets, as realization is uncertain | Metric | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Effective Tax Rate | (0.01)% | 0% | | Income Tax Provision | 2 thousand dollars | — | - The company has provided a full valuation allowance against its net U.S. deferred tax assets, as management believes it is more likely than not that some or all of these assets will not be realized[136](index=136&type=chunk) [Note 16 — Net Loss per Share](index=32&type=section&id=Note%2016%20%E2%80%94%20Net%20Loss%20per%20Share) For the three months ended March 31, 2022, basic and diluted net loss per share was $0.13, an improvement from $0.19 in the prior year, despite an increased net loss, due to a significant increase in outstanding shares | Metric (in thousands, except per share amounts) | March 31, 2022 | March 31, 2021 | | :--- | :--- | :--- | | Net Loss | (21,186) | (13,850) | | Weighted Average Common Shares Outstanding (Basic and Diluted) | 163,165 | 72,354 | | Net Loss Per Share (Basic and Diluted) | (0.13) | (0.19) | - Potential weighted-average shares, including contingent earn-out shares, public and private common stock warrants, restricted stock units, and stock options, were excluded from the diluted net loss per share calculation due to their anti-dilutive effect[138](index=138&type=chunk) [Note 17 — Fair Value Measurements](index=32&type=section&id=Note%2017%20%E2%80%94%20Fair%20Value%20Measurements) The company measures financial instruments at fair value according to ASC 820, categorizing them into three levels, with total financial liabilities at $34.868 million as of March 31, 2022, including $26.938 million for contingent earn-out shares liability (Level 3), which relies on unobservable inputs like stock price, volatility, expected term, and risk-free rate - The company's fair value measurements for financial instruments adhere to ASC 820, categorizing them into Level 1, Level 2, and Level 3[139](index=139&type=chunk)[140](index=140&type=chunk) | Financial Liability Category (in thousands) | Fair Value as of March 31, 2022 | Fair Value as of December 31, 2021 | | :--- | :--- | :--- | | Private Warrants | 114 | 140 | | Public Warrants | 7,816 | 7,356 | | Contingent Earn-out Shares Liability | 26,938 | 29,240 | | **Total Financial Liabilities** | **34,868** | **36,736** | | Key Unobservable Inputs for Contingent Earn-out Shares Liability (Level 3) | March 31, 2022 | | :--- | :--- | | Stock Price | $2.99 | | Stock Price Volatility | 80.0% | | Expected Term | 4.39 years | | Risk-Free Rate | 2.4% | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results of operations for the three months ended March 31, 2022, highlighting its business overview, recent developments, business combination impact, key factors affecting operations, COVID-19 impact, revenue and cost components, operating results comparison, non-GAAP financial measures, liquidity and capital resources, cash flows, and critical accounting policies and internal controls [Overview](index=36&type=section&id=Overview) Xos is a mobile solutions company manufacturing Class 5 to 8 battery-electric commercial vehicles, facilitating fleet electrification through its X-Platform chassis, X-Pack battery system, and "Fleet-as-a-Service" offerings, selling 56 vehicles in Q1 2022, and employing a flexible manufacturing strategy to scale production efficiently, anticipating strong growth from climate change concerns and e-commerce - Xos focuses on manufacturing Class 5 to 8 battery-electric commercial vehicles, offering "Fleet-as-a-Service" solutions, with its X-Platform and X-Pack technologies designed to reduce total cost of ownership[152](index=152&type=chunk)[153](index=153&type=chunk) | Sales Volume | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Vehicle Sales | 56 vehicles | 3 vehicles | | Powertrain Sales | — | 1 unit | - The company employs a "Flex Manufacturing Strategy," utilizing existing facilities and labor from strategic partners for vehicle assembly, aiming for up to **5,000** vehicles per facility annually, with current total capacity around **2,000** vehicles[154](index=154&type=chunk) [Recent Development](index=37&type=section&id=Recent%20Development) On March 23, 2022, the company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., allowing it to sell up to $125 million of common stock over 36 months for working capital and general corporate purposes - The company entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, Ltd., granting the right to sell up to **$125 million** of common stock over **36 months** for working capital and general corporate purposes[157](index=157&type=chunk) [Business Combination and Public Company Costs](index=37&type=section&id=Business%20Combination%20and%20Public%20Company%20Costs) The business combination, completed on August 20, 2021, was accounted for as a reverse recapitalization, resulting in a net cash increase of $216.7 million but incurring approximately $55.4 million in non-recurring transaction costs, with additional annual expenses expected as a public company for compliance, insurance, and administrative resources - The business combination was accounted for as a reverse recapitalization, resulting in a net cash increase of **$216.7 million** but incurring approximately **$55.4 million** in non-recurring transaction costs[159](index=159&type=chunk) - As a public company, additional annual expenses are anticipated for regulatory compliance, directors' and officers' liability insurance, director fees, and increased accounting, legal, and administrative resources[160](index=160&type=chunk) [Key Factors Affecting Operating Results](index=38&type=section&id=Key%20Factors%20Affecting%20Operating%20Results) The company's future success hinges on product and service commercialization, customer demand, Lyra series battery pack production, and supply chain management, with Lyra offering enhanced energy density, while the supply chain faces ongoing shortages of semiconductor chips, battery cells, body, and aluminum, exacerbated by the Russia-Ukraine conflict, potentially impacting financial performance - The Lyra series battery packs offer a **52%** increase in gravimetric energy density and a **45%** increase in volumetric energy density, compatible with all Xos on-highway vehicles, available in **29.4 kWh** (Lyra 30) and **61.8 