Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 | No | |
Entity Interactive Data Current | No | |
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 | 244,561,073 | |
Entity Central Index Key | 0001716583 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 70,602 | $ 445,146 |
Short-term investments | 239,648 | 0 |
Accounts receivable | 48 | 2,956 |
Related party receivable | 64 | 264 |
Inventory | 39,825 | 20,927 |
Prepaid expenses and other current assets | 24,070 | 26,852 |
Total current assets | 374,257 | 496,145 |
Property, plant, and equipment, net | 24,869 | 14,346 |
Right-of-use assets | 9,250 | 10,265 |
Investments in equity securities | 15,030 | 4,948 |
Other assets | 7,690 | 4,575 |
Total Assets | 431,096 | 530,279 |
Current liabilities | ||
Accounts payable | 8,033 | 7,980 |
Accrued liabilities | 18,586 | 6,770 |
Related party payables | 399 | 3,695 |
Contract liabilities | 784 | 10,925 |
Current portion of lease liabilities | 2,212 | 1,886 |
Total current liabilities | 30,014 | 31,256 |
Long term liabilities | ||
Lease liabilities | 7,585 | 8,830 |
Private placement warrant liability | 1,843 | 15,228 |
Earnout liability | 16,390 | 103,761 |
Deferred income taxes | 526 | 0 |
Other liabilities | 5,774 | 1,139 |
Total liabilities | 62,132 | 160,214 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 248,153,362 and 247,758,412 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively. | 25 | 25 |
Additional paid-in capital | 404,436 | 400,826 |
Accumulated deficit | (15,731) | (26,412) |
Accumulated other comprehensive (loss) income | (300) | 378 |
Total Hyzon Motors Inc. stockholders’ equity | 388,430 | 374,817 |
Noncontrolling interest | (19,466) | (4,752) |
Total Stockholders’ Equity | 368,964 | 370,065 |
Total Liabilities and Stockholders’ Equity | $ 431,096 | $ 530,279 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 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) | 248,153,362 | 247,758,412 | |
Common stock, shares outstanding (In shares) | 248,153,362 | 247,758,412 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 5 | $ 89 | $ 2,939 | $ 89 |
Operating expense: | ||||
Cost of revenue | 8,203 | 204 | 10,226 | 204 |
Research and development | 9,241 | 3,982 | 26,660 | 8,081 |
Selling, general, and administrative | 36,103 | 42,661 | 75,920 | 51,607 |
Total operating expenses | 53,547 | 46,847 | 112,806 | 59,892 |
Loss from operations | (53,542) | (46,758) | (109,867) | (59,803) |
Other income (expense): | ||||
Change in fair value of private placement warrant liability | 3,447 | 7,614 | 13,385 | 7,614 |
Change in fair value of earnout liability | 18,034 | 73,359 | 87,371 | 73,359 |
Gain (loss) on equity securities | 0 | 0 | 10,082 | 0 |
Foreign currency exchange loss and other income | (3,871) | (116) | (6,475) | (175) |
Interest income (expense), net | 279 | (254) | 350 | (5,249) |
Total other income (expense) | 17,889 | 80,603 | 104,713 | 75,549 |
Net income (loss) before income taxes | (35,653) | 33,845 | (5,154) | 15,746 |
Income tax expense | 0 | 0 | 526 | 0 |
Net income (loss) | (35,653) | 33,845 | (5,680) | 15,746 |
Less: Net loss attributable to noncontrolling interest | (10,858) | (776) | (16,361) | (1,307) |
Net income (loss) attributable to Hyzon | (24,795) | 34,621 | 10,681 | 17,053 |
Comprehensive income (loss): | ||||
Net income (loss) | (35,653) | 33,845 | (5,680) | 15,746 |
Foreign currency translation adjustment | 862 | (187) | 838 | (273) |
Debt Securities, Available-for-Sale, Unrealized Loss | 131 | 0 | 131 | 0 |
Comprehensive income (loss) | (34,660) | 33,658 | (4,711) | 15,473 |
Less: Comprehensive loss attributable to noncontrolling interest | (9,705) | (749) | (14,714) | (1,269) |
Comprehensive income (loss) attributable to Hyzon | $ (24,955) | $ 34,407 | $ 10,003 | $ 16,742 |
Net income (loss) per share attributable to Hyzon: | ||||
Basic (dollars per share) | $ (0.10) | $ 0.15 | $ 0.04 | $ 0.09 |
Diluted (dollars per share) | $ (0.10) | $ 0.14 | $ 0.04 | $ 0.08 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 248,164,000 | 234,091,000 | 248,054,000 | 189,101,000 |
Diluted (in shares) | 248,164,000 | 246,480,000 | 257,828,000 | 200,984,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Legacy Common Stock | Legacy Common Stock Previously Reported | Legacy Common Stock Revision of Prior Period, Adjustment | Common Stock Legacy Common Stock | Common Stock Legacy Common Stock Previously Reported | Common Stock Legacy Common Stock Revision of Prior Period, Adjustment | Common Stock Common Stock Class A | Common Stock Common Stock Class A Previously Reported | Common Stock Common Stock Class A Revision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Additional Paid-in Capital Revision of Prior Period, Adjustment | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Previously Reported | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Previously Reported | Total Hyzon Motors Inc. Stockholders’ Equity (Deficit) | Total Hyzon Motors Inc. Stockholders’ Equity (Deficit) Previously Reported | Noncontrolling Interest | Noncontrolling Interest Previously Reported |
Legacy Common Stock outstanding, beginning balance (in shares) at Dec. 31, 2020 | 0 | 93,750,000 | (93,750,000) | |||||||||||||||||||
Legacy Common Stock Outstanding, beginning balance at Dec. 31, 2020 | $ 0 | $ 94 | $ (94) | |||||||||||||||||||
Legacy Common Stock outstanding, ending balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||||||||||||
Legacy Common Stock Outstanding, ending balance at Jun. 30, 2021 | 0 | |||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 166,125,000 | 0 | 166,125,000 | |||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | $ 14,761 | $ 14,761 | $ 17 | $ 0 | $ 17 | $ 29,122 | $ 29,045 | $ 77 | $ (14,271) | $ (14,271) | $ (16) | $ (16) | $ 14,852 | $ 14,852 | $ (91) | $ (91) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Exercise of stock options (in shares) | 132,900 | |||||||||||||||||||||
Exercise of stock options | 190 | 190 | 190 | |||||||||||||||||||
Stock-based compensation | 816 | 816 | 816 | |||||||||||||||||||
IP transaction - deemed distribution | (10,000) | (10,000) | (10,000) | |||||||||||||||||||
Net income attributable to Hyzon | (17,568) | (17,568) | (17,568) | |||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (531) | (531) | ||||||||||||||||||||
Foreign currency translation income (loss) | (68) | (79) | (79) | 11 | ||||||||||||||||||
Ending Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 166,257,900 | |||||||||||||||||||||
Legacy Common Stock outstanding, beginning balance (in shares) at Dec. 31, 2020 | 0 | 93,750,000 | (93,750,000) | |||||||||||||||||||
Legacy Common Stock Outstanding, beginning balance at Dec. 31, 2020 | 0 | $ 94 | $ (94) | |||||||||||||||||||
Legacy Common Stock outstanding, ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||
Legacy Common Stock Outstanding, ending balance at Sep. 30, 2021 | 0 | |||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 166,125,000 | 0 | 166,125,000 | |||||||||||||||||||
Beginning Balance at Dec. 31, 2020 | 14,761 | $ 14,761 | $ 17 | $ 0 | $ 17 | 29,122 | $ 29,045 | $ 77 | (14,271) | $ (14,271) | (16) | $ (16) | 14,852 | $ 14,852 | (91) | $ (91) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income attributable to Hyzon | 17,053 | |||||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (1,307) | |||||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 401,141 | $ 25 | 400,021 | 2,782 | (327) | 402,501 | (1,360) | |||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 247,500,505 | |||||||||||||||||||||
Legacy Common Stock outstanding, beginning balance (in shares) at Jun. 30, 2021 | 0 | |||||||||||||||||||||
Legacy Common Stock Outstanding, beginning balance at Jun. 30, 2021 | 0 | |||||||||||||||||||||
Legacy Common Stock outstanding, ending balance (in shares) at Sep. 30, 2021 | 0 | |||||||||||||||||||||
Legacy Common Stock Outstanding, ending balance at Sep. 30, 2021 | $ 0 | |||||||||||||||||||||
Beginning Balance (in shares) at Jun. 30, 2021 | 166,257,900 | |||||||||||||||||||||
Beginning Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Exercise of stock options (in shares) | 221,500 | |||||||||||||||||||||
Exercise of stock options | 250 | 250 | 250 | |||||||||||||||||||
Common stock issued, shares (in shares) | 7,234,006 | |||||||||||||||||||||
Stock-based compensation | 28,146 | 28,146 | 28,146 | |||||||||||||||||||
Vesting of RSUs (in shares) | 284,796 | |||||||||||||||||||||
Net income attributable to Hyzon | 34,621 | 34,621 | 34,621 | |||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (776) | (776) | ||||||||||||||||||||
Foreign currency translation income (loss) | (205) | (232) | (232) | 27 | ||||||||||||||||||
Ending Balance at Sep. 30, 2021 | 401,141 | $ 25 | 400,021 | 2,782 | (327) | 402,501 | (1,360) | |||||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 247,500,505 | |||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Reverse Recapitalization Of Shares, Value | 351,505 | $ 7 | 351,498 | 351,505 | ||||||||||||||||||
Reverse Recapitalization Of Shares | 73,502,303 | |||||||||||||||||||||
Common stock issued, value | $ 1 | (1) | ||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 247,758,412 | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 370,065 | $ 0 | $ 25 | 400,826 | (26,412) | 378 | 374,817 | (4,752) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Exercise of stock options (in shares) | 35,324 | |||||||||||||||||||||
Exercise of stock options | 40 | 40 | 40 | |||||||||||||||||||
Stock-based compensation | 3,052 | 3,052 | 3,052 | |||||||||||||||||||
Vesting of RSUs (in shares) | 168,772 | |||||||||||||||||||||
Net share settlement of equity awards | (463) | (463) | (463) | |||||||||||||||||||
Common stock issued for the cashless exercise of warrants (in shares) | 44,349 | |||||||||||||||||||||
Repurchase of warrants | (31) | (31) | (31) | |||||||||||||||||||
