Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity Registrant Name | Hyzon Motors Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39632 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 475 Quaker Meeting House Road | |
Entity Address, City or Town | Honeoye Falls | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14472 | |
City Area Code | 585 | |
Local Phone Number | 484-9337 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 245,002,825 | |
Entity Central Index Key | 0001716583 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock Class A | ||
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, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 110,614 | $ 60,554 |
Short-term investments | 27,193 | 194,775 |
Accounts receivable | 297 | 29 |
Related party receivable | 321 | 6,578 |
Inventory | 41,233 | 35,553 |
Prepaid expenses and other current assets | 11,510 | 15,365 |
Total current assets | 191,168 | 312,854 |
Property, plant, and equipment, net | 19,549 | 22,420 |
Right-of-use assets | 5,082 | 9,181 |
Investments in equity securities | 15,030 | 15,030 |
Equity method investment | 8,328 | 8,500 |
Other assets | 6,056 | 6,911 |
Total Assets | 245,213 | 374,896 |
Current liabilities | ||
Accounts payable | 4,587 | 13,798 |
Accrued liabilities | 22,893 | 25,587 |
Related party payables | 443 | 433 |
Contract liabilities | 7,737 | 3,919 |
Current portion of lease liabilities | 1,896 | 2,132 |
Total current liabilities | 37,556 | 45,869 |
Long term liabilities | ||
Lease liabilities | 6,071 | 7,492 |
Private placement warrant liability | 561 | 1,122 |
Earnout liability | 4,898 | 10,927 |
Deferred income taxes | 526 | 526 |
Accrued SEC settlement | 16,500 | 0 |
Other liabilities | 1,317 | 1,901 |
Total Liabilities | 67,429 | 67,837 |
Commitments and contingencies (Note 13) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 244,998,491 and 244,509,208 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. | 25 | 25 |
Treasury stock, at cost; 3,769,592 shares as of September 30, 2023 and December 31, 2022, respectively. | (6,446) | (6,446) |
Additional paid-in capital | 377,951 | 372,942 |
Accumulated deficit | (193,148) | (58,598) |
Accumulated other comprehensive income (loss) | 103 | (153) |
Total Hyzon Motors Inc. stockholders’ equity | 178,485 | 307,770 |
Noncontrolling interest | (701) | (711) |
Total Stockholders’ Equity | 177,784 | 307,059 |
Total Liabilities and Stockholders’ Equity | $ 245,213 | $ 374,896 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 244,998,491 | 244,509,208 |
Common stock, shares outstanding (in shares) | 244,998,491 | 244,509,208 |
Treasury stock (in shares) | 3,769,592 | 3,769,592 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 5,000 | $ 0 | $ 2,939,000 |
Operating expense: | ||||
Cost of revenue | 3,286,000 | 8,203,000 | 6,534,000 | 10,226,000 |
Research and development | 10,857,000 | 9,241,000 | 32,794,000 | 26,660,000 |
Selling, general, and administrative | 21,044,000 | 36,103,000 | 100,999,000 | 75,920,000 |
Restructuring and asset impairment (Note 4) | 4,885,000 | 0 | 4,885,000 | 0 |
Total operating expenses | 40,072,000 | 53,547,000 | 145,212,000 | 112,806,000 |
Loss from operations | (40,072,000) | (53,542,000) | (145,212,000) | (109,867,000) |
Other income (expense): | ||||
Change in fair value of private placement warrant liability | (240,000) | 3,447,000 | 561,000 | 13,385,000 |
Change in fair value of earnout liability | (1,307,000) | 18,034,000 | 6,029,000 | 87,371,000 |
Gain (loss) on equity securities | 0 | 0 | 0 | 10,082,000 |
Foreign currency transaction loss | (3,877,000) | (4,539,000) | (2,447,000) | (7,143,000) |
Investment income and interest income, net | 1,441,000 | 947,000 | 6,501,000 | 1,018,000 |
Total other income (expense) | (3,983,000) | 17,889,000 | 10,644,000 | 104,713,000 |
Loss before income taxes | (44,055,000) | (35,653,000) | (134,568,000) | (5,154,000) |
Income tax expense | 0 | 0 | 0 | 526,000 |
Net loss | (44,055,000) | (35,653,000) | (134,568,000) | (5,680,000) |
Less: Net loss attributable to noncontrolling interest | (1,000) | (10,858,000) | (18,000) | (16,361,000) |
Net income (loss) attributable to Hyzon | (44,054,000) | (24,795,000) | (134,550,000) | 10,681,000 |
Comprehensive income (loss): | ||||