kWh** (Lyra 60) configurations[164](index=164&type=chunk) - Supply chain management faces challenges, including semiconductor chip shortages, tight battery cell supply, and limitations in body and aluminum materials[165](index=165&type=chunk)[166](index=166&type=chunk) - The Russia-Ukraine conflict may exacerbate supply chain disruptions, potentially having a material adverse impact on the company's business, results of operations, cash flows, liquidity, and financial condition[167](index=167&type=chunk) [Impact of COVID-19](index=39&type=section&id=Impact%20of%20COVID-19) The extent of COVID-19's impact on the company's business, results of operations, cash flows, liquidity, and financial condition depends on the pandemic's severity and duration, and its effects on the U.S. and global economies, though the company maintained full operations in Q1 2022 with enhanced health and safety measures - The extent of the COVID-19 pandemic's impact on the company's business depends on its severity, duration, and economic effects, but the company maintained full operations in the first quarter of 2022[170](index=170&type=chunk) [Basis of Presentation](index=39&type=section&id=Basis%20of%20Presentation) The company's condensed consolidated financial statements include Xos and its wholly-owned subsidiaries, Legacy Xos and Xos Services, with all significant intercompany accounts and transactions eliminated, operating through a single segment with all long-lived assets and losses attributable to the U.S - The company's condensed consolidated financial statements include Xos and its wholly-owned subsidiaries, Legacy Xos and Xos Services, with all significant intercompany accounts and transactions eliminated[171](index=171&type=chunk) - The company currently operates through a single operating segment, with all long-lived assets held in the U.S. and all losses attributable to the U.S[172](index=172&type=chunk) [Components of Results of Operations](index=39&type=section&id=Components%20of%20Results%20of%20Operations) This section details the components of the company's operating results, including revenue, cost of sales, general and administrative expenses, research and development expenses, and sales and marketing expenses, with revenue primarily from electric stepvans and chassis vehicle sales and battery system licensing, expanding to other vehicle products and full services, and all expenses projected to rise significantly with business growth and production volume - Revenue primarily derives from electric stepvan and chassis vehicle sales and battery system licensing, with future expansion into other vehicle products like chassis cabs and tractors, and comprehensive services including energy services, maintenance, telematics, and financing[173](index=173&type=chunk) - Cost of sales includes materials, components, batteries, direct labor, and manufacturing overhead, expected to increase with higher production volumes[175](index=175&type=chunk)[177](index=177&type=chunk) - General and administrative expenses are projected to increase with business growth and public company operations, encompassing personnel costs, professional services, insurance, and equipment investments[178](index=178&type=chunk)[179](index=179&type=chunk) - Research and development expenses are expected to rise significantly, supporting ongoing investments in battery systems, chassis design, and other technologies[180](index=180&type=chunk) - Sales and marketing expenses are anticipated to increase with the expansion of the sales team and marketing activities, supporting both direct and indirect distribution strategies[181](index=181&type=chunk)[183](index=183&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2022, total revenue grew 787% year-over-year to $7.031 million, driven by increased unit sales; however, substantial increases in cost of sales, general and administrative, research and development, and sales and marketing expenses led to a negative gross margin and expanded operating and net losses, while other income (expense) net improved, and fair value changes in derivatives and debt extinguishment losses had varying impacts on net loss | Metric (in thousands) | March 31, 2022 | March 31, 2021 | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | 7,031 | 793 | 6,238 | 787 % | | Cost of Sales | 10,186 | 672 | 9,514 | nm | | Gross Margin | (3,155) | 121 | (3,276) | nm | | Operating Expenses | 20,299 | 5,665 | 14,634 | 258 % | | Operating Loss | (23,454) | (5,544) | (17,910) | 323 % | | Other Income (Expense) Net | 81 | (217) | 298 | (137) % | | Fair Value Change in Derivative Instruments | (435) | 6,394 | (6,829) | (107) % | | Fair Value Change in Earn-out Shares Liability | 2,624 | — | 2,624 | 100 % | | Realized Loss on Debt Extinguishment | — | (14,104) | 14,104 | (100) % | | Net Loss | (21,186) | (13,850) | (7,336) | 53 % | - Revenue growth was primarily driven by increased unit sales, with **56** stepvans sold in the first quarter of 2022, compared to **3** stepvans and **1** powertrain in the same period of 2021[187](index=187&type=chunk) - Cost of sales increased by **$9.5 million**, primarily due to higher product revenue, **$1.2 million** in inventory reserves, and **$8.3 million** in increased direct materials, direct labor, and manufacturing overhead[188](index=188&type=chunk) - General and administrative expenses increased by **$9.0 million**, mainly due to higher personnel costs, insurance expenses, consulting and professional fees, and investments in equipment and technology[190](index=190&type=chunk) - Research and development expenses increased by **$4.0 million**, primarily due to higher engineering personnel costs (including share-based compensation) and increased procurement of equipment and materials for R&D purposes[191](index=191&type=chunk) - Sales and marketing expenses increased by **$1.7 million**, mainly due to higher personnel costs (including share-based compensation), consulting fees, public relations expenses, and branding activities[192](index=192&type=chunk) [Non-GAAP Financial Measures](index=43&type=section&id=Non-GAAP%20Financial%20Measures) The company uses EBITDA and Adjusted EBITDA as supplementary non-GAAP financial measures to assess performance; for the three months ended March 31, 2022, EBITDA was negative $20.997 million and Adjusted EBITDA was negative $21.795 million, both deteriorating from the prior year - EBITDA is defined as net loss adjusted for other non-operating expenses or income, income tax expense or benefit, and depreciation and amortization[199](index=199&type=chunk) - Adjusted EBITDA is defined as EBITDA adjusted for share-based compensation and other non-recurring items identified by management[199](index=199&type=chunk) | Metric (in thousands) | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net Loss | (21,186) | (13,850) | | EBITDA | (20,997) | (13,544) | | Adjusted EBITDA | (21,795) | (19,936) | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2022, the company held $129.7 million in cash, cash equivalents, and available-for-sale debt securities, having gained approximately $216.7 million in net cash from the business combination, and anticipates continued net losses and cash outflows over the next 12 months for R&D and operational expansion, but believes existing cash resources, including a potential $125 million from SEPA, are sufficient for the next 12 months - As of **March 31, 2022**, the company's primary liquidity sources were cash and cash equivalents (excluding restricted cash) and available-for-sale debt securities, totaling **$129.7 million**[203](index=203&type=chunk) - The company received approximately **$216.7 million** in net cash proceeds from the business combination[203](index=203&type=chunk) - The company anticipates continued net losses and cash outflows over the next **12 months** to support research and development and operational expansion[204](index=204&type=chunk) - The company believes its existing financial resources, including the potential **$125 million** from the Standby Equity Purchase Agreement (SEPA), are sufficient to support operations for the next **12 months**[205](index=205&type=chunk) [Cash Flows Summary](index=44&type=section&id=Cash%20Flows%20Summary) For the three months ended March 31, 2022, operating activities used $31.304 million in cash, primarily due to net loss and changes in working capital; investing activities provided $27.153 million, mainly from sales of available-for-sale debt securities; and financing activities used $0.181 million, primarily for tax payments related to share-based compensation and equipment lease principal payments, resulting in a net decrease of $4.332 million in cash and cash equivalents | Cash Flow Category (in thousands) | For the Three Months Ended March 31, 2022 | For the Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (31,304) | (8,782) | | Net Cash Provided by (Used in) Investing Activities | 27,153 | (202) | | Net Cash Provided by (Used in) Financing Activities | (181) | 34,153 | | Net Increase (Decrease) in Cash and Cash Equivalents | (4,332) | 25,169 | - Cash outflow from operating activities in Q1 2022 was **$31.304 million**, comprising a net loss adjusted for **$19.4 million** in non-cash expenses and gains, and **$11.9 million** in net changes in operating assets and liabilities, which included **$10.7 million** in inventory cost accumulation[208](index=208&type=chunk) - Cash inflow from investing activities in Q1 2022 was **$27.153 million**, primarily from **$30.2 million** in net sales of available-for-sale debt securities, partially offset by **$3.0 million** in property and equipment purchases[211](index=211&type=chunk) - Cash outflow from financing activities in Q1 2022 was **$0.181 million**, mainly for tax payments related to share-based compensation and principal payments on equipment leases[212](index=212&type=chunk) [Contractual Obligations and Commitments](index=45&type=section&id=Contractual%20Obligations%20and%20Commitments) As of March 31, 2022, the company had no material contractual obligations or commitments other than the lease commitments disclosed in its annual report - As of **March 31, 2022**, the company had no material contractual obligations or commitments other than the lease commitments disclosed in its annual report[214](index=214&type=chunk) [Off-Balance Sheet Arrangements](index=45&type=section&id=Off-Balance%20Sheet%20Arrangements) The company has no off-balance sheet arrangements as defined by applicable SEC rules and regulations - The company has no off-balance sheet arrangements as defined by applicable SEC rules and regulations[215](index=215&type=chunk) [Critical Accounting Policies and Estimates](index=45&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements, prepared under U.S. GAAP, require significant management estimates and assumptions, primarily concerning the valuation of share-based compensation, common stock fair value, and convertible notes, SAFEs, and derivative liabilities, with no material changes to critical accounting policies disclosed in the annual report as of December 31, 2021 - The company's critical accounting policies and estimates primarily involve the valuation of share-based compensation, the fair value of common stock, and the valuation of convertible notes, SAFEs, and derivative liabilities[216](index=216&type=chunk) - There have been no material changes to the critical accounting policies disclosed in the annual report as of **December 31, 2021**[217](index=217&type=chunk) [Recent Accounting Pronouncements](index=46&type=section&id=Recent%20Accounting%20Pronouncements) For details on recent accounting pronouncements, their adoption dates, and the company's assessment of their potential impact on financial condition and results of operations, refer to Note 2 of the unaudited condensed consolidated financial statements in this document - For detailed information on recent accounting pronouncements, refer to Note 2 of the unaudited condensed consolidated financial statements[218](index=218&type=chunk) [Internal Control Over Financial Reporting](index=46&type=section&id=Internal%20Control%20Over%20Financial%20Reporting) The company is designing and implementing internal control over financial reporting systems commensurate with its post-business combination operational scale; while the CEO and CFO deemed disclosure controls and procedures effective as of March 31, 2022, the company is addressing identified areas for improvement and plans its first annual assessment after December 31, 2022 - The company is designing and implementing internal control over financial reporting systems commensurate with its post-business combination operational scale[229](index=229&type=chunk) - The CEO and CFO concluded that the disclosure controls and procedures were effective as of **March 31, 2022**[228](index=228&type=chunk) - The company will conduct its first annual assessment of internal control over financial reporting after **December 31, 2022**, and is addressing identified areas for improvement in its preliminary internal control system[219](index=219&type=chunk)[220](index=220&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate, foreign currency, and inflation risks; as of March 31, 2022, it held $117.9 million in available-for-sale debt securities, primarily high-quality fixed and floating-rate instruments, does not use derivatives for interest rate risk, has no significant foreign currency risk, and inflation could adversely impact costs if not offset - The company faces interest rate risk; as of **March 31, 2022**, available-for-sale debt securities had a fair value of **$117.9 million**, primarily invested in U.S. Treasury securities, corporate bonds, and asset-backed securities, with a weighted-average rating of **AA-**[223](index=223&type=chunk) | Interest Rate Change | Approximate Change in Fair Value of Investments (in thousands) | | :--- | :--- | | 2% Decrease | 1,501 | | 1% Decrease | 750 | | 1% Increase | (708) | | 2% Increase | (1,289) | - The company did not have significant foreign currency risk for the three months ended **March 31, 2022**, and **March 31, 2021**[225](index=225&type=chunk) - Inflation may increase the cost of goods and services, potentially adversely affecting the business, financial condition, and results of operations if the company cannot offset these increases through price adjustments or alternative solutions[226](index=226&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2022, the CEO and CFO assessed and concluded that disclosure controls and procedures were effective; the company is continuously designing and implementing internal control over financial reporting systems to match its post-business combination operational scale and plans its first annual assessment after December 31, 2022 - As of **March 31, 2022**, the CEO and CFO assessed and concluded that the disclosure controls and procedures were effective[228](index=228&type=chunk) - The company is continuously designing and implementing internal control over financial reporting systems to match its post-business combination operational scale[229](index=229&type=chunk) - Internal control systems have inherent limitations, providing only reasonable assurance, and may become inadequate due to changing conditions or declining compliance[230](index=230&type=chunk) [Part II - Other Information](index=46&type=section&id=Part%20II%20-%20Other%20Information) [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings that, if determined adversely, would individually or in aggregate have a material adverse effect on its business, financial condition, or results of operations - The company is not currently involved in any legal proceedings that could materially adversely affect its business, financial condition, or results of operations[231](index=231&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) The company's risk factors are described in its 2021 Form 10-K annual report, with no material changes since that filing - The company's risk factors are described in its **2021 Form 10-K** annual report, and there have been no material changes since that filing[232](index=232&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On March 23, 2022, the company issued 18,582 common shares to Yorkville as consideration for the Standby Equity Purchase Agreement (SEPA), receiving no cash proceeds, with the issuance exempt under Section 4(a)(2) of the Securities Act - On **March 23, 2022**, the company issued **18,582** common shares to Yorkville as consideration for the Standby Equity Purchase Agreement (SEPA), receiving no cash proceeds[233](index=233&type=chunk) - This securities issuance was made under the exemption provided by Section 4(a)(2) of the Securities Act[233](index=233&type=chunk) [Item 3. Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company did not experience any defaults upon senior securities during this reporting period - The company did not experience any defaults upon senior securities[234](index=234&type=chunk) [Item 4. Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure is not applicable - Mine safety disclosures are not applicable[235](index=235&type=chunk) [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company has no other information to disclose for this reporting period - The company has no other information to disclose[236](index=236&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including the certificate of incorporation, bylaws, equity purchase agreement, and certifications from the CEO and CFO | Exhibit Number | Description | | :--- | :--- | | 3.1 | Certificate of Incorporation | | 3.2 | Bylaws | | 10.1 | Equity Purchase Agreement | | 31.1 | CEO Certification | | 31.2 | CFO Certification | | 32.1 | CEO and CFO Certification | | 101.INS | XBRL Instance Document | | 101.SCH | XBRL Taxonomy Extension Schema Document | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | [Signatures](index=50&type=section&id=Signatures) [Authorized Signatures](index=50&type=section&id=Authorized%20Signatures) This report was officially signed by Dakota Semler, Chief Executive Officer, and Kingsley E. Afemikhe, Chief Financial Officer of XOS, Inc., on May 9, 2022 - This report was signed by CEO Dakota Semler and CFO Kingsley E. Afemikhe on **May 9, 2022**[242](index=242&type=chunk)

Xos, Inc. (NASDAQ:XOS) Q1 2022 Earnings Conference Call May 5, 2022 6:00 PM ET Company Participants Christen Romero - General Counsel Dakota Semler - Co-founder and Chief Executive Officer Gio Sordoni - Chief Operating Officer Kingsley Afemikhe - Chief Financial Officer Conference Call Participants Mike Shlisky - DA Davidson Jerry Revich - Goldman Sachs Donovan Schaefer - Northland Capital Markets Dan Ives - Wedbush Securities Mike Ward - The Benchmark Company Sharif Elkhaldy - Bank of America Operator Good ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598 XOS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Del ...

1 X(5)S Fourth Quarter and Full Year 2021 Earnings Results March 28, 2022 © Copyright Xos Inc. 2022. All rights reserved. DISCLAIMER Forward-Looking Statements S()X This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding projected revenue, deliveries and non-GAAP operating loss; the impact of manufactu ...

Xos, Inc. (NASDAQ:XOS) Q4 2021 Earnings Conference Call March 28, 2022 5:00 PM ET Company Participants Christen Romero - General Counsel Dakota Semler - CEO and Chairman Kingsley Afemikhe - CFO Giordano Sordoni - COO Rob Ferber - Chief Technology Officer Conference Call Participants Mike Shlisky - DA Davidson Jerry Revich - Goldman Sachs Steven Fox - Fox Advisors Mike Ward - The Benchmark Company Donovan Schafer - Colliers Securities Sharif Elkhaldy - Bank of America Merrill Lynch Operator Good afternoon. ...

Table of Contents 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 September 30, 2021 ☐ 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 X ...

Third Quarter 2021 Financial Results November 11, 2021 DISCLAIMER Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding projected financial and performance information for the fourth quarter and full year 2021, expectations and timing related to production, customer acquisi ...

Xos, Inc. (NASDAQ:XOS) Q3 2021 Earnings Conference Call November 11, 2021 5:00 PM ET Company Participants Henry Kwon - Head, IR Dakota Semler - CEO and Chairman Giordano Sordoni - COO Kingsley Afemikhe - CFO Conference Call Participants Daniel Ives - Wedbush Mike Shlisky - DA Davidson Steven Fox - Fox Advisors Jacob Parsons - Colliers Securities Operator Good afternoon and welcome to Xos' Third Quarter 2021 Earnings Conference Call. Today's call is being recorded and we have allocated one hour for prepared ...

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 June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ NextGen Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39598 98-1550505 (State or other j ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed financial statements and management's discussion and analysis for NextGen Acquisition Corporation, covering the period ended March 31, 2021 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents NextGen Acquisition Corporation's unaudited condensed financial statements, including balance sheets, statements of operations, equity, and cash flows, with detailed notes on accounting policies and financial instrument valuations [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The condensed balance sheets show the company's financial position as of March 31, 2021, compared to December 31, 2020, highlighting changes in assets, liabilities, and equity, particularly a decrease in cash and an increase in derivative warrant liabilities Balance Sheet Metrics | Metric | March 31, 2021 (Unaudited) | December 31, 2020 | | :--------------------------------------- | :--------------------------- | :------------------ | | Cash | $123,845 | $821,331 | | Total current assets | $564,400 | $1,264,496 | | Investments held in Trust Account | $375,017,221 | $375,007,974 | | Total Assets | $375,581,621 | $376,272,470 | | Accounts payable | $119,197 | $5,497 | | Total current liabilities | $206,477 | $122,735 | | Derivative warrant liabilities | $36,124,190 | $28,500,590 | | Total liabilities | $49,455,667 | $41,748,325 | | Total Shareholders' equity | $5,000,004 | $5,000,005 | [Unaudited Condensed Statement of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations) The statement of operations for the three months ended March 31, 2021, indicates a net loss primarily driven by a significant change in the fair value of derivative warrant liabilities Statement of Operations Metrics | Metric | Three Months Ended March 31, 2021 | | :------------------------------------------------ | :-------------------------------- | | General and administrative expenses | $753,838 | | General and administrative expenses - related party | $30,000 | | Total operating expenses | ($783,838) | | Change in fair value of derivative warrant liabilities | ($7,623,600) | | Net gain from cash equivalents held in Trust Account | $9,248 | | Net loss | ($8,398,190) | | Basic and diluted net loss per share, non-redeemable ordinary shares | ($0.60) | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Equity) This statement details the changes in shareholders' equity for the three months ended March 31, 2021, showing the impact of shares subject to possible redemption and the net loss on the overall equity balance Shareholders' Equity Changes | Metric | December 31, 2020 | March 31, 2021 (Unaudited) | | :-------------------------------- | :------------------ | :--------------------------- | | Total Shareholders' Equity | $5,000,005 | $5,000,004 | | Shares subject to possible redemption | - | $8,398,189 | | Net loss | - | ($8,398,190) | [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) The cash flow statement for the three months ended March 31, 2021, indicates a net cash outflow from operating activities, primarily due to the net loss, resulting in a significant decrease in cash balance Cash Flow Metrics | Metric | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | | Net loss | ($8,398,190) | | Change in fair value of derivative warrant liabilities | $7,623,600 | | Net cash used in operating activities | ($697,486) | | Cash - beginning of the period | $821,331 | | Cash - ending of the period | $123,845 | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide essential context and detailed information regarding the company's financial statements, covering its formation, IPO, proposed business combination, accounting policies, and financial instrument valuations [Note 1—Description of Organization, Business Operations and Basis of Presentation](index=8&type=section&id=Note%201—Description%20of%20Organization%2C%20Business%20Operations%20and%20Basis%20of%20Presentation) NextGen Acquisition Corporation, a blank check company, completed its IPO and Private Placement, and announced a proposed merger with Xos, Inc - NextGen Acquisition Corporation was incorporated on July 29, 2020, as a blank check company to pursue a business combination[19](index=19&type=chunk) Capital Raised Events | Event | Date | Gross Proceeds | | :-------------------- | :----------- | :------------- | | Initial Public Offering | Oct 9, 2020 | **$350.0 million** | | Over-Allotment Units | Nov 17, 2020 | **$25.0 million** | | Private Placement | Oct 9, 2020 | **$9.0 million** | | Second Private Placement | Nov 17, 2020 | **$0.5 million** | - A total of **$375.0 million** from the IPO and Private Placement proceeds were placed in a Trust Account[23](index=23&type=chunk) - The company entered into a Merger Agreement with Xos, Inc. on February 21, 2021, for a proposed business combination, which includes a domestication to Delaware and a PIPE investment of **$220 million**[38](index=38&type=chunk)[41](index=41&type=chunk)[44](index=44&type=chunk) - The company's ability to complete an initial Business Combination may be materially adversely affected by the COVID-19 outbreak[33](index=33&type=chunk) [Note 2—Summary of Significant Accounting Policies](index=13&type=section&id=Note%202—Summary%20of%20Significant%20Accounting%20Policies) This note outlines key accounting policies, including fair value measurement, derivative warrant liabilities, redeemable shares, income taxes, and net loss per share, noting the company's emerging growth status - Investments held in the Trust Account are classified as trading securities and measured at fair value, primarily in money market funds investing in U.S. government obligations[50](index=50&type=chunk) - Derivative warrant liabilities (Public and Private Placement Warrants) are recognized as liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations[58](index=58&type=chunk)[59](index=59&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the company's control[60](index=60&type=chunk) - The company adopted ASU 2020-06 on January 1, 2021, which did not impact its financial position, results of operations, or cash flows[69](index=69&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[71](index=71&type=chunk)[72](index=72&type=chunk) [Note 3—Initial Public Offering](index=17&type=section&id=Note%203—Initial%20Public%20Offering) The company completed its IPO on October 9, 2020, issuing 35,000,000 units at $10.00 each, generating $350.0 million, with additional units from an over-allotment option Initial Public Offering Details | Event | Units Sold | Price Per Unit | Gross Proceeds | | :-------------------- | :----------- | :------------- | :------------- | | Initial Public Offering | 35,000,000 | **$10.00** | **$350.0 million** | | Over-Allotment Units | 2,500,000 | **$10.00** | **$25.0 million** | - Offering costs amounted to approximately **$19.8 million**, including **$12.3 million** in deferred underwriting commissions, with additional costs of **$1.4 million** for the over-allotment[75](index=75&type=chunk) [Note 4—Private Placement](index=18&type=section&id=Note%204—Private%20Placement) Concurrently with the IPO, the company completed a private placement of 6,000,000 Private Placement Warrants at $1.50 each, generating $9.0 million, with additional warrants sold during the over-allotment Private Placement Details | Event | Warrants Sold | Price Per Warrant | Gross Proceeds | | :-------------------- | :------------ | :---------------- | :------------- | | Initial Private Placement | 6,000,000 | **$1.50** | **$9.0 million** | | Second Private Placement | 333,334 | **$1.50** | **$0.5 million** | - Private Placement Warrants are non-redeemable for cash and exercisable on a cashless basis if held by the Sponsor or permitted transferees, and will expire worthless if a Business Combination is not completed within the Combination Period[79](index=79&type=chunk) [Note 5—Related Party Transactions](index=18&type=section&id=Note%205—Related%20Party%20Transactions) This note details transactions with the Sponsor, including Founder Shares, transfer restrictions, a non-interest bearing promissory note, and potential Working Capital Loans - The Sponsor paid **$25,000** for 10,062,500 Class B ordinary shares (Founder Shares), with 687,500 shares forfeited due to the partial exercise of the over-allotment option[81](index=81&type=chunk) - Founder Shares are subject to transfer restrictions until one year after the business combination or until certain stock price thresholds are met[82](index=82&type=chunk) - A non-interest bearing promissory note allows the company to borrow up to **$1,000,000** from the Sponsor, with **$0** outstanding as of March 31, 2021[83](index=83&type=chunk) - Working Capital Loans from related parties may be provided to finance transaction costs, repayable upon business combination or convertible into warrants[84](index=84&type=chunk) [Note 6—Commitments and Contingencies](index=19&type=section&id=Note%206—Commitments%20and%20Contingencies) This note details commitments including registration rights for warrant holders and underwriting agreements, with deferred fees contingent upon business combination completion - Holders of Founder Shares, Private Placement Warrants, and warrants from Working Capital Loans have registration rights[86](index=86&type=chunk) Underwriting Fees | Underwriting Fees | Amount | | :-------------------------------- | :------------- | | Upfront underwriting discount | **$7.00 million** | | Deferred underwriting commissions | **$12.25 million** | | Additional upfront fee (Over-Allotment) | **$0.50 million** | | Additional deferred commissions (Over-Allotment) | **$0.875 million** | - Deferred legal fees exceeding **$250,000** are contingent upon the consummation of an initial Business Combination[90](index=90&type=chunk) [Note 7—Shareholders' Equity](index=19&type=section&id=Note%207—Shareholders%27%20Equity) The company's authorized and outstanding shares include preference, Class A, and Class B ordinary shares, with Class B shares converting to Class A upon business combination Share Capital Structure | Share Class | Authorized Shares | Issued/Outstanding (March 31, 2021) | | :-------------------- | :---------------- | :---------------------------------- | | Preference Shares | 5,000,000 | 0 | | Class A Ordinary Shares | 500,000,000 | 37,500,000 (32,112,595 redeemable) | | Class B Ordinary Shares | 50,000,000 | 9,375,000 | - Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis at the time of the initial Business Combination, subject to anti-dilution adjustments[97](index=97&type=chunk) [Note 8—Warrants](index=20&type=section&id=Note%208—Warrants) This note details outstanding Public and Private Placement Warrants, their exercisability, exercise price, and conditions under which the company may redeem Public Warrants Outstanding Warrants | Warrant Type | Outstanding (March 31, 2021) | | :---------------------- | :--------------------------- | | Public Warrants | 12,500,000 | | Private Placement Warrants | 6,333,334 | - Public Warrants become exercisable on the later of 30 days after a Business Combination or 12 months from the IPO closing, with an exercise price of **$11.50** per share[99](index=99&type=chunk)[100](index=100&type=chunk) - The company may redeem Public Warrants for cash if the Class A ordinary share price equals or exceeds **$18.00**, or for Class A ordinary shares if the price equals or exceeds **$10.00**[103](index=103&type=chunk)[104](index=104&type=chunk) - Private Placement Warrants are non-transferable, non-assignable, and non-redeemable as long as held by initial purchasers or permitted transferees[102](index=102&type=chunk) [Note 9—Fair Value Measurements](index=22&type=section&id=Note%209—Fair%20Value%20Measurements) This note provides a fair value hierarchy for financial instruments, categorizing them into Level 1, Level 2, and Level 3, with Private Placement Warrants valued using a Monte Carlo simulation Fair Value of Financial Instruments | Financial Instrument | Fair Value (March 31, 2021) | Fair Value (December 31, 2020) | Fair Value Level | | :-------------------------------- | :-------------------------- | :--------------------------- | :--------------- | | Investments held in Trust Account | $375,017,221 | $375,007,974 | Level 1 | | Derivative warrant liabilities Public Warrants | $23,394,190 | $18,683,920 | Level 1 | | Derivative warrant liabilities Private Warrants | $12,730,000 | $9,816,670 | Level 3 | | Total fair value | $411,141,411 | $403,508,564 | | - The fair value of Private Placement Warrants is determined using a Monte Carlo simulation model (Level 3 inputs), while Public Warrants are based on listed market prices (Level 1)[111](index=111&type=chunk)[112](index=112&type=chunk) - The change in fair value of derivative warrant liabilities resulted in a **$2.9 million** charge to the statement of operations for the three months ended March 31, 2021[111](index=111&type=chunk)[114](index=114&type=chunk) [Note 10—Subsequent Events](index=23&type=section&id=Note%2010—Subsequent%20Events) Management has evaluated subsequent events through the financial statement issuance date and concluded that all events requiring recognition or disclosure have been appropriately addressed - Management has evaluated subsequent events and concluded that all such events requiring recognition or disclosure have been recognized or disclosed[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and operational results, emphasizing its status as a blank check company focused on a business combination [Overview](index=24&type=section&id=Overview) NextGen Acquisition Corporation, a blank check company, completed its IPO and Private Placement in late 2020, raising $375.0 million for a Trust Account to pursue a business combination - NextGen Acquisition Corporation is a blank check company formed on July 29, 2020, to effect a business combination[119](index=119&type=chunk) - The company raised **$350.0 million** from its IPO and **$9.0 million** from a private placement, with **$375.0 million** placed in a Trust Account[120](index=120&type=chunk)[121](index=121&type=chunk)[122](index=122&type=chunk) - The company must complete a Business Combination by October 9, 2022, or it will cease operations and redeem public shares[124](index=124&type=chunk) [Proposed Xos Business Combination](index=25&type=section&id=Proposed%20Xos%20Business%20Combination) On February 21, 2021, the company entered into a Merger Agreement with Xos, Inc., involving a domestication to Delaware and a $220 million PIPE investment - The company entered into a Merger Agreement with Xos, Inc. on February 21, 2021, for a business combination[125](index=125&type=chunk) - The merger will result in Xos becoming a wholly-owned subsidiary, with Xos shareholders receiving 127,626,116 shares of new Xos common stock, representing a pre-transaction equity value of **$1,276,261,160**[125](index=125&type=chunk) - Prior to closing, the company will deregister from the Cayman Islands and domesticate to Delaware, converting existing shares and warrants into NextGen Common Stock and Domesticated NextGen Warrants[126](index=126&type=chunk)[127](index=127&type=chunk) - A PIPE Investment of **$220,000,000** for 22,000,000 shares of NextGen Common Stock will be consummated concurrently with the closing[128](index=128&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2021, the company reported a net loss of approximately $8.4 million, primarily due to changes in derivative warrant liabilities Operating Results Summary | Metric | Three Months Ended March 31, 2021 | | :------------------------------------------ | :-------------------------------- | | Net loss | (**$8.4 million**) | | Change in fair value of derivative warrant liabilities | (**$7.6 million**) | | General and administrative expenses | (**$754,000**) | | General and administrative expenses - related party | (**$30,000**) | | Net gain from cash equivalents held in Trust Account | **$9,000** | [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is met by initial funding and Private Placement proceeds, with sufficient working capital and borrowing capacity until a business combination Liquidity and Capital Resources Summary | Metric | As of March 31, 2021 | | :-------------------------------- | :------------------- | | Cash in operating bank account | ~**$124,000** | | Working capital | ~**$358,000** | | Promissory note outstanding | **$0** (up to **$1,000,000** available) | - Management believes the company has sufficient working capital and borrowing capacity to meet its needs through the earlier of a Business Combination or one year from filing[37](index=37&type=chunk)[135](index=135&type=chunk) [Contractual Obligations](index=26&type=section&id=Contractual%20Obligations) The company has no long-term debt, capital lease, operating lease, purchase obligations, or long-term liabilities - The company does not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, or long-term liabilities[137](index=137&type=chunk) [Critical Accounting Policies](index=27&type=section&id=Critical%20Accounting%20Policies) Critical accounting policies include derivative warrant valuation, redeemable share classification, net loss per share calculation, and the company's status as an emerging growth company - Derivative warrant liabilities are recognized at fair value and re-measured each reporting period, with changes impacting the statement of operations[140](index=140&type=chunk)[141](index=141&type=chunk) - Class A ordinary shares subject to possible redemption are classified as temporary equity[142](index=142&type=chunk) - Net loss per ordinary share is computed using the two-class method, excluding redeemable Class A ordinary shares from basic loss per share calculation[143](index=143&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - The company adopted ASU 2020-06 on January 1, 2021, with no material impact on financial statements[147](index=147&type=chunk) - As an 'emerging growth company,' the company benefits from relaxed reporting requirements, including delaying adoption of new accounting standards[150](index=150&type=chunk)[151](index=151&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, NextGen Acquisition Corporation is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[153](index=153&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2021, due to a material weakness in warrant accounting, leading to a restatement - Disclosure controls and procedures were not effective as of March 31, 2021[154](index=154&type=chunk) - A material weakness in internal controls related to the accounting for warrants was identified, leading to a restatement of financial statements[155](index=155&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers other information including legal proceedings, risk factors, unregistered sales of equity securities, and exhibits for NextGen Acquisition Corporation [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company has no legal proceedings to report - There are no legal proceedings[157](index=157&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Form 10-K/A - No material changes from the risk factors previously disclosed in the Company's Form 10-K/A[158](index=158&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Unregistered sales of 22,000,000 common shares to PIPE Investors for $220,000,000 occurred, with no material change in IPO proceeds' planned use - Unregistered sales of 22,000,000 shares of common stock to PIPE Investors for **$220,000,000** were made concurrently with the Merger Agreement[159](index=159&type=chunk) - No underwriting discounts or commissions were paid for these unregistered sales[160](index=160&type=chunk) - No material change in the planned use of proceeds from the Initial Public Offering and Private Placement[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company has no defaults upon senior securities to report - There are no defaults upon senior securities[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable[164](index=164&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company has no other information to report under this item - There is no other information to report[165](index=165&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications of the principal executive and financial officers and XBRL taxonomy documents - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 32.1) and XBRL Instance and Taxonomy documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE)[167](index=167&type=chunk) [SIGNATURES](index=32&type=section&id=SIGNATURES) The report is duly signed on behalf of NextGen Acquisition Corporation by Patrick T. Ford, Chief Financial Officer and Secretary, on May 26, 2021 - The report was signed by Patrick T. Ford, Chief Financial Officer and Secretary, on May 26, 2021[170](index=170&type=chunk)[171](index=171&type=chunk)