Net income attributable to Hyzon | 35,476 | 35,476 | 35,476 | |||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (5,503) | (5,503) | ||||||||||||||||||||
Foreign currency translation income (loss) | (24) | (518) | (518) | 494 | ||||||||||||||||||
Ending Balance at Jun. 30, 2022 | 402,612 | $ 0 | $ 25 | 403,424 | 9,064 | (140) | 412,373 | (9,761) | ||||||||||||||
Ending Balance (in shares) at Jun. 30, 2022 | 0 | 248,006,857 | ||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 0 | 247,758,412 | ||||||||||||||||||||
Beginning Balance at Dec. 31, 2021 | 370,065 | $ 0 | $ 25 | 400,826 | (26,412) | 378 | 374,817 | (4,752) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income attributable to Hyzon | 10,681 | |||||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (16,361) | |||||||||||||||||||||
Ending Balance at Sep. 30, 2022 | 368,964 | $ 0 | $ 25 | 404,436 | (15,731) | (300) | 388,430 | (19,466) | ||||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 0 | 248,153,362 | ||||||||||||||||||||
Beginning Balance (in shares) at Jun. 30, 2022 | 0 | 248,006,857 | ||||||||||||||||||||
Beginning Balance at Jun. 30, 2022 | 402,612 | $ 0 | $ 25 | 403,424 | 9,064 | (140) | 412,373 | (9,761) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Exercise of stock options (in shares) | 3,544 | |||||||||||||||||||||
Exercise of stock options | 4 | 4 | 4 | |||||||||||||||||||
Stock-based compensation | 1,063 | 1,063 | 1,063 | |||||||||||||||||||
Vesting of RSUs (in shares) | 133,980 | |||||||||||||||||||||
Net share settlement of equity awards | (55) | (55) | (55) | |||||||||||||||||||
Common stock issued for the cashless exercise of warrants (in shares) | 8,981 | |||||||||||||||||||||
Repurchase of warrants | 131 | 131 | 131 | |||||||||||||||||||
Net income attributable to Hyzon | (24,795) | (24,795) | (24,795) | |||||||||||||||||||
Less: Net loss attributable to noncontrolling interest | (10,858) | (10,858) | ||||||||||||||||||||
Foreign currency translation income (loss) | 862 | (291) | (291) | 1,153 | ||||||||||||||||||
Ending Balance at Sep. 30, 2022 | $ 368,964 | $ 0 | $ 25 | $ 404,436 | $ (15,731) | $ (300) | $ 388,430 | $ (19,466) | ||||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 0 | 248,153,362 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (5,680) | $ 15,746 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,445 | 671 |
Stock-based compensation | 4,115 | 29,023 |
Loss on extinguishment of convertible notes | 0 | 107 |
Deferred income tax expense | 526 | 0 |
Accretion of discount on available-for-sale securities | (185) | 0 |
Noncash interest expense | 0 | 5,449 |
Fair value adjustment of private placement warrant liability | (13,385) | (7,614) |
Change in fair value of earnout liability | (87,371) | (73,359) |
(Gain) loss on equity securities | (10,082) | 0 |
Equity method investment loss | 72 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,676 | (5,712) |
Inventory | (16,776) | (12,008) |
Prepaid expenses and other current assets | 1,621 | (19,638) |
Other assets | (383) | (150) |
Accounts payable | 289 | 3,371 |
Accrued liabilities | 11,678 | 3,082 |
Related party payables, net | 31 | 3,821 |
Contract liabilities | (5,053) | 4,845 |
Other liabilities | (756) | 124 |
Net cash used in operating activities | (116,218) | (52,242) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (11,320) | (8,810) |
Advanced payments for capital expenditures | 0 | (3,999) |
Purchases of short-term investments | (313,032) | 0 |
Proceeds from maturities of short-term investments | 73,700 | 0 |
Investment in equity securities | 0 | (4,826) |
Net cash used in investing activities | (250,652) | (17,635) |
Cash Flows from Financing Activities: | ||
Proceeds from Business Combination, net of redemption and transaction costs | 0 | 508,993 |
Exercise of stock options | 44 | 440 |
Payment of finance lease liability | (294) | (135) |
Debt issuance costs | 0 | (133) |
Proceeds from issuance of convertible notes | 0 | 45,000 |
Net share settlement of equity awards | 517 | |
Payment under Horizon IP agreement | (3,146) | |
Repurchase of warrants | (31) | 0 |
Net cash (used in) provided by financing activities | (3,944) | 554,165 |
Effect of exchange rate changes on cash | (967) | (853) |
Net change in cash, cash equivalents, and restricted cash | (371,781) | 483,435 |
Cash, cash equivalents, and restricted cash — Beginning | 449,365 | 17,139 |
Cash, cash equivalents, and restricted cash — Ending | 77,584 | 500,574 |
Lease assets obtained in exchange for lease obligations: | ||
Operating leases | 0 | 6,803 |
Finance leases | 0 | 0 |
Conversion of Legacy Hyzon common stock | 0 | 73 |
Recognition of earnout liability in Business Combination | 0 | 188,373 |
Recognition of private placement warrant liability in Business Combination | 0 | 19,395 |
Horizon license agreement payable | 0 | 10,000 |
Conversion of convertible notes for common stock | $ 0 | $ 50,198 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Description of Business Hyzon Motors Inc. (“Hyzon” or the “Company”), headquartered in Honeoye Falls, New York, is commercializing its proprietary heavy-duty fuel cell technology through manufacturing and retrofitting heavy-duty hydrogen fuel cell electric vehicles (“FCEVs”) in the United States, Europe, and Australia. 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 interim 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 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 interim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s amended Annual Report filed on Form 10-K/A for the year ended December 31, 2021. The Company’s unaudited interim 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 interim 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 The Company incurred net losses of $35.7 million and $5.7 million for the three and nine months ended September 30, 2022, respectively. The Company generated net income of $33.8 million and $15.7 million for the three and nine months ended September 30, 2021, respectively. Accumulated deficit amounted to $15.7 million and $26.4 million as of September 30, 2022 and December 31, 2021, respectively. Net cash used in operating activities was $116.2 million and $52.2 million for the nine months ended September 30, 2022 and 2021, respectively. On July 16, 2021, the Company received $509.0 million in cash, net of redemption and transaction costs as a result of the Business Combination. As of September 30, 2022, the Company has $70.6 million in unrestricted cash and cash equivalents, $239.6 million in short-term investments and $7.0 million in restricted cash. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, corporate credit cards, and other contractual arrangements. The Company’s restricted cash is included within Other assets in the unaudited interim Consolidated Balance Sheets. As an early stage growth company, the Company expects to continue to incur net losses in the near term. As the Company commenced its internal restructuring effort in 2022, the primary focuses are the advancement of its proprietary fuel cell technology and development and commercialization of single heavy duty commercial vehicle platform in each region by leveraging third party contracted manufacturers. Until the Company can generate sufficient revenue from product sales, retrofit services or lease arrangements to cover operating expenses, working capital and capital expenditures, the Company will need to raise additional capital. The Company expects to fund cash needs through a combination of equity and debt financing, including lease securitization, strategic collaborations, and licensing arrangements. If the Company cannot raise additional funds when needed, our financial condition, business, prospects, and results of operations could be materially adversely affected. These financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These financial statements do not include any adjustments that may result from the outcome of this uncertainty. As of the date of this Quarterly Report on Form 10-Q, management believes that the Company’s existing financial resources will be sufficient to execute its operating priorities for the next 12 months following the issuance date of these unaudited interim financial statements. As of March 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $210 million. 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. Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes. Material Transactions Orten Business Combination Cancellation In June 2022, the Company entered into an agreement with the intention of acquiring 100% of outstanding ownership in Orten Betriebs GmbH and subsidiaries, and Orten Electric Trucks GmbH (collectively “Orten”). Subsequently, in September 2022, the Company terminated the agreement. As a result of the termination, the Company transferred consideration of €8.5 million (approximately $8.4 million in USD) to Orten consisting of €6.1 million (approximately $6.1 million in USD) in cash and €2.4 million (approximately $2.3 million in USD) in vehicle inventory. The amount of consideration transferred is included within Selling, general and administrative expense in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 3. Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s amended Annual Report filed on Form 10-K/A for the year ended December 31, 2021. Except for the policies noted below, there have been no material changes to the significant accounting policies for the nine months ended September 30, 2022. Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash with original maturities of three months or less. Due to their short-term nature, the amortized cost of the Company’s cash equivalents approximate fair value. As of September 30, 2022, cash equivalents consisted of commercial paper, certificates of deposit and money market funds totaling $40.6 million. The Company did not have any cash equivalents as of December 31, 2021. Short-term Investments The Company has short-term investments in marketable debt securities with an original maturity of greater than three months, but less than one year. These securities include certificates of deposit, commercial paper, corporate debt, foreign government bonds, and U.S. Treasury bills. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. The Company’s marketable debt securities have been classified and accounted for as available-for-sale (“AFS”) marketable securities in accordance with ASC 326, Financial Instruments - Credit Losses . AFS securities are recorded at fair value as of each balance sheet date, with unrealized gains or losses included in Accumulated other comprehensive income (loss) and as a component of the Consolidated Statements of Operations and Comprehensive Income (Loss). Gains and losses as a result of sales or maturity of securities are reclassified from previously unrealized gains and losses on short-term investments in Accumulated other comprehensive income (loss) to Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company recognized negligible revenue and $2.9 million in sales of hydrogen fuel cell systems in the United States, and sales of FCEVs in China, and retrofit services in Europe for the three and nine months ended September 30, 2022, respectively. The Company recognized revenue of $0.1 million for the three and nine months ended September 30, 2021. In accordance with ASC 606, the Company is required to evaluate customers’ ability and intent to pay substantially all of the consideration to which the Company is entitled in exchange for the vehicles transferred to the customer, i.e., collectability of contracts with customers. The Company’s customers in China are special purpose entities established in response to China’s national hydrogen fuel cell vehicle pilot program. While in the Company’s estimation the customers have strong business plans and management teams, in consideration of the customers’ limited operating history and extended payment terms in their contracts, the Company determined the collectability criterion is not met with respect to contract existence under ASC 606 for either customer, and therefore, an alternative method of revenue recognition has been applied to each arrangement. The $2.5 million of revenue recognized from sales of FCEVs in China related to the delivery of 62 FCEVS in the nine months ended September 30, 2022. This amount is equal to the remaining consideration received after satisfying local government VAT obligations, as such amounts are non-refundable and the Company has transferred control of the 62 FCEVs to which the consideration relates and has stopped transferring goods or services to the customer. During the three months ended September 30, 2022, the Company delivered 20 additional FCEVs to a different customer, however, no amounts were recognized as revenue as the consideration received was less than the amounts paid to satisfy local government VAT obligations. The Company will continue to monitor the customers and evaluate the collectability criterion as of each reporting period. The total cost of the 62 FCEVs delivered was recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss in 2021 since control of such FCEVs was transferred to the customer prior to December 31, 2021. The total cost of $2.9 million related to the additional 20 FCEVs was recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Income (Loss) during the three months ended September 30, 2022 since control of such FCEVs was transferred at the time of delivery. 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. The current portion of contract liabilities is recorded within Contract liabilities in the Consolidated Balance Sheets and totaled $0.8 million and $10.9 million as of September 30, 2022 and December 31, 2021, respectively. The long-term portion of contract liabilities is recorded within Other liabilities in the Consolidated Balance Sheets and totaled $5.6 million and $1.0 million as of September 30, 2022 and December 31, 2021, respectively. As part of efforts to exit certain customer contracts, the Company refunded $0.1 million in the fourth quarter of 2022. Remaining Performance Obligations |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 26,434 $ 16,099 Work in process 13,391 4,828 Total inventory $ 39,825 $ 20,927 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, Deposit for fuel cell components (Note 15) $ 6,017 $ 5,008 Vehicle inventory deposits 6,638 10,171 Production equipment deposits 242 1,169 Other prepaid expenses 4,673 3,266 Prepaid insurance 4,345 5,079 VAT receivable from government 2,155 2,159 Total prepaid expenses and other current assets $ 24,070 $ 26,852 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, net | Property, Plant, and Equipment, net Property, plant, and equipment, net consisted of the following (in thousands): September 30, December 31, Land and building $ 2,818 $ 2,818 Machinery and equipment 16,197 8,827 Software 2,071 507 Leasehold improvements 1,356 746 Construction in progress 5,081 2,139 Total Property, plant, and equipment 27,523 15,037 Less: Accumulated depreciation and amortization (2,654) (691) Property, plant and equipment, net $ 24,869 $ 14,346 |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | Accrued liabilities Accrued liabilities consisted of the following (in thousands): September 30, December 31, Payroll and payroll related expenses $ 3,904 $ 2,250 Accrued professional fees 5,325 2,450 Accrued product warranty costs 903 816 Accrued contract manufacturer costs 1,346 — Accrued contract termination costs (Note 12) 2,430 — Accrued Orten cancellation costs (Note 1) 1,617 — Accrued severance 475 — Other accrued expenses 2,586 1,254 Accrued liabilities $ 18,586 $ 6,770 |
Investments in Equity Securitie
Investments in Equity Securities | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment 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 or an impairment. Included in Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2022 is a $12.5 million gain related to the equity investment in Raven SR, Inc. (“Raven”). The investment in Raven’s common shares and options were initially accounted for at cost of $2.5 million. 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 period end in which the observable change in price occurred, 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. Additionally, included in Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2022 is a $2.4 million impairment loss related to the Company’s investment in Global NRG H2 Limited (“NRG”), a New Zealand corporation, equal to the initial cost basis. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in NRG does not have a readily determinable fair value and is measured at cost minus impairment, which requires the Company to evaluate on an ongoing basis whether an investment has been impaired based on qualitative factors. The Company impaired NRG due to the investee’s lack of progress in developing its plans and operating performance. There was no gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2022. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): September 30, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 — Cumulative impairment (2,448) — Carrying amount, end of period $ 15,030 $ 4,948 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss), which are included as adjustments to the carrying value of equity securities (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unrealized gain on equity securities $ — $ — $ 12,530 $ — Cumulative impairment — — (2,448) — Total unrealized gain and impairment on equity securities $ — $ — $ 10,082 $ — The following table summarizes the Company's short-term investments (in thousands): As of September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 105,097 $ 175 $ (87) $ 105,186 Commercial paper 47,197 105 — 47,302 Corporate debt securities 39,780 — (181) 39,598 Foreign government bonds 3,187 — — 3,187 U.S. Treasury bills 44,287 95 (7) 44,375 Total short-term investments $ 239,548 $ 375 $ (275) $ 239,648 |
Short-term Investments
Short-term Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | 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 or an impairment. Included in Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2022 is a $12.5 million gain related to the equity investment in Raven SR, Inc. (“Raven”). The investment in Raven’s common shares and options were initially accounted for at cost of $2.5 million. 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 period end in which the observable change in price occurred, 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. Additionally, included in Gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2022 is a $2.4 million impairment loss related to the Company’s investment in Global NRG H2 Limited (“NRG”), a New Zealand corporation, equal to the initial cost basis. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in NRG does not have a readily determinable fair value and is measured at cost minus impairment, which requires the Company to evaluate on an ongoing basis whether an investment has been impaired based on qualitative factors. The Company impaired NRG due to the investee’s lack of progress in developing its plans and operating performance. There was no gain (loss) on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2022. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): September 30, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 — Cumulative impairment (2,448) — Carrying amount, end of period $ 15,030 $ 4,948 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss), which are included as adjustments to the carrying value of equity securities (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unrealized gain on equity securities $ — $ — $ 12,530 $ — Cumulative impairment — — (2,448) — Total unrealized gain and impairment on equity securities $ — $ — $ 10,082 $ — The following table summarizes the Company's short-term investments (in thousands): As of September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 105,097 $ 175 $ (87) $ 105,186 Commercial paper 47,197 105 — 47,302 Corporate debt securities 39,780 — (181) 39,598 Foreign government bonds 3,187 — — 3,187 U.S. Treasury bills 44,287 95 (7) 44,375 Total short-term investments $ 239,548 $ 375 $ (275) $ 239,648 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the nine months ended September 30, 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 September 30, 2022, because the Company generated tax losses. The Company did not record a provision for income taxes for the three and nine months ended September 30, 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 September 30, 2022, and December 31, 2021, the Company had net deferred tax assets of approximately $43.2 million and $23.0 million, respectively, each of which was fully offset by a valuation allowance. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows the guidance in ASC 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 September 30, 2022, and December 31, 2021, the carrying amount of accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 16,330 $ 24,283 $ — $ 40,613 Short-term investments: Certificates of deposit — 105,186 — 105,186 Commercial paper — 47,302 — 47,302 Corporate debt securities — 39,598 — 39,598 Foreign government bonds — 3,187 — 3,187 U.S. Treasury bill 44,375 — — 44,375 Liabilities: Warrant liability – Private Placement Warrants $ — $ 1,843 $ — $ 1,843 Earnout shares liability — — 16,390 16,390 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability – Private Placement Warrants $ — $ 15,228 $ — $ 15,228 Earnout shares liability — — 103,761 103,761 Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash with original maturities of three months or less. As of September 30, 2022, the Company has $40.6 million invested in commercial paper, certificates of deposit and money market funds. The Company classifies its investments in commercial paper and certificates of deposit as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. Short-term Investments The Company’s short-term investments consist of high-quality, investment-grade marketable debt securities and are classified as available-for-sale. The Company classifies its investments in certificates of deposit, commercial paper, corporate debt securities, and foreign government bonds as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. 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: September 30, December 31, Stock price $ 1.70 $ 6.49 Risk-free interest rate 4.2 % 1.2 % Volatility 98.0 % 90.0 % Remaining term (in years) 3.79 4.54 The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the nine months ended September 30, 2022 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2021 $ 15,228 $ 103,761 Change in estimated fair value (13,385) (87,371) Balance as of September 30, 2022 $ 1,843 $ 16,390 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 | 9 Months Ended |
Sep. 30, 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 assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events, and the outcome of litigation is inherently uncertain. The Company accrues for matters when we believe that losses are probable and can be reasonably estimated. As of September 30, 2022, the Company accrued $2.4 million in Accrued liabilities in the unaudited interim Consolidated Balance Sheets. The Company did not record any accruals as of December 31, 2021. As the outcome of individual matters is not predictable with assurance, the assessments are based on the Company’s knowledge and information available at the time; thus, the ultimate outcome of any matter could require payment substantially in excess of the amount being accrued and/or disclosed. The Company is party to current legal proceedings as discussed more fully below. Shareholder Securities and Derivative Litigation 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 and former officers and directors and certain former 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 the Company’s 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-CJS-MWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages. The Company and individual defendants moved to dismiss the consolidated amended complaint on May 20, 2022, and the court-appointed lead plaintiff filed its opposition to the motion on July 19, 2022. The court-appointed lead plaintiff filed an amended complaint on March 21, 2022, and a second amended complaint on September 16, 2022. Briefing regarding the Company and individual defendants’ anticipated motion to dismiss the second amended complaint has been stayed pending a scheduled, non-binding mediation among the parties. There is no assurance that the mediation will proceed as scheduled, or that, if mediation occurs, any or all parties will reach a settlement. 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-06023-CJS)). These three lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Derivative Litigation (Case No. 6:21-cv-06744-CJS). 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)). On February 3, 2022, a 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)). On February 13, 2023, a similar shareholder derivative lawsuit was filed in the Delaware Court of Chancery (Kelley v. Knight et al. (C.A. No. 2023-0173)). These lawsuits name as defendants the Company’s current and former 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/or waste of corporate assets. These lawsuits generally seek equitable relief and monetary damages. With the exception of the recently filed action in the Delaware Court of Chancery, each of the shareholder derivative actions has been stayed or the parties have jointly requested that it be stayed pending a decision regarding the anticipated motion to dismiss in the consolidated securities class action. 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. On May 26, 2022, the defendants in this case moved to dismiss the complaint. On August 2, 2022, the plaintiff filed an amended complaint. Defendants filed a motion to dismiss the amended complaint on August 15, 2022. Between January 26, 2022 and August 22, 2022, Hyzon received demands for books and records pursuant to Section 220 of the Delaware General Corporation Law from four stockholders who state they are investigating whether to file similar derivative or stockholder lawsuits, among other purposes. On May 31, 2022, one of these four stockholders represented that he had concluded his investigation and did not intend to file a complaint. On November 18, 2022, a second of the four stockholders filed a lawsuit in the Delaware Court of Chancery (Abu Ghazaleh v. Decarbonization Plus Acquisition Sponsor, LLC et al. (C.A. No. 2022-1050)), which was voluntarily dismissed shortly thereafter on December 1, 2022. On February 13, 2023, a third of these four shareholders filed a derivative lawsuit in the Delaware Court of Chancery (Kelley v. Knight et al. (C.A. No. 2023-0173)). The complaint asserts claims for breach of fiduciary duty and generally alleges that the individual defendants breached their fiduciary duties by making or failing to prevent misrepresentations including those alleged in the consolidated securities class action and the report released by Blue Orca Capital. As with the previously filed shareholder derivative lawsuits, the complaint seeks equitable relief and monetary damages. On April 18, 2023, the Company received a demand for books and records pursuant to Section 220 of the Delaware General Corporation Law from a stockholder seeking to investigate possible breaches of fiduciary duty or other misconduct or wrongdoing by the Company's controlling stockholder, Hymas Pte. Ltd. ("Hymas"), Hyzon's board of directors (the "Board") and/or certain members of Hyzon's senior management team in connection with the Company's entrance into (i) an equity transfer agreement (the "Equity Transfer") with certain entities affiliated with the Company, and (ii) the share buyback agreement with the Hymas (the "Share Buyback" and, together with the Equity Transfer, the "Transactions") as reported by the Company in its Form 8-K filed on December 28, 2022. The above proceedings are subject to uncertainties inherent in the litigation process. The Company cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any at this time. Government Investigations On January 12, 2022, the Company 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 received two additional subpoenas in connection with the SEC’s investigation on August 5, 2022 and August 10, 2022. On October 31, 2022, the U.S. Attorney’s Office for the Southern District of New York (“SDNY”) notified the Company that it is also investigating these matters. The Company is cooperating and will continue to cooperate with these and any other regulatory or governmental investigations or inquiries. The Company cannot predict the ultimate outcome of the SEC and the SDNY investigations or inquiries. It is not possible to accurately predict at this time when matters will be completed, the final outcome as a result of those investigations or inquiries, what if any actions may be taken by the SEC or the SDNY, or the effect that such actions may have on our business, prospects, operating results and financial condition, which could be material. Customer and Supplier Dispute From time to time, the Company is subject to various commercial disputes or claims with its customers or suppliers. In January 2023, Duurzaam Transport B.V. and H2 Transport B.V., both private limited companies in the Netherlands and customers of the Company’s European subsidiary, Hyzon Motors Europe B.V. (“Hyzon Europe”), filed an attachment with the local Dutch court. The initial attachment claimed that Hyzon Europe was liable for liquidated and consequential damages stemming from Hyzon Europe allegedly not delivering trucks as contracted. The initial attachment placed a lien on the assets of Hyzon Europe. Following the attachments, Duurzaam Transport B.V. and H2 Transport B.V. initiated proceedings on the merits in February 2023. Eventually, the dispute was settled without any party admitting liability, and the Company made a payment of €2.1 million (approximately $2.0 million in USD) in April 2023, which was recorded in Accrued liabilities in the unaudited interim Consolidated Balance Sheets as of September 30, 2022. Regardless of outcome, such proceedings or claims can have an adverse impact on the Company because of legal defense and settlement costs, the Company’s 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, the Company cannot predict the outcome of these currently outstanding customer and supplier dispute matters or estimate the possible loss or range of possible loss, if any. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 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 539,292 $ 4.64 — — 1,260,408 $ 3.72 Exercised or released (38,868) $ 1.13 — — (468,778) $ 6.79 Forfeited/Cancelled (83,284) $ 1.13 — — (106,128) $ 5.15 Outstanding at September 30, 2022 19,728,280 $ 1.51 12.17 8,054 2,538,187 $ 4.86 Vested and expected to vest, September 30, 2022 14,190,780 $ 1.21 11.74 8,054 2,538,187 $ 4.86 Exercisable and vested at September 30, 2022 12,410,743 $ 1.13 12.54 7,091 — As of September 30, 2022, there was $2.7 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 3.5 years. RSUs granted under the Company’s equity incentive plans typically vest over a four Earnout to Other Equity Holders Earnout awards to other equity holders accounted for under ASC 718, Compensation - Stock Compensation |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021, there were 248,153,362 and 247,758,412 shares of Class A common stock issued and outstanding, respectively. Warrants At September 30, 2022, there were 11,013,665 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,028,165 warrants outstanding. At 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. At September 30, 2022, and December 31, 2021, there were 170,048 and 275,048 Ardour Warrants outstanding, respectively. 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 nine months ended September 30, 2022, the Company repurchased an additional 15,600 public warrants for $31 thousand. The Company repurchased a total of 272,577 public warrants and suspended the share repurchase program as of January 5, 2022. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 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 subsidiaries 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 $10.0 million. The full $10.0 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 The Company made deposit payments to Horizon and its subsidiaries to secure certain fuel cell components. As of September 30, 2022, the remaining balance is $6.0 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets. Certain employees of Horizon and its subsidiaries provide research and development, staff training, and administrative 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 $0.4 million and $1.2 million was recorded in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three months ended September 30, 2022, a nd 2021, respectively. An allocation of approximately $0.9 million and $1.8 million was recorded in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the nine months ended September 30, 2022, a nd 2021, respectively. The related party payable to Horizon and its subsidiaries is $0.1 million and $3.7 million as of September 30, 2022 and December 31, 2021, respectively. Holthausen and Affiliates The Company entered into a joint venture agreement in October 2020 to create 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, a €1 million refundable deposit was paid to Holthausen, approximately $1.1 million in U.S. dollars (“USD”). This deposit is recorded within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets. Subsequently, in December 2022, the Company acquired the remaining 49.5% of the equity interests of Hyzon Europe from Holthausen. The Company now holds 100% ownership in Hyzon Europe. The Company paid €3.5 million (approximately $3.7 million in USD) in addition to €1.0 million (approximately $1.1 million in USD) paid in December 2021. As part of this transaction, the Company also transferred various inventory items to, and settled open related party balances with, Holthausen. In addition, the Company reassigned all of the assumed retrofit service contracts, including after-sales obligations, back to Holthausen Clean Technology B.V. For the three and nine months ended September 30, 2022, the Company paid $0.1 million and $0.4 million, respectively, to Carl Holthausen and Max Holthausen as managing directors of Hyzon Europe. For the three and nine months ended September 30, 2021, the Company paid $0.1 million and $0.3 million, respectively. As of September 30, 2022, the related party payable to Holthausen is $0.3 million. As of December 31, 2021, the related party receivable from Holthausen is $0.3 million. Jiushuang Joint Ventures |
Income (Loss) per share
Income (Loss) per share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) per share | Income (Loss) per share Basic net income (loss) per share is computed by dividing net income attributable to shareholders of Hyzon by the weighted-average number of common shares outstanding during the reporting period. Diluted net income per share is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. The following table presents the information used in the calculation of the Company’s basic and diluted net income (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income (loss) attributable to Hyzon $ (24,795) $ 34,621 $ 10,681 $ 17,053 Weighted average shares outstanding: Basic 248,164 234,091 248,054 189,101 Effect of dilutive securities — 12,389 9,774 11,883 Diluted 248,164 246,480 257,828 200,984 Net income (loss) per share attributable to Hyzon: Basic $ (0.10) $ 0.15 $ 0.04 $ 0.09 Diluted $ (0.10) $ 0.14 $ 0.04 $ 0.08 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 income (loss) per share when their effect was antidilutive. The potential dilutive securities are summarized as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted stock units 2,538 426 937 426 Stock options with service conditions 12,419 — 539 — Stock options for former CTO 1,772 — — — Stock options with market and performance conditions 5,538 5,538 5,538 5,538 Private placement warrants 8,015 8,015 8,015 8,015 Public warrants 11,014 11,286 11,014 11,286 Earnout shares 23,250 23,250 23,250 23,250 Hongyun warrants 31 — 31 — Ardour warrants 170 326 — 326 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent Events Raven SR S1 LLC In December 2022, the Company entered into an agreement with Chevron New Energies and Raven, to invest in Raven SR S1 LLC. Raven SR S1 LLC intends to develop, construct, operate and maintain a solid waste-to hydrogen generation production facility located in Richmond, California. The Company invested $8.5 million at closing, and the remaining $1.5 million will be paid in 2023 for an approximate 20% ownership in Raven SR S1 LLC. The Company accounted for the agreement as an equity method investment with a cost basis determined by the funding date capital contribution. The subsequent payment will add to the overall cost basis of the investment when paid. Divestiture of Hyzon Guangdong In December 2022, the Company sold all of its equity interest in Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”) to Hymas for approximately $3.1 million in cash, subject to certain adjustments. As a common control transaction, the difference of $0.5 million between the consideration received and the book value is expected to be recognized in the Company’s additional paid-in-capital during the three months ended December 31, 2022. Subsequent to the divestiture, Hyzon Guangdong changed its name to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). Additionally, together with the execution of the Hyzon Guangdong divestiture, the Company entered into a share buyback agreement and repurchased approximately 3.8 million shares of common stock from Hymas in exchange for approximately $6.4 million in cash. In April 2023, Guangdong Qingyun paid $3.3 million to the Company to settle intercompany balances and Hymas paid the Company $3.1 million related to the Hyzon Guangdong divestiture. Nasdaq Deficiency Notice In February 2023, the Company received a Staff Determination from the Listing Qualifications Staff of Nasdaq notifying the Company that unless the Company requests an appeal, trading of the Company's Class A common stock and warrants will be suspended from The Nasdaq Capital Market at the opening of business on February 14, 2023, and a Form 25-NSE will be filed with the SEC. On February 10, 2023, the Hearings Panel granted the Company a 15 calendar day stay of delisting, and will notify the Company within this 15 calendar day period whether the Company’s request for a stay pending the hearing will be granted. The date for the delisting hearing was March 16, 2023. At the hearing, the Company presented its plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) and requested the continued listing of its securities on The Nasdaq Capital Market pending such compliance. In March 2023, the Company received a letter from the Hearings Panel indicating that the Hearings Panel granted the Company’s request for continued listing until May 15, 2023, in order to allow the Company to regain compliance with the periodic filing rule. On April 6, 2023, the Company received an additional Staff Determination (the “Additional Staff Determination”) from the Staff notifying the Company that, because the Staff did not receive the Company’s Form 10-K for the year ended December 31, 2022, the Company does not comply with Nasdaq’s Listing Rules for continued listing, thus constituting an additional basis for delisting the Company’s securities from The Nasdaq Capital Market. The Additional Staff Determination further notified the Company that the Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market, and that the Company should present its views with respect to this additional deficiency to the Hearings Panel in writing no later than April 13, 2023. On April 13, 2023, the Company filed its response to the Additional Staff Determination. Delaware Court of Chancery Section 205 On February 13, 2023, the Company filed a petition under the caption In re Hyzon Motors Inc., C.A. No. 2023-0177-LWW (Del. Ch) in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), which permits the Court of Chancery, in its discretion, to validate potentially defective corporate acts due to developments regarding potential interpretations of the DGCL stemming from the Court’s recent decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022). On March 6, 2023, the Court of Chancery granted our petition, holding that any defects that may have existed with respect to the conduct of the Special Meeting of Shareholders held on July 15, 2021 to approve the increase in the Company’s authorized share capital were ratified as of the meeting. The Company continues to believe that, notwithstanding the relief the Delaware Court of Chancery granted to the Company under Section 205, at the time of DCRB Shareholder Meeting on July 16, 2021, the increase in the Company’s authorized share capital was validly approved by DCRB’s shareholders under Delaware law. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited interim 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 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 interim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s amended Annual Report filed on Form 10-K/A for the year ended December 31, 2021. The Company’s unaudited interim 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 interim 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. |
Cash Equivalents | Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash with original maturities of three months or less. Due to their short-term nature, the amortized cost of the Company’s cash equivalents approximate fair value. As of September 30, 2022, cash equivalents consisted of commercial paper, certificates of deposit and money market funds |
Short-term Investments | Short-term Investments The Company has short-term investments in marketable debt securities with an original maturity of greater than three months, but less than one year. These securities include certificates of deposit, commercial paper, corporate debt, foreign government bonds, and U.S. Treasury bills. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. The Company’s marketable debt securities have been classified and accounted for as available-for-sale (“AFS”) marketable securities in accordance with ASC 326, Financial Instruments - Credit Losses . AFS securities are recorded at fair value as of each balance sheet date, with unrealized gains or losses included in Accumulated other comprehensive income (loss) and as a component of the Consolidated Statements of Operations and Comprehensive Income (Loss). Gains and losses as a result of sales or maturity of securities are reclassified from previously unrealized gains and losses on short-term investments in Accumulated other comprehensive income (loss) to Other income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 26,434 $ 16,099 Work in process 13,391 4,828 Total inventory $ 39,825 $ 20,927 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, December 31, Deposit for fuel cell components (Note 15) $ 6,017 $ 5,008 Vehicle inventory deposits 6,638 10,171 Production equipment deposits 242 1,169 Other prepaid expenses 4,673 3,266 Prepaid insurance 4,345 5,079 VAT receivable from government 2,155 2,159 Total prepaid expenses and other current assets $ 24,070 $ 26,852 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant, and equipment, net consisted of the following (in thousands): September 30, December 31, Land and building $ 2,818 $ 2,818 Machinery and equipment 16,197 8,827 Software 2,071 507 Leasehold improvements 1,356 746 Construction in progress 5,081 2,139 Total Property, plant, and equipment 27,523 15,037 Less: Accumulated depreciation and amortization (2,654) (691) Property, plant and equipment, net $ 24,869 $ 14,346 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): September 30, December 31, Payroll and payroll related expenses $ 3,904 $ 2,250 Accrued professional fees 5,325 2,450 Accrued product warranty costs 903 816 Accrued contract manufacturer costs 1,346 — Accrued contract termination costs (Note 12) 2,430 — Accrued Orten cancellation costs (Note 1) 1,617 — Accrued severance 475 — Other accrued expenses 2,586 1,254 Accrued liabilities $ 18,586 $ 6,770 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of equity 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): September 30, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 — Cumulative impairment (2,448) — Carrying amount, end of period $ 15,030 $ 4,948 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss), which are included as adjustments to the carrying value of equity securities (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Unrealized gain on equity securities $ — $ — $ 12,530 $ — Cumulative impairment — — (2,448) — Total unrealized gain and impairment on equity securities $ — $ — $ 10,082 $ — |
Short-term Investments (Tables)
Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of short-term investments | The following table summarizes the Company's short-term investments (in thousands): As of September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 105,097 $ 175 $ (87) $ 105,186 Commercial paper 47,197 105 — 47,302 Corporate debt securities 39,780 — (181) 39,598 Foreign government bonds 3,187 — — 3,187 U.S. Treasury bills 44,287 95 (7) 44,375 Total short-term investments $ 239,548 $ 375 $ (275) $ 239,648 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 16,330 $ 24,283 $ — $ 40,613 Short-term investments: Certificates of deposit — 105,186 — 105,186 Commercial paper — 47,302 — 47,302 Corporate debt securities — 39,598 — 39,598 Foreign government bonds — 3,187 — 3,187 U.S. Treasury bill 44,375 — — 44,375 Liabilities: Warrant liability – Private Placement Warrants $ — $ 1,843 $ — $ 1,843 Earnout shares liability — — 16,390 16,390 As of December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: 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: September 30, December 31, Stock price $ 1.70 $ 6.49 Risk-free interest rate 4.2 % 1.2 % Volatility 98.0 % 90.0 % Remaining term (in years) 3.79 4.54 |
Summary of the changes in the liability for Private Placement warrants and Earnout | The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the nine months ended September 30, 2022 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2021 $ 15,228 $ 103,761 Change in estimated fair value (13,385) (87,371) Balance as of September 30, 2022 $ 1,843 $ 16,390 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 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 539,292 $ 4.64 — — 1,260,408 $ 3.72 Exercised or released (38,868) $ 1.13 — — (468,778) $ 6.79 Forfeited/Cancelled (83,284) $ 1.13 — — (106,128) $ 5.15 Outstanding at September 30, 2022 19,728,280 $ 1.51 12.17 8,054 2,538,187 $ 4.86 Vested and expected to vest, September 30, 2022 14,190,780 $ 1.21 11.74 8,054 2,538,187 $ 4.86 Exercisable and vested at September 30, 2022 12,410,743 $ 1.13 12.54 7,091 — |
Income (Loss) per share (Tables
Income (Loss) per share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the information used in the calculation of the Company’s basic and diluted net income (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net income (loss) attributable to Hyzon $ (24,795) $ 34,621 $ 10,681 $ 17,053 Weighted average shares outstanding: Basic 248,164 234,091 248,054 189,101 Effect of dilutive securities — 12,389 9,774 11,883 Diluted 248,164 246,480 257,828 200,984 Net income (loss) per share attributable to Hyzon: Basic $ (0.10) $ 0.15 $ 0.04 $ 0.09 Diluted $ (0.10) $ 0.14 $ 0.04 $ 0.08 |
Schedule of antidilutive securities excluded from computation of earnings per share | Three Months Ended Nine Months Ended 2022 2021 2022 2021 Restricted stock units 2,538 426 937 426 Stock options with service conditions 12,419 — 539 — Stock options for former CTO 1,772 — — — Stock options with market and performance conditions 5,538 5,538 5,538 5,538 Private placement warrants 8,015 8,015 8,015 8,015 Public warrants 11,014 11,286 11,014 11,286 Earnout shares 23,250 23,250 23,250 23,250 Hongyun warrants 31 — 31 — Ardour warrants 170 326 — 326 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Detail) $ / shares in Units, $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 16, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 EUR (€) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Net income (loss) | $ (35,653) | $ 33,845 | $ (5,680) | $ 15,746 | |||||
Accumulated deficit | $ (15,731) | (15,731) | (15,731) | $ (26,412) | |||||
Cash flows used in operating activities | (116,218) | $ (52,242) | |||||||
Unrestricted cash | 70,600 | 70,600 | 70,600 | ||||||
Restricted cash | 7,000 | 7,000 | 7,000 | ||||||
Cash invested in money market funds | 70,602 | 70,602 | 70,602 | 445,146 | |||||
Fair Value | $ 239,648 | $ 239,648 | $ 239,648 | $ 0 | |||||
Subsequent Event | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Unrestricted cash, cash equivalents, and short-term investments | $ 210,000 | ||||||||
Legacy Hyzon | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Cash received in transaction net of redemption and transaction costs | $ 509,000 | ||||||||