Net loss | (44,055,000) | (35,653,000) | (134,568,000) | (5,680,000) |
Foreign currency translation adjustment | 2,721,000 | 862,000 | 986,000 | 838,000 |
Net change in unrealized gain (loss) on short-term investments | 286,000 | 131,000 | (702,000) | 131,000 |
Comprehensive loss | (41,048,000) | (34,660,000) | (134,284,000) | (4,711,000) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 5,000 | (9,705,000) | 10,000 | (14,714,000) |
Comprehensive income (loss) attributable to Hyzon | $ (41,053,000) | $ (24,955,000) | $ (134,294,000) | $ 10,003,000 |
Net income (loss) per share attributable to Hyzon: | ||||
Basic (dollars per share) | $ (0.18) | $ (0.10) | $ (0.55) | $ 0.04 |
Diluted (dollars per share) | $ (0.18) | $ (0.10) | $ (0.55) | $ 0.04 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 244,885,000 | 248,164,000 | 244,686,000 | 248,054,000 |
Diluted (in shares) | 244,885,000 | 248,164,000 | 244,686,000 | 257,828,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Total Hyzon Motors Inc. Stockholders’ Equity | Common Stock Class A Common Class A | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2021 | 247,758,412 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 370,065 | $ 374,817 | $ 25 | $ 0 | $ 400,826 | $ (26,412) | $ 378 | $ (4,752) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2021 | 0 | |||||||
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) | |||||
Available-for-sale short-term investments: | ||||||||
Common stock issued for the cashless exercise of warrants (in shares) | 44,349 | |||||||
Repurchase of warrants | (31) | (31) | (31) | |||||
Net loss 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 (in shares) at Jun. 30, 2022 | 248,006,857 | |||||||
Ending Balance at Jun. 30, 2022 | 402,612 | 412,373 | $ 25 | $ 0 | 403,424 | 9,064 | (140) | (9,761) |
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2022 | 0 | |||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 247,758,412 | |||||||
Beginning Balance at Dec. 31, 2021 | 370,065 | 374,817 | $ 25 | $ 0 | 400,826 | (26,412) | 378 | (4,752) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2021 | 0 | |||||||
Available-for-sale short-term investments: | ||||||||
Net loss attributable to Hyzon | 10,681 | |||||||
Less: Net loss attributable to noncontrolling interest | (16,361) | |||||||
Ending Balance (in shares) at Sep. 30, 2022 | 248,153,362 | |||||||
Ending Balance at Sep. 30, 2022 | 368,964 | 388,430 | $ 25 | $ 0 | 404,436 | (15,731) | (300) | (19,466) |
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Beginning Balance (in shares) at Jun. 30, 2022 | 248,006,857 | |||||||
Beginning Balance at Jun. 30, 2022 | 402,612 | 412,373 | $ 25 | $ 0 | 403,424 | 9,064 | (140) | (9,761) |
Treasury Stock, Beginning Balance (in shares) at Jun. 30, 2022 | 0 | |||||||
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) | |||||
Available-for-sale short-term investments: | ||||||||
Unrealized net gain on short-term investments | 131 | 131 | 131 | |||||
Common stock issued for the cashless exercise of warrants (in shares) | 8,981 | |||||||
Net loss 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 (in shares) at Sep. 30, 2022 | 248,153,362 | |||||||
Ending Balance at Sep. 30, 2022 | $ 368,964 | 388,430 | $ 25 | $ 0 | 404,436 | (15,731) | (300) | (19,466) |
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2022 | 0 | |||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 244,509,208 | 244,509,208 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 307,059 | 307,770 | $ 25 | $ (6,446) | 372,942 | (58,598) | (153) | (711) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2022 | 3,769,592 | 3,769,592 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | $ 2,987 | 2,987 | 2,987 | |||||
Vesting of RSUs (in shares) | 198,911 | |||||||
Net share settlement of equity awards | (111) | (111) | (111) | |||||
Available-for-sale short-term investments: | ||||||||
Unrealized net gain on short-term investments | 616 | 616 | 616 | |||||
Reclassification to net loss | (1,604) | (1,604) | (1,604) | |||||
Net loss attributable to Hyzon | (90,496) | (90,496) | (90,496) | |||||
Less: Net loss attributable to noncontrolling interest | (17) | (17) | ||||||
Foreign currency translation income (loss) | (1,735) | (1,757) | (1,757) | 22 | ||||
Ending Balance (in shares) at Jun. 30, 2023 | 244,708,119 | |||||||
Ending Balance at Jun. 30, 2023 | $ 216,699 | 217,405 | $ 25 | $ (6,446) | 375,818 | (149,094) | (2,898) | (706) |
Treasury Stock, Ending Balance (in shares) at Jun. 30, 2023 | 3,769,592 | |||||||
Beginning Balance (in shares) at Dec. 31, 2022 | 244,509,208 | 244,509,208 | ||||||
Beginning Balance at Dec. 31, 2022 | $ 307,059 | 307,770 | $ 25 | $ (6,446) | 372,942 | (58,598) | (153) | (711) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2022 | 3,769,592 | 3,769,592 | ||||||
Available-for-sale short-term investments: | ||||||||
Net loss attributable to Hyzon | $ (134,550) | |||||||
Less: Net loss attributable to noncontrolling interest | $ (18) | |||||||
Ending Balance (in shares) at Sep. 30, 2023 | 244,998,491 | 244,998,491 | ||||||
Ending Balance at Sep. 30, 2023 | $ 177,784 | 178,485 | $ 25 | $ (6,446) | 377,951 | (193,148) | 103 | (701) |
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2023 | 3,769,592 | 3,769,592 | ||||||
Beginning Balance (in shares) at Jun. 30, 2023 | 244,708,119 | |||||||
Beginning Balance at Jun. 30, 2023 | $ 216,699 | 217,405 | $ 25 | $ (6,446) | 375,818 | (149,094) | (2,898) | (706) |
Treasury Stock, Beginning Balance (in shares) at Jun. 30, 2023 | 3,769,592 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of stock options (in shares) | 16,000 | |||||||
Exercise of stock options | 18 | 18 | 18 | |||||
Stock-based compensation | 2,156 | 2,156 | 2,156 | |||||
Vesting of RSUs (in shares) | 274,372 | |||||||
Net share settlement of equity awards | (41) | (41) | (41) | |||||
Available-for-sale short-term investments: | ||||||||
Unrealized net gain on short-term investments | 314 | 314 | 314 | |||||
Reclassification to net loss | (28) | (28) | (28) | |||||
Net loss attributable to Hyzon | (44,054) | (44,054) | (44,054) | |||||
Less: Net loss attributable to noncontrolling interest | (1) | (1) | ||||||
Foreign currency translation income (loss) | $ 2,721 | 2,715 | 2,715 | 6 | ||||
Ending Balance (in shares) at Sep. 30, 2023 | 244,998,491 | 244,998,491 | ||||||
Ending Balance at Sep. 30, 2023 | $ 177,784 | $ 178,485 | $ 25 | $ (6,446) | $ 377,951 | $ (193,148) | $ 103 | $ (701) |
Treasury Stock, Ending Balance (in shares) at Sep. 30, 2023 | 3,769,592 | 3,769,592 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (134,568) | $ (5,680) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 3,160 | 2,445 |
Stock-based compensation | 5,143 | 4,115 |
Deferred income tax expense | 0 | 526 |
Fair value adjustment of private placement warrant liability | (561) | (13,385) |
Change in fair value of earnout liability | (6,029) | (87,371) |
Fair value adjustment of value in equity securities | 0 | (10,082) |
Accretion of discount on available-for-sale debt securities | (1,452) | (185) |
Write-down of inventory | 4,781 | 0 |
Loss on equity method investment | 172 | 72 |
Foreign currency exchange gain (loss) and other expense, net | 2,087 | 0 |
Write-down of property and equipment | 2,119 | 0 |
Restructuring and asset impairment charges | 4,885 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (264) | 2,676 |
Inventory | (9,411) | (16,776) |
Prepaid expenses and other current assets | 4,087 | 1,621 |
Other assets | 343 | (383) |
Accounts payable | (9,176) | 289 |
Accrued liabilities | (2,763) | 11,678 |
Related party payables, net | 6,023 | 31 |
Contract liabilities | 3,089 | (5,053) |
Other liabilities | 16,263 | (756) |
Net cash used in operating activities | (112,072) | (116,218) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (5,951) | (11,320) |
Purchases of short-term investments | (16,594) | (313,032) |
Proceeds from sale of short-term investments | 50,021 | 0 |
Proceeds from maturities of short-term investments | 134,905 | 73,700 |
Net cash provided by (used in) investing activities | 162,381 | (250,652) |
Cash Flows from Financing Activities: | ||
Exercise of stock options | 18 | 44 |
Payment of finance lease liability | (237) | (294) |
Net share settlement of equity awards | (152) | (517) |
Payment for purchase of Horizon IP | (3,146) | |
Repurchase of warrants | 0 | (31) |
Net cash used in financing activities | (371) | (3,944) |
Effect of exchange rate changes on cash | (377) | (967) |
Net change in cash, cash equivalents, