Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity Registrant Name | Hyzon Motors Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39632 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 475 Quaker Meeting House Road | |
Entity Address, City or Town | Honeoye Falls | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14472 | |
City Area Code | 585 | |
Local Phone Number | 484-9337 | |
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 | 247,900,979 | |
Entity Central Index Key | 0001716583 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HYZN | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | HYZNW |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 407,333 | $ 445,146 |
Accounts receivable | 774 | 2,598 |
Related party receivable | 417 | 264 |
Inventory | 26,082 | 19,245 |
Prepaid expenses and other current assets | 29,951 | 27,970 |
Total current assets | 464,557 | 495,223 |
Property, plant, and equipment, net | 18,249 | 14,311 |
Right-of-use assets | 10,970 | 10,265 |
Investments in equity securities | 17,478 | 4,948 |
Other assets | 6,146 | 5,430 |
Total Assets | 517,400 | 530,177 |
Current liabilities | ||
Accounts payable | 7,938 | 8,430 |
Accrued liabilities | 9,034 | 6,026 |
Related party payables | 648 | 3,633 |
Contract liabilities | 11,063 | 11,230 |
Current portion of lease liabilities | 2,409 | 1,886 |
Total current liabilities | 31,092 | 31,205 |
Long term liabilities | ||
Lease liabilities | 9,249 | 8,830 |
Private placement warrant liability | 13,705 | 15,228 |
Earnout liability | 100,520 | 103,761 |
Deferred Income Tax Liabilities, Net | 526 | 0 |
Other liabilities | 1,243 | 1,296 |
Total liabilities | 156,335 | 160,320 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,881,568 and 247,758,412 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. | 25 | 25 |
Additional paid-in capital | 404,992 | 403,016 |
Accumulated deficit | (37,182) | (28,117) |
Accumulated other comprehensive gain | 486 | 373 |
Total Hyzon Motors Inc. stockholders’ equity | 368,321 | 375,297 |
Noncontrolling interest | (7,256) | (5,440) |
Total Stockholders’ Equity | 361,065 | 369,857 |
Total Liabilities and Stockholders’ Equity | $ 517,400 | $ 530,177 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 16, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |
Common stock, shares issued (in shares) | 247,881,568 | 247,758,412 | |
Common stock, shares outstanding (In shares) | 247,881,568 | 247,758,412 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 356 | $ 0 |
Operating expense: | ||
Cost of revenue | 424 | 0 |
Research and development | 6,212 | 627 |
Selling, general, and administrative | 20,470 | 3,146 |
Total operating expenses | 27,106 | 3,773 |
Loss from operations | (26,750) | (3,773) |
Other income (expense): | ||
Change in fair value of private placement warrant liability | 1,523 | 0 |
Change in fair value of earnout liability | 3,241 | 0 |
Change in fair value of equity securities | 12,530 | 0 |
Foreign currency exchange loss and other expense | (1,057) | (28) |
Interest income (expense), net | 17 | (4,588) |
Total other income (expense) | 16,254 | (4,616) |
Net loss before income taxes | (10,496) | (8,389) |
Income tax expense | 526 | 0 |
Net loss | (11,022) | (8,389) |
Less: Net loss attributable to noncontrolling interest | (1,957) | (242) |
Net loss attributable to Hyzon | (9,065) | (8,147) |
Comprehensive loss: | ||
Net loss | (11,022) | (8,389) |
Foreign currency translation adjustment | 254 | (29) |
Comprehensive loss | (10,768) | (8,418) |
Less: Comprehensive loss attributable to noncontrolling interest | (1,816) | (233) |
Comprehensive loss attributable to Hyzon | $ (8,952) | $ (8,185) |
Net loss per share attributable to Hyzon: | ||
Basic (dollars per share) | $ (0.04) | $ (0.05) |
Diluted (dollars per share) | $ (0.04) | $ (0.05) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 247,940,000 | 166,201,000 |
Diluted (in shares) | 247,940,000 | 166,201,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common StockLegacy Common Stock | Common StockCommon Stock Class A | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Total Hyzon Motors Inc. Stockholders’ Equity (Deficit) | Noncontrolling Interest | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentCommon StockLegacy Common Stock | Cumulative Effect, Period of Adoption, AdjustmentCommon StockCommon Stock Class A | Cumulative Effect, Period of Adoption, AdjustmentAdditional Paid-in Capital | Cumulative Effect, Period of Adoption, AdjustmentRetained Earnings (Accumulated Deficit) | Cumulative Effect, Period of Adoption, AdjustmentAccumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, AdjustmentTotal Hyzon Motors Inc. Stockholders’ Equity (Deficit) | Cumulative Effect, Period of Adoption, AdjustmentNoncontrolling Interest |
Beginning Balance at Dec. 31, 2020 | $ 14,761 | $ 17 | $ 29,122 | $ (14,271) | $ (16) | $ 14,852 | $ (91) | $ 14,761 | $ 94 | $ 0 | $ 29,045 | $ (14,271) | $ (16) | $ 14,852 | $ (91) | |
Beginning Balance, shares at Dec. 31, 2020 | 166,125,000 | 93,750,000 | 0 | |||||||||||||
Retroactive application of recapitalization | $ (94) | $ 17 | ||||||||||||||
Retroactive application of recapitalization (in shares) | (93,750,000) | (166,125,000) | ||||||||||||||
Exercise of stock options | 187 | 187 | 187 | |||||||||||||
Exercise of stock options (in shares) | 115,189 | |||||||||||||||
Stock-based compensation | 290 | 290 | 290 | |||||||||||||
IP transaction - deemed distribution | (10,000) | (10,000) | (10,000) | |||||||||||||
Net loss attributable to Hyzon | (8,147) | (8,147) | (8,147) | |||||||||||||
Less: Net loss attributable to noncontrolling interest | (242) | (242) | ||||||||||||||
Foreign currency translation loss | (29) | (38) | (38) | 9 | ||||||||||||
Ending Balance at Mar. 31, 2021 | (3,180) | $ 0 | $ 17 | 19,599 | (22,418) | (54) | (2,856) | (324) | ||||||||
Ending Balance, shares at Mar. 31, 2021 | 0 | 166,240,189 | ||||||||||||||
Beginning Balance at Dec. 31, 2021 | 369,857 | $ 0 | $ 25 | 403,016 | (28,117) | 373 | 375,297 | (5,440) | ||||||||
Beginning Balance, shares at Dec. 31, 2021 | 0 | 247,758,412 | ||||||||||||||
Exercise of stock options | 34 | 34 | 34 | |||||||||||||
Exercise of stock options (in shares) | 30,008 | |||||||||||||||
Stock-based compensation | 2,133 | 2,133 | 2,133 | |||||||||||||
Vesting of RSUs (in shares) | 64,815 | |||||||||||||||
Net share settlement of equity awards | (160) | (160) | (160) | |||||||||||||
Common stock issued for the cashless exercise of warrants (in shares) | 28,333 | |||||||||||||||
Repurchase of warrants | (31) | (31) | (31) | |||||||||||||
Net loss attributable to Hyzon | (9,065) | (9,065) | (9,065) | |||||||||||||
Less: Net loss attributable to noncontrolling interest | (1,957) | (1,957) | ||||||||||||||
Foreign currency translation loss | 254 | 113 | 113 | 141 | ||||||||||||
Ending Balance at Mar. 31, 2022 | $ 361,065 | $ 0 | $ 25 | $ 404,992 | $ (37,182) | $ 486 | $ 368,321 | $ (7,256) | ||||||||
Ending Balance, shares at Mar. 31, 2022 | 0 | 247,881,568 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (11,022) | $ (8,389) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 912 | 129 |
Stock-based compensation | 2,133 | 290 |
Increase (Decrease) in Deferred Income Taxes | 526 | 0 |
Noncash interest expense | 0 | 4,500 |
Fair value adjustment of private placement warrant liability | (1,523) | 0 |
Fair value adjustment of earnout liability | (3,241) | 0 |
Fair value adjustment of value of equity securities | (12,530) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,839 | (191) |
Inventory | (6,864) | (626) |
Prepaid expenses and other current assets | (1,599) | (6,982) |
Other assets | (65) | 0 |
Accounts payable | (568) | 375 |
Accrued liabilities | 3,003 | 316 |
Related party payables, net | 8 | 811 |
Contract liabilities | (165) | 297 |
Other liabilities | (92) | 0 |
Net cash used in operating activities | (29,248) | (9,470) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (4,440) | (3,950) |
Advanced payments for capital expenditures | (387) | 0 |
Investment in equity securities | 0 | (123) |
Net cash used in investing activities | (4,827) | (4,073) |
Cash Flows from Financing Activities: | ||
Exercise of stock options | 34 | 187 |
Payment of finance lease liability | (86) | (38) |
Debt issuance costs | 0 | (59) |
Proceeds from issuance of convertible notes | 0 | 45,000 |
Net share settlement of incentive equity awards | (160) | |
Payment for purchase of Horizon IP | (3,146) | |
Repurchase of warrants | (31) | 0 |
Deferred transaction costs | 0 | (487) |
Net cash (used in) provided by financing activities | (3,389) | 44,603 |
Effect of exchange rate changes on cash | 300 | (26) |
Net change in cash and restricted cash | (37,164) | 31,034 |
Cash and restricted cash — Beginning | 449,365 | 17,139 |
Cash and restricted cash — Ending | 412,201 | 48,173 |
Supplemental schedule of non-cash investing activities and financing activities: | ||
Horizon license agreement payable | $ 0 | 10,000 |
Transaction costs included in accrued expenses | $ 2,978 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business and Basis of Presentation | Note 1. Nature of Business and Basis of Presentation Description of Business Hyzon Motors Inc. (“Hyzon” or the “Company”), headquartered in Honeoye Falls, New York, assembles and supplies hydrogen fuel cell-powered commercial vehicles across North America, Europe, China, and Australasia. In addition, Hyzon builds and fosters a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing, and financing. The Company is majority-owned by Hymas Pte. Ltd. (“Hymas”), a Singapore company, which is majority-owned but indirectly controlled by Horizon Fuel Cell Technologies PTE Ltd., a Singapore company (“Horizon”). Business Combination and Basis of Presentation The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”) regarding interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021. The Company’s unaudited consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including variable interest entity arrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods. On July 16, 2021 (the “Closing Date”), legacy Hyzon Motors Inc. and now named Hyzon Motors USA Inc., (“Legacy Hyzon”), consummated the transactions contemplated by the Business Combination Agreement and Plan of Reorganization (the “Business Combination”), dated February 8, 2021, with Decarbonization Plus Acquisition Corporation (“DCRB”) to effect a business combination between DCRB and Legacy Hyzon with DCRB Merger Sub Inc., a wholly owned subsidiary of DCRB, merging with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. On the Closing Date, DCRB changed its name to “Hyzon Motors Inc.” and Legacy Hyzon changed its name to “Hyzon Motors USA Inc.” The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, with no goodwill or other intangible assets recorded and the net assets of Legacy Hyzon consolidated with DCRB at historical cost. Under this method of accounting, DCRB is treated as the “acquired” company for financial reporting purposes. Accordingly, the equity structure has been retrospectively adjusted in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share issued to Legacy Hyzon's stockholders in connection with the reverse recapitalization. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Hyzon common stock prior to the Business Combination have been retroactively restated as shares reflecting an exchange ratio of 1.772 (the “Exchange Ratio”). Liquidity and Capital Resources The Company has incurred losses from operations since inception. The Company incurred net losses of $11.0 million and $8.4 million for the three months ended March 31, 2022 and 2021, respectively, and accumulated deficit amounted to $37.2 million and $28.1 million as of March 31, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $29.2 million and $9.5 million for the three months ended March 31, 2022 and 2021, respectively. On July 16, 2021, the Company received $512.9 million in cash, net of redemption and transaction costs as a result of the Business Combination. As of March 31, 2022, the Company has $407.3 million in unrestricted cash. Management expects that the Company’s cash, after taking consideration of the current projections of cash flow used in operating and investing activities, will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these unaudited consolidated financial statements. Based on the above considerations, the Company’s unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021. There have been no material changes to the significant accounting policies during the three-month period ended March 31, 2022. Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Accounting Standard Codification (“ASC”) 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company is in the process of assessing the impact of this guidance on its financial position, results of operations, or cash flow. The Company considers the applicability and impact of all ASUs. The Company assessed ASUs not listed above and determined that they either were not applicable or were not expected to have a material impact on the unaudited consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 3. Revenue For the three months ended March 31, 2022, the Company recognized $0.4 million in sales of fuel cell systems. The Company did not recognize any revenue for the three months ended March 31, 2021. Contract Balances Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within Contract liabilities in the unaudited Consolidated Balance Sheets. The carrying amount of contract liabilities included in the accompanying unaudited Consolidated Balance Sheets was $11.1 million and $11.2 million as of March 31, 2022, and December 31, 2021, respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): March 31, December 31, Raw materials $ 20,051 $ 15,727 Work in process 6,031 3,518 Total inventory $ 26,082 $ 19,245 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Deposit for fuel cell components (Note 14) $ 5,905 $ 5,008 Vehicle inventory deposits 10,068 7,907 Production equipment deposits 1,552 4,423 Other prepaids 5,142 2,477 Prepaid Insurance 2,744 5,079 VAT receivable from government 3,637 2,173 VAT receivable from customers 903 903 Total prepaid expenses and other current assets $ 29,951 $ 27,970 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, net | Note 6. Property, Plant, and Equipment, net Property, plant, and equipment, net consisted of the following (in thousands): March 31, December 31, 2021 Land and building $ 2,818 $ 2,818 Machinery and equipment 11,679 8,792 Software 1,176 596 Leasehold improvements 1,153 968 Construction in progress 2,693 1,828 Total Property, plant, and equipment 19,519 15,002 Less: Accumulated depreciation and amortization (1,270) (691) Property, plant and equipment, net $ 18,249 $ 14,311 |
Accrued liabilities
Accrued liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities Accrued liabilities consisted of the following (in thousands): March 31, December 31, Payroll and payroll related expenses $ 3,833 $ 2,247 Accrued professional fees 4,032 2,545 Other accrued expenses 1,169 1,234 Accrued liabilities $ 9,034 $ 6,026 |
Investments in Equity Securitie
Investments in Equity Securities | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Securities | Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer. Included in Change in fair value of equity securities in the unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2022 is a $12.5 million gain from the equity investment in Raven SR, LLC (“Raven”). The investment in Raven’s common shares and options were initially accounted for at cost of $2.5 million. Subsequently in March 2022, there was an observable change in price of Raven’s common shares. The change in observable price of Raven’s common shares also results in a remeasurement of the investment in Raven’s options as of the date that the observable transaction took place. The fair value of the investment in Raven’s common shares was determined based on observable market prices of identical instruments in less active markets and is classified accordingly as Level 2 in the fair value hierarchy. Due to certain anti-dilution rights included in the options held by the Company, the fair value was determined utilizing a Monte-Carlo simulation model. Accordingly, this was determined to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the transaction date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven. As of March 31, 2022, the Company determined the fair value of the investment in Raven’s common shares and options to be $6.5 million and $8.5 million, respectively. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): March 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 — Carrying amount, end of period $ 17,478 $ 4,948 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three months ended March 31, 2022, the Company recorded a net discrete tax expense of $0.5 million primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets. The Company did not record a provision for income taxes for the three months ended March 31, 2021 because the Company generated tax losses. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company assesses all available evidence, both positive and negative, to determine the amount of any required valuation allowance within each taxing jurisdiction. Full valuation allowances have been established for the Company’s operations in all jurisdictions. As of March 31, 2022, and December 31, 2021, the Company had net deferred tax assets of approximately $25.1 million and $21.9 million, respectively, each of which was fully offset by a valuation allowance. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in ASC Topic 820, Fair Value Measurement. For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of March 31, 2022, and December 31, 2021, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, and accrued and other current liabilities approximated their estimated fair value due to their relatively short maturities. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ — $ 13,705 $ — $ 13,705 Earnout shares liability — — 100,520 100,520 As of December 31, 2021 Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ 15,228 $ — $ — $ 15,228 Earnout shares liability — — 103,761 103,761 Private Placement Warrants Following the lapsing of certain transferability restrictions subsequent to the Business Combination, the features of the Private Placement Warrants became identical to the Public Warrants, except that so long as they are held by the sponsor of the Business Combination, the Private Placement Warrants are not redeemable by the Company. Due to these similarities, the estimated fair value of the Private Placement Warrants was equal to the fair value of the Public Warrants at March 31, 2022. Earnout to Common Stockholders The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides quantitative information regarding Level 3 fair value measurement inputs: March 31, December 31, 2021 Stock price $ 6.39 $ 6.49 Risk-free interest rate 2.4 % 1.2 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.29 4.54 The following table presents the changes in the liabilities for Private Placement Warrants and Earnout during the three months ended March 31, 2022 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2021 $ 15,228 $ 103,761 Change in estimated fair value (1,523) (3,241) Balance as of March 31, 2022 $ 13,705 $ 100,520 The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings The Company is subject to, and may become a party to, a variety of litigation, other claims, suits, indemnity demands, regulatory actions, and government investigations and inquiries in the ordinary course of business. The Company is party to current legal proceedings as discussed more fully below. Three related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current officers and directors and certain officers and directors of DCRB: (Kauffmann v. Hyzon Motors Inc., et al. (No. 21-cv-06612-CJS), Brennan v. Hyzon Motors Inc., et al. (No. 21-cv-06636- CJS), and Miller v. Hyzon Motors Inc. et al. (No. 21-cv-06695-CJS)), asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of the Company’s customer contracts, vehicle orders, and sales and earnings projections, based on allegations in a report released on September 28, 2021, by Blue Orca Capital, an investment firm that indicated that it held a short position in our stock and which has made numerous allegations about the Company. These lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Securities Litigation (Case No. 6:21-cv-06612-CJSMWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages. Between December 16, 2021 and January 14, 2022, three related shareholder derivative lawsuits were filed in the U.S. District Court for the Western District of New York: (Lee v. Anderson et al. (No. 21-cv-06744-CJS); Révész v. Anderson et al. (No. 22-cv-06012-CJS); and Shorab v. Anderson et al. (No. 22-cv-06023CJS)). On February 2, 2022, a similar shareholder derivative lawsuit was filed in the U.S. District Court for the District of Delaware (Yellets v. Gu et al. (No. 22-cv-00156), and on February 3, 2022, another similar shareholder derivative lawsuit was filed in the Supreme Court of the State of New York, Kings County (Ruddiman v. Anderson et al. (No. 503402/2022)). These lawsuits name as defendants the Company’s current directors and certain former directors of DCRB, along with the Company as a nominal defendant, and generally allege that the individual defendants breached their fiduciary duties by making or failing to prevent the misrepresentations alleged in the consolidated securities class action, and assert claims for violations of federal securities laws, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These lawsuits generally seek equitable relief and monetary damages. On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260- KSJM), was filed in the Delaware Court of Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling shareholders of DCRB’s sponsor breached their fiduciary duties in connection with the merger between DCRB and Legacy Hyzon. The complaint seeks equitable relief and monetary damages. Between January 26, 2022 and March 28, 2022, Hyzon received four demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. On January 12, 2022, the Company announced that it had received a subpoena from the SEC for production of documents and information, including documents and information related to the allegations made in the September 28, 2021 report issued by Blue Orca Capital. The Company is cooperating with the SEC. Regardless of outcome, such proceedings or claims can have an adverse impact on us because of legal defense and settlement costs, our obligations to indemnify third parties, diversion of resources, and other factors, and there can be no assurances that favorable outcomes will be obtained. Based on the early-stage nature of these cases, we cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans The following table summarizes the Company’s stock option and Restricted Stock Unit (“RSU”) activity: Stock Options RSUs Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (in 000s) Number of RSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 19,311,140 $ 1.29 13.07 100,885 1,852,685 $ 6.14 Granted 188,232 $ 6.29 — — 107,310 $ 5.22 Exercised or released (30,008) $ 1.13 — — (95,576) $ 3.53 Forfeited/Cancelled (38,984) $ 1.13 — — — $ — Outstanding at March 31, 2022 19,430,380 $ 1.30 12.78 99,280 1,864,419 $ 6.22 Vested and expected to vest, March 31, 2022 13,892,880 $ 1.15 12.39 73,271 1,864,419 $ 6.22 Exercisable and vested at March 31, 2022 12,116,476 $ 1.13 13.15 63,749 — As of March 31, 2022, there was $2.5 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 4.46 years. RSUs granted under the Company’s equity incentive plans typically vest over a four equity classified. The fair value of restricted shares is determined based upon the stock price on the date of grant. As of March 31, 2022, unrecognized compensation costs related to unvested RSUs of $9.6 million is expected to be recognized over a remaining weighted average period of 3.42 years. Earnout to Other Equity Holders |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2022 and December 31, 2021, there were 247,881,568 and 247,758,412 shares of Class A common stock issued and outstanding, respectively. Warrants As of March 31, 2022 and December 31, 2021, there were 11,286,242 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,300,742 warrants outstanding. Ardour Subscription Agreement As of March 31, 2022, and December 31, 2021, there were 230,048 and 293,087 Ardour Warrants outstanding, respectively. In the three months ended March 31, 2022, the Company issued 28,333 shares of common stock for the cashless exercise of certain Ardour Warrants. Equity Repurchase Program On November 17, 2021, the Company’s board of directors authorized the repurchase of up to $5.0 million of its outstanding common stock and/or Public Warrants. The timing and amount of any share repurchases under the Company’s share repurchase authorization will be determined by management based on market conditions and other considerations. Such repurchases may be executed in the open market. As of December 31, 2021, the Company had repurchased 256,977 public warrants for $0.5 million. In the three months ended March 31, 2022, the Company repurchased an additional 15,600 public warrants for $31 thousand. The Company suspended the share repurchase program as of January 5, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Horizon IP Agreement In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are affiliates of the Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10 million. As of March 31, 2022, the full $10 million has been paid, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022. Related Party Payables and Receivables Horizon Fuel Cell Technologies and Related Subsidiaries Hyzon utilizes Horizon to supply certain fuel cell components. In March 2021, the Company made a deposit payment to Horizon in the amount of $5.0 million to secure fuel cell components. This payment is included in prepaid expenses as none of the components have yet been received. In addition, the Company made other deposit payments to purchase fuel cell systems and components from Horizon and its affiliates. For the three months ended March 31, 2022, Cost of revenue of $0.1 million for fuel cell components purchased from Horizon and its affiliates were recorded in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Loss. Certain employees of Horizon and its affiliates provide services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $0.3 million and $0.1 million was recorded in the Company’s unaudited Consolidated Statements of Operations and Comprehensive Loss related to such services for the three months ended March 31, 2022, a nd 2021, respectively. The related party liability to Horizon and its affiliates is $0.6 million and $3.6 million as of March 31, 2022 and December 31, 2021, respectively. Holthausen and Affiliates The Company entered into a joint venture agreement in October 2020 to create Hyzon Motors Europe B.V. (“Hyzon Europe”) with Holthausen Clean Technology Investments B.V. (“Holthausen”). As Hyzon Europe builds out its production facilities, it relies on Holthausen and its affiliates for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, including Horizon. The Company currently owns 50.5% of the equity interests of Hyzon Europe. On December 31, 2021, Hyzon executed a non-binding Letter of Intent (“LOI”) with Holthausen to increase its stake to 75% in Hyzon Europe. Concurrent with the signing of this LOI, €1 million refundable deposit was paid to Holthausen, approximately $1.1 million in U.S. dollars (“USD”). This deposit is recorded in the unaudited Consolidated Balance Sheets in Prepaid expenses and other current assets. On May 5, 2022, the Company entered into a Stock Purchase Agreement (“SPA”) with Holthausen, whereby the Company agreed to purchase 735,000 shares Holthausen holds in Hyzon Europe. When the transaction closes, the Company will own 75% of the issued and outstanding shares of Hyzon Europe, and Holthausen will own 25%. As part of the SPA, Holthausen agreed to transfer to Hyzon Europe all of its shares of stock in Holthausen Clean Technology B.V, private limited liability company registered in the Netherlands. The Company agreed to a total purchase price of €27.0 million, approximately $28.5 million in USD, in a combination of cash and equity of the Company. For the three months ended March 31, 2022, the Company paid $0.1 million in director services to Carl Holthausen and Max Holthausen as executives of Hyzon Europe. As of March 31, 2022 and December 31, 2021, the Company has a net related party receivable in the amount of $0.4 million and $0.3 million, respectively from Holthausen. |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per share | Loss per share The following table presents the information used in the calculation of our basic and diluted loss per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended 2022 2021 Net loss attributable to Hyzon $ (9,065) $ (8,147) Weighted average shares outstanding: Basic 247,940 166,201 Effect of dilutive securities — — Diluted 247,940 166,201 Loss per share attributable to Hyzon: Basic $ (0.04) $ (0.05) Diluted $ (0.04) $ (0.05) The weighted average number of shares outstanding prior to Business Combination were converted at the Exchange Ratio. Potentially dilutive shares are excluded from the computation of diluted net loss when their effect was antidilutive. The following outstanding common stock equivalents (in thousands) were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended 2022 2021 Restricted stock units 1,864 872 Stock options with service conditions 12,121 12,525 Stock options for former CTO 1,772 1,772 Stock options with market and performance conditions 5,538 5,538 Private placement warrants 8,015 — Public Warrants 11,286 — Earnout shares 23,250 — Hongyun warrants 31 — Ardour warrants 230 326 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”) regarding interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2021. The Company’s unaudited consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including variable interest entity arrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Accounting Standard Codification (“ASC”) 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The Company is in the process of assessing the impact of this guidance on its financial position, results of operations, or cash flow. The Company considers the applicability and impact of all ASUs. The Company assessed ASUs not listed above and determined that they either were not applicable or were not expected to have a material impact on the unaudited consolidated financial statements. |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consisted of the following (in thousands): March 31, December 31, Raw materials $ 20,051 $ 15,727 Work in process 6,031 3,518 Total inventory $ 26,082 $ 19,245 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Deposit for fuel cell components (Note 14) $ 5,905 $ 5,008 Vehicle inventory deposits 10,068 7,907 Production equipment deposits 1,552 4,423 Other prepaids 5,142 2,477 Prepaid Insurance 2,744 5,079 VAT receivable from government 3,637 2,173 VAT receivable from customers 903 903 Total prepaid expenses and other current assets $ 29,951 $ 27,970 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment, net consisted of the following (in thousands): March 31, December 31, 2021 Land and building $ 2,818 $ 2,818 Machinery and equipment 11,679 8,792 Software 1,176 596 Leasehold improvements 1,153 968 Construction in progress 2,693 1,828 Total Property, plant, and equipment 19,519 15,002 Less: Accumulated depreciation and amortization (1,270) (691) Property, plant and equipment, net $ 18,249 $ 14,311 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, Payroll and payroll related expenses $ 3,833 $ 2,247 Accrued professional fees 4,032 2,545 Other accrued expenses 1,169 1,234 Accrued liabilities $ 9,034 $ 6,026 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Total carrying value of held securities | The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): March 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 — Carrying amount, end of period $ 17,478 $ 4,948 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ — $ 13,705 $ — $ 13,705 Earnout shares liability — — 100,520 100,520 As of December 31, 2021 Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ 15,228 $ — $ — $ 15,228 Earnout shares liability — — 103,761 103,761 |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: March 31, December 31, 2021 Stock price $ 6.39 $ 6.49 Risk-free interest rate 2.4 % 1.2 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.29 4.54 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in the liabilities for Private Placement Warrants and Earnout during the three months ended March 31, 2022 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2021 $ 15,228 $ 103,761 Change in estimated fair value (1,523) (3,241) Balance as of March 31, 2022 $ 13,705 $ 100,520 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option and RSU activity | The following table summarizes the Company’s stock option and Restricted Stock Unit (“RSU”) activity: Stock Options RSUs Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (in 000s) Number of RSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2021 19,311,140 $ 1.29 13.07 100,885 1,852,685 $ 6.14 Granted 188,232 $ 6.29 — — 107,310 $ 5.22 Exercised or released (30,008) $ 1.13 — — (95,576) $ 3.53 Forfeited/Cancelled (38,984) $ 1.13 — — — $ — Outstanding at March 31, 2022 19,430,380 $ 1.30 12.78 99,280 1,864,419 $ 6.22 Vested and expected to vest, March 31, 2022 13,892,880 $ 1.15 12.39 73,271 1,864,419 $ 6.22 Exercisable and vested at March 31, 2022 12,116,476 $ 1.13 13.15 63,749 — |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the information used in the calculation of our basic and diluted loss per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended 2022 2021 Net loss attributable to Hyzon $ (9,065) $ (8,147) Weighted average shares outstanding: Basic 247,940 166,201 Effect of dilutive securities — — Diluted 247,940 166,201 Loss per share attributable to Hyzon: Basic $ (0.04) $ (0.05) Diluted $ (0.04) $ (0.05) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding common stock equivalents (in thousands) were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive. Three Months Ended 2022 2021 Restricted stock units 1,864 872 Stock options with service conditions 12,121 12,525 Stock options for former CTO 1,772 1,772 Stock options with market and performance conditions 5,538 5,538 Private placement warrants 8,015 — Public Warrants 11,286 — Earnout shares 23,250 — Hongyun warrants 31 — Ardour warrants 230 326 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Detail) $ / shares in Units, $ in Thousands | Jul. 16, 2021USD ($)$ / shares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares |
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Net loss | $ (11,022) | $ (8,389) | ||
Accumulated deficit | (37,182) | $ (28,117) | ||
Cash flows used in operating activities | (29,248) | $ (9,470) | ||
Unrestricted cash | $ 407,333 | $ 445,146 | ||
Legacy Hyzon | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Cash received in transaction net of redemption and transaction costs | $ 512,900 | |||
Legacy Hyzon | Common Stock Class A | ||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||
Stockholders equity note, stock split, conversion ratio (in shares) | 1.772 |
Revenue (Detail)
Revenue (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 11.1 | $ 11.2 |
Remaining performance obligations | $ 22 | $ 22.4 |
Revenue, performance obligation, description of timing | The Company expects to recognize substantially all its remaining performance obligations as revenue over the next 12 months | |
Fuel | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 0.4 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,051 | $ 15,727 |
Work in process | 6,031 | 3,518 |
Total inventory | $ 26,082 | $ 19,245 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit for fuel cell components (Note 14) | $ 5,905 | $ 5,008 |
Vehicle inventory deposits | 10,068 | 7,907 |
Production equipment deposits | 1,552 | 4,423 |
Other prepaids | 5,142 | 2,477 |
Prepaid Insurance | 2,744 | 5,079 |
VAT receivable from government | 3,637 | 2,173 |
VAT receivable from customers | 903 | 903 |
Total prepaid expenses and other current assets | $ 29,951 | $ 27,970 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 19,519 | $ 15,002 |
Less: Accumulated depreciation and amortization | (1,270) | (691) |
Property, plant and equipment, net | 18,249 | 14,311 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,818 | 2,818 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 11,679 | 8,792 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 1,176 | 596 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 1,153 | 968 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 2,693 | $ 1,828 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 0.6 | $ 0.1 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Payroll and payroll related expenses | $ 3,833 | $ 2,247 |
Accrued professional fees | 4,032 | 2,545 |
Other accrued expenses | 1,169 | 1,234 |
Accrued liabilities | $ 9,034 | $ 6,026 |
Investments in Equity Securit_3
Investments in Equity Securities - Carrying Amount of Equity Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Total initial cost basis | $ 4,948 | $ 4,948 | ||
Adjustments: | ||||
Cumulative unrealized gain | $ 12,530 | 0 | ||
Investments in equity securities | 17,478 | $ 4,948 | ||
Change in fair value of equity securities | $ 12,530 | $ 0 |
Investments in Equity Securit_4
Investments in Equity Securities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Cumulative unrealized gain | $ 12,530 | $ 0 | |
Total initial cost basis | 4,948 | $ 4,948 | |
Investments in equity securities | 17,478 | 4,948 | |
Raven SR | |||
Schedule of Equity Method Investments [Line Items] | |||
Cumulative unrealized gain | 12,500 | ||
Total initial cost basis | $ 2,500 | ||
Raven SR | Common Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity securities | 6,500 | ||
Raven SR | Options Held | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity securities | $ 8,500 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax assets net | $ 25,100 | $ 21,900 | |
Income tax expense | 526 | $ 0 | |
Unrecognized tax benefit | 0 | 0 | |
Accrued interest and penalties | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | $ 100,520 | $ 103,761 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 100,520 | 103,761 |
Private Placements Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 13,705 | 15,228 |
Private Placements Warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 0 | 15,228 |
Private Placements Warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 13,705 | 0 |
Private Placements Warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) - Earnout shares liability | Mar. 31, 2022yr | Dec. 31, 2021 | Jul. 16, 2021yr |
Stock price | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 6.39 | 6.49 | |
Risk-free interest rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.024 | 0.012 | |
Volatility | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.9000 | 0.9000 | |
Remaining term (in years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and rights outstanding, measurement input | 4.29 | 4.54 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Earnout shares liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2021 | $ 103,761 |
Change in estimated fair value | (3,241) |
Balance as of March 31, 2022 | 100,520 |
Private placement warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2021 | 15,228 |
Change in estimated fair value | (1,523) |
Balance as of March 31, 2022 | $ 13,705 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - lawsuit | 1 Months Ended | 2 Months Ended | |
Jan. 14, 2022 | Mar. 28, 2022 | Nov. 15, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Number of class action lawsuits | 3 | ||
Number of shareholder lawsuits | 3 | ||
Number of demands for books and records | 4 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Summary of Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock options | ||
Number of Options | ||
Outstanding beginning balance (in shares) | 19,311,140 | |
Granted (in shares) | 188,232 | |
Exercised or released (in shares) | (30,008) | |
Forfeited/Cancelled (in shares) | (38,984) | |
Outstanding ending balance (in shares) | 19,430,380 | 19,311,140 |
Vested an expected to vest (in shares) | 13,892,880 | |
Exercisable and vested (in shares) | 12,116,476 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 1.29 | |
Granted (in dollars per share) | 6.29 | |
Exercised or released (in dollars per share) | 1.13 | |
Forfeited/Cancelled (in dollars per share) | 1.13 | |
Outstanding, ending balance (in dollars per share) | 1.30 | $ 1.29 |
Vested and expected to vest (in dollars per share) | 1.15 | |
Exercisable and vested (in dollars per share) | $ 1.13 | |
Weighted Average Remaining Contractual (Years) | ||
Outstanding, (in years) | 12 years 9 months 10 days | 13 years 25 days |
Vested and expected to vest (in years) | 12 years 4 months 20 days | |
Exercisable and vested (in years) | 13 years 1 month 24 days | |
Aggregate Intrinsic Value (in 000s) | ||
Outstanding, beginning balance | $ 100,885 | |
Outstanding, ending balance | 99,280 | $ 100,885 |
Vested and expected to vest | 73,271 | |
Exercisable and vested | $ 63,749 | |
Restricted stock units | ||
Number of RSUs | ||
Outstanding, beginning balance (in shares) | 1,864,419 | 1,852,685 |
Granted (in shares) | 107,310 | |
Exercised or released (in shares) | (95,576) | |
Outstanding, ending balance (in shares) | 1,864,419 | 1,852,685 |
Vested and expected to vest (in shares) | 1,864,419 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ 6.22 | $ 6.14 |
Granted (in dollars per share) | 5.22 | |
Exercised or released (in dollars per share) | 3.53 | |
Outstanding ending balance (in dollars per share) | 6.22 | $ 6.14 |
Vested and expected to vest (in dollars per share) | $ 6.22 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense related to earnout awards | $ 1 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to unvested stock options | $ 9.6 | |
Weighted average recognition period of stock-based compensation expense | 3 years 5 months 1 day | |
Restricted stock units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period for RSUs | 4 years | |
Restricted stock units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period for RSUs | 5 years | |
Performance and Market Based Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense related to earnout awards | $ 0 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to unvested stock options | $ 2.5 | |
Weighted average recognition period of stock-based compensation expense | 4 years 5 months 15 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Nov. 17, 2021 | Jul. 16, 2021 | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |||
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (in shares) | 247,881,568 | 247,758,412 | |||
Common stock, shares outstanding (In shares) | 247,881,568 | 247,758,412 | |||
Class of warrant or right, outstanding (in shares) | 19,300,742 | ||||
Amount authorized for repurchase | $ 5,000 | ||||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 11,286,242 | ||||
Public warrants repurchased (in shares) | 15,600 | 256,977 | |||
Cost of public warrants repurchased | $ 31 | $ 500 | |||
Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 8,014,500 | ||||
DCRB trust | Business Combination | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 230,048 | 293,087 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 400,000,000 | ||||
Common stock, par value (dollars per share) | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 247,881,568 | 247,758,412 | |||
Common stock, shares outstanding (In shares) | 247,881,568 | 247,758,412 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | May 05, 2022USD ($)shares | May 05, 2022EUR (€)shares | Feb. 28, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021EUR (€) | Sep. 30, 2021USD ($) |
Related Party Transaction [Line Items] | |||||||||
Compensation cost | $ 300,000 | $ 100,000 | |||||||
Related party liability | 600,000 | 3,600,000 | $ 600,000 | ||||||
Net related party receivable | 400,000 | $ 300,000 | 400,000 | ||||||
Intellectual Property | |||||||||
Related Party Transaction [Line Items] | |||||||||
Horizon IP agreement payable | $ 10,000,000 | ||||||||
Licensing Agreements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of intellectual property acquired | $ 3,100,000 | 6,900,000 | $ 10,000,000 | ||||||
Subsequent Event | Forecast | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Purchase price | $ 28,500,000 | € 27,000,000 | |||||||
Holthausen Clean Technology Investments B.V. | Subsequent Event | Forecast | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares purchased in transaction | shares | 735,000 | 735,000 | |||||||
Hyzon Europe | Holthausen Clean Technology Investments B.V. | Subsequent Event | Forecast | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percent owned by Holthausen | 25.00% | 25.00% | |||||||
Horizon Fuel Cell Technologies And Related Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fuel components purchased | $ 100,000 | ||||||||
Joint Venture Agreement | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage in equity method investment | 50.50% | 50.50% | |||||||
Executive Officer | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments to related party | $ 100,000 | ||||||||
Fuel Cell Technologies | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deposit payment | $ 5,000,000 | ||||||||
Letter Of Intent | Joint Venture Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Refundable deposit | $ 1,100,000 | € 1,000,000 | |||||||
Letter Of Intent | Joint Venture Agreement | Hyzon Motors, Inc. | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage in equity method investment after increase | 75.00% | 75.00% | |||||||
Letter Of Intent | Joint Venture Agreement | Hyzon Motors, Inc. | Subsequent Event | Forecast | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Ownership percentage in equity method investment after increase | 75.00% | 75.00% |
Loss per share - Schedule of Ea
Loss per share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Hyzon | $ (9,065) | $ (8,147) |
Weighted average shares outstanding: | ||
Basic (in shares) | 247,940,000 | 166,201,000 |
Effect of dilutive securities (in shares) | 0 | 0 |
Diluted (in shares) | 247,940,000 | 166,201,000 |
Loss per share attributable to Hyzon: | ||
Basic (dollars per share) | $ (0.04) | $ (0.05) |
Diluted (dollars per share) | $ (0.04) | $ (0.05) |
Loss per share - Schedule of An
Loss per share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,864,000 | 872,000 |
Stock options with service conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,121,000 | 12,525,000 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,538,000 | 5,538,000 |
Stock options | Former Chief Technology Officer | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,772,000 | 1,772,000 |
Warrant | Private placement warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 8,015,000 | 0 |
Warrant | Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,286,000 | 0 |
Warrant | Hongyun warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 31,000 | 0 |
Warrant | Ardour warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 230,000 | 326,000 |
Earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250,000 | 0 |