Legacy Hyzon | Common Stock Class A | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Stockholders equity note, stock split, conversion ratio (in shares) | 1.772 | ||||||||
Orten Holding GmbH | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Percent of voting interests expected to be purchased | 100% | 100% | 100% | ||||||
Loss on contract termination | $ 8,400 | € 8.5 | |||||||
Contract termination fee paid in cash | 6,100 | 6.1 | |||||||
Equipment transferred in payment on contract termination fee | $ 2,300 | € 2.4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Detail) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash equivalents: | $ 40,600,000 | $ 0 |
Revenue (Detail)
Revenue (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) vehicle | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) vehicle | |
Disaggregation of Revenue [Line Items] | ||||||
Number of vehicles | vehicle | 20 | 62 | ||||
Revenue recognized | $ 0 | |||||
Contract liabilities | $ 0.8 | 0.8 | $ 10.9 | |||
Long term portion of customer liabilities | 5.6 | 5.6 | $ 1 | |||
Remaining performance obligations | $ 15.4 | $ 15.4 | ||||
Subsequent Event | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Refunds to customer | $ 0.1 | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of performance obligations recognized as revenue | 5% | 5% | ||||
Timing of performance obligations recognized as revenue | 12 months | 12 months | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Percentage of performance obligations recognized as revenue | 41% | 41% | ||||
Timing of performance obligations recognized as revenue | ||||||
Certain Customers In China | Australia Regions | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue recognized | $ 2.5 | |||||
Fuel | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Revenue from contract with customer | $ 2.9 | $ 0.1 | 2.9 | $ 0.1 | ||
FCEVs | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Cost of vehicles delivered | $ 2.9 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 26,434 | $ 26,434 | $ 16,099 |
Work in process | 13,391 | 13,391 | 4,828 |
Inventory | 39,825 | 39,825 | $ 20,927 |
Inventory write-down | $ 2,300 | $ 3,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit for fuel cell components (Note 15) | $ 6,017 | $ 5,008 |
Vehicle inventory deposits | 6,638 | 10,171 |
Production equipment deposits | 242 | 1,169 |
Other prepaid expenses | 4,673 | 3,266 |
Prepaid insurance | 4,345 | 5,079 |
VAT receivable from government | 2,155 | 2,159 |
Total prepaid expenses and other current assets | $ 24,070 | $ 26,852 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 27,523 | $ 15,037 |
Less: Accumulated depreciation and amortization | (2,654) | (691) |
Property, plant and equipment, net | 24,869 | 14,346 |
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 | 16,197 | 8,827 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,071 | 507 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 1,356 | 746 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 5,081 | $ 2,139 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization | $ 0.8 | $ 0.2 | $ 2.1 | $ 0.5 |
Accrued liabilities (Details)
Accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Payables and Accruals [Abstract] | |||
Payroll and payroll related expenses | $ 3,904 | $ 2,250 | |
Accrued professional fees | 5,325 | 2,450 | |
Accrued product warranty costs | 903 | $ 816 | |
Accrued contract manufacturer costs | 1,346 | 0 | |
Accrued contract termination costs (Note 12) | 2,430 | 0 | |
Accrued Orten cancellation costs (Note 1) | 1,617 | 0 | |
Accrued severance | 475 | $ 0 | |
Other accrued expenses | 2,586 | 1,254 | |
Accrued liabilities | $ 18,586 | $ 6,770 |
Investments in Equity Securit_3
Investments in Equity Securities - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Cumulative unrealized gain | $ 0 | ||
Cumulative impairment | 0 | ||
Investments in equity securities | $ 15,030 | $ 4,948 | |
Raven SR | |||
Schedule of Equity Method Investments [Line Items] | |||
Cumulative unrealized gain | 12,530 | ||
Investments in equity securities | $ 2,500 | ||
Global NRG H2 Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Cumulative impairment | $ (2,448) | ||
Equity Option | Raven SR | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity securities | 8,500 | ||
Common Stock | Raven SR | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in equity securities | $ 6,500 |
Investments in Equity Securit_4
Investments in Equity Securities - Summary of equity securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Carrying value of equity securities: | ||||||
Total initial cost basis | $ 4,948 | $ 4,948 | ||||
Equity Securities, FV-NI, Unrealized Gain (Loss) [Abstract] | ||||||
Cumulative unrealized gain | 0 | |||||
Carrying amount, end of period | $ 15,030 | $ 15,030 | $ 4,948 | |||
Unrealized gains (losses): | ||||||
Unrealized gain on equity securities | 0 | $ 0 | 12,530 | $ 0 | ||
Cumulative impairment | 0 | 0 | (2,448) | 0 | ||
Total unrealized gain and impairment on equity securities | $ 0 | $ 0 | $ 10,082 | $ 0 |
Short-term Investments - Schedu
Short-term Investments - Schedule of short-term investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Fair Value | $ 239,648 | $ 0 |
Short-Term Investments | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 239,548 | |
Unrealized Gains | 375 | |
Unrealized Losses | (275) | |
Fair Value | 239,648 | |
Short-Term Investments | Certificates of deposit | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 105,097 | |
Unrealized Gains | 175 | |
Unrealized Losses | (87) | |
Fair Value | 105,186 | |
Short-Term Investments | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 47,197 | |
Unrealized Gains | 105 | |
Unrealized Losses | 0 | |
Fair Value | 47,302 | |
Short-Term Investments | Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 39,780 | |
Unrealized Gains | 0 | |
Unrealized Losses | (181) | |
Fair Value | 39,598 | |
Short-Term Investments | Foreign government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,187 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 3,187 | |
Short-Term Investments | U.S. Treasury bills | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 44,287 | |
Unrealized Gains | 95 | |
Unrealized Losses | (7) | |
Fair Value | $ 44,375 |
Short-term Investments - Narrat
Short-term Investments - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Cash equivalents: | $ 40,600,000 | $ 0 |
Short-Term Investments | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 0 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 526,000 | $ 0 | |
Deferred tax assets net | 43,200,000 | 43,200,000 | $ 23,000,000 | ||
Unrecognized tax benefit | 0 | 0 | 0 | ||
Accrued interest and penalties | $ 0 | $ 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) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash equivalents: | $ 40,600,000 | $ 0 |
Fair Value, Recurring | ||
Liabilities: | ||
Earnout shares liability | 16,390,000 | 103,761,000 |
Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Earnout shares liability | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Earnout shares liability | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Earnout shares liability | 16,390,000 | 103,761,000 |
Fair Value, Recurring | Cash equivalents: | ||
Assets: | ||
Cash equivalents: | 40,613,000 | |
Fair Value, Recurring | Cash equivalents: | Level 1 | ||
Assets: | ||
Cash equivalents: | 16,330,000 | |
Fair Value, Recurring | Cash equivalents: | Level 2 | ||
Assets: | ||
Cash equivalents: | 24,283,000 | |
Fair Value, Recurring | Cash equivalents: | Level 3 | ||
Assets: | ||
Cash equivalents: | 0 | |
Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Short-term investments: | 105,186,000 | |
Fair Value, Recurring | Certificates of deposit | Level 1 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Certificates of deposit | Level 2 | ||
Assets: | ||
Short-term investments: | 105,186,000 | |
Fair Value, Recurring | Certificates of deposit | Level 3 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Short-term investments: | 47,302,000 | |
Fair Value, Recurring | Commercial paper | Level 1 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Commercial paper | Level 2 | ||
Assets: | ||
Short-term investments: | 47,302,000 | |
Fair Value, Recurring | Commercial paper | Level 3 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Short-term investments: | 39,598,000 | |
Fair Value, Recurring | Corporate debt securities | Level 1 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Corporate debt securities | Level 2 | ||
Assets: | ||
Short-term investments: | 39,598,000 | |
Fair Value, Recurring | Corporate debt securities | Level 3 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Foreign government bonds | ||
Assets: | ||
Short-term investments: | 3,187,000 | |
Fair Value, Recurring | Foreign government bonds | Level 1 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Foreign government bonds | Level 2 | ||
Assets: | ||
Short-term investments: | 3,187,000 | |
Fair Value, Recurring | Foreign government bonds | Level 3 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | U.S. Treasury bills | ||
Assets: | ||
Short-term investments: | 44,375,000 | |
Fair Value, Recurring | U.S. Treasury bills | Level 1 | ||
Assets: | ||
Short-term investments: | 44,375,000 | |
Fair Value, Recurring | U.S. Treasury bills | Level 2 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | U.S. Treasury bills | Level 3 | ||
Assets: | ||
Short-term investments: | 0 | |
Fair Value, Recurring | Private Placements Warrants | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 1,843,000 | 15,228,000 |
Fair Value, Recurring | Private Placements Warrants | Level 1 | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 0 | 0 |
Fair Value, Recurring | Private Placements Warrants | Level 2 | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 1,843,000 | 15,228,000 |
Fair Value, Recurring | Private Placements Warrants | Level 3 | ||
Liabilities: | ||
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 | Sep. 30, 2022 yr | Dec. 31, 2021 yr |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.70 | 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 | 0.042 | 0.012 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.980 | 0.900 |
Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.79 | 4.54 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
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 | (13,385) |
Balance as of September 30, 2022 | 1,843 |
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 | (87,371) |
Balance as of September 30, 2022 | $ 16,390 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | 1 Months Ended | 7 Months Ended | ||||
May 31, 2022 stockholder | Apr. 28, 2023 EUR (€) | Apr. 28, 2023 USD ($) | Jan. 14, 2022 lawsuit | Aug. 22, 2022 stockholder | Nov. 15, 2021 lawsuit | |
Long-Term Purchase Commitment [Line Items] | ||||||
Number of class action lawsuits | lawsuit | 3 | |||||
Number of shareholder lawsuits | lawsuit | 3 | |||||
Number Of Stockholders, Demand For Books And Records | stockholder | 4 | |||||
Number Of Stockholders, Not Filing Complaint | stockholder | 1 | |||||
Subsequent Event | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Payments for legal settlements | € 2.1 | $ 2 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Summary of Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Weighted Average Remaining Contractual (Years) | ||
Vested and expected to vest (in years) | 11 years 8 months 26 days | |
Exercisable and vested (in years) | 12 years 6 months 14 days | |
Stock options | ||
Number of Options | ||
Outstanding beginning balance (in shares) | shares | 19,311,140 | |
Granted (in shares) | shares | 539,292 | |
Exercised or released (in shares) | shares | (38,868) | |
Forfeited/Cancelled (in shares) | shares | (83,284) | |
Outstanding ending balance (in shares) | shares | 19,728,280 | 19,311,140 |
Vested an expected to vest (in shares) | shares | 14,190,780 | |
Exercisable and vested (in shares) | shares | 12,410,743 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.29 | |
Granted (in dollars per share) | $ / shares | 4.64 | |
Exercised or released (in dollars per share) | $ / shares | 1.13 | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 1.13 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 1.51 | $ 1.29 |
Vested and expected to vest (in dollars per share) | $ / shares | 1.21 | |
Exercisable and vested (in dollars per share) | $ / shares | $ 1.13 | |
Weighted Average Remaining Contractual (Years) | ||
Outstanding, (in years) | 12 years 2 months 1 day | 13 years 25 days |
Aggregate Intrinsic Value (in 000s) | ||
Outstanding, beginning balance | $ | $ 100,885 | |
Outstanding, ending balance | $ | 8,054 | $ 100,885 |
Vested and expected to vest | $ | 8,054 | |
Exercisable and vested | $ | $ 7,091 | |
Restricted stock units | ||
Number of RSUs | ||
Outstanding, beginning balance (in shares) | shares | 2,538,187 | 1,852,685 |
Granted (in shares) | shares | 1,260,408 | |
Exercised or released (in shares) | shares | (468,778) | |
Forfeited/Cancelled (in shares) | shares | (106,128) | |
Outstanding, ending balance (in shares) | shares | 2,538,187 | 1,852,685 |
Vested and expected to vest (in shares) | shares | 2,538,187 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 4.86 | $ 6.14 |
Granted (in dollars per share) | $ / shares | 3.72 | |
Exercised or released (in dollars per share) | $ / shares | 6.79 | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 5.15 | |
Outstanding ending balance (in dollars per share) | $ / shares | 4.86 | $ 6.14 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 4.86 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Narrative (Detail) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense related to earnout awards | $ (0.1) | $ 0.8 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to unvested stock options | 11.1 | $ 11.1 |
Weighted average recognition period of stock-based compensation expense | 3 years 1 month 2 days | |
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 | $ 2.7 | $ 2.7 |
Weighted average recognition period of stock-based compensation expense | 3 years 6 months |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Jan. 05, 2022 shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) vote $ / shares shares | Nov. 17, 2021 USD ($) | Jul. 16, 2021 $ / shares | |
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Votes per Class A share | vote | 1 | ||||
Common stock, shares issued (in shares) | 247,758,412 | 248,153,362 | |||
Common stock, shares outstanding (In shares) | 247,758,412 | 248,153,362 | |||
Class of warrant or right, outstanding (in shares) | 19,300,742 | 19,028,165 | |||
Amount authorized for repurchase | $ | $ 5,000 | ||||
Public warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 11,286,242 | 11,013,665 | |||
Public warrants repurchased (in shares) | 272,577 | 256,977 | 15,600 | ||
Cost of public warrants repurchased | $ | $ 500 | $ 31 | |||
Private Placement Warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 8,014,500 | 8,014,500 | |||
Ardour warrants | |||||
Class of Stock [Line Items] | |||||
Class of warrant or right, outstanding (in shares) | 275,048 | 170,048 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 400,000,000 | ||||
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 | ||||
Common stock, shares issued (in shares) | 247,758,412 | 248,153,362 | |||
Common stock, shares outstanding (In shares) | 247,758,412 | 248,153,362 |
Related Party Transactions (Det
Related Party Transactions (Detail) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Sep. 30, 2022 USD ($) vehicle | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) vehicle | Dec. 31, 2021 EUR (€) | Jan. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Compensation cost | $ 0.4 | $ 1.2 | $ 0.9 | $ 1.8 | |||||||||
Related party liability | $ 3.7 | 0.1 | $ 3.7 | 0.1 | $ 3.7 | ||||||||
Net related party receivable | 0.3 | $ 0.3 | 0.3 | 0.3 | $ 0.3 | ||||||||
Number of vehicles | vehicle | 20 | 62 | |||||||||||
Hyzon Europe | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash consideration paid | 1.1 | € 1 | |||||||||||
Hyzon Europe | Subsequent Event | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Remaining percentage ownership acquired | 49.50% | 49.50% | |||||||||||
Cash consideration paid | $ 3.7 | € 3.5 | |||||||||||
Intellectual Property | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Horizon IP agreement payable | $ 10 | ||||||||||||
Licensing Agreements | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cost of intellectual property acquired | $ 3.1 | 6.9 | $ 10 | ||||||||||
Hyzon Automotive Technology Company Limited | Hyzon Europe | Subsequent Event | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership interest | 100% | 100% | |||||||||||
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 | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.3 | |||||||||
Fuel Cell Technologies | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Prepaid expense | $ 6 | $ 6 | |||||||||||
Letter Of Intent | Joint Venture Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Refundable deposit | $ 1.1 | $ 1.1 | $ 1.1 | € 1 | |||||||||
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% | 75% | 75% | 75% |
Income (Loss) per share - Sched
Income (Loss) per share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) attributable to Hyzon | $ (24,795) | $ 34,621 | $ 35,476 | $ (17,568) | $ 10,681 | $ 17,053 |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 248,164,000 | 234,091,000 | 248,054,000 | 189,101,000 | ||
Effect of dilutive securities (in shares) | 0 | 12,389,000 | 9,774,000 | 11,883,000 | ||
Diluted (in shares) | 248,164,000 | 246,480,000 | 257,828,000 | 200,984,000 | ||
Net income (loss) per share attributable to Hyzon: | ||||||
Basic (dollars per share) | $ (0.10) | $ 0.15 | $ 0.04 | $ 0.09 | ||
Diluted (dollars per share) | $ (0.10) | $ 0.14 | $ 0.04 | $ 0.08 |
Income (Loss) per share - Sch_2
Income (Loss) per share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 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 | 2,538 | 426 | 937 | 426 |
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 | 12,419 | 0 | 539 | 0 |
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 | 5,538 | 5,538 | 5,538 |
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 | 0 | 0 | 0 |
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 | 8,015 | 8,015 | 8,015 |
Warrant | Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,014 | 11,286 | 11,014 | 11,286 |
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 | 0 | 31 | 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 | 170 | 326 | 0 | 326 |
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 | 23,250 | 23,250 | 23,250 |
Subsequent event (Details)
Subsequent event (Details) - Subsequent Event - USD ($) shares in Millions, $ in Millions | 1 Months Ended | |
Dec. 21, 2022 | Dec. 31, 2022 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hyzon Guangdong Disposal Group | ||
Subsequent Event [Line Items] | ||
Proceeds from divestiture | $ 3.1 | |
Difference between consideration received and book value | $ 0.5 | |
Share buyback agreement (in shares) | 3.8 | |
Amount related to equity transfer agreement | $ 6.4 | |
Share buyback agreement, cash paid for intercompany balances | 3.3 | |
Share buyback agreement, cash paid | $ 3.1 | |
Chevron New Energies | Equity Capital Contribution Agreement "Raven Agreement" | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 8.5 | |
Forecast | Equity Capital Contribution Agreement "Raven Agreement" | ||
Subsequent Event [Line Items] | ||
Ownership percentage in equity method investment | 20% | |
Forecast | Chevron New Energies | Equity Capital Contribution Agreement "Raven Agreement" | ||
Subsequent Event [Line Items] | ||
Purchase price | $ 1.5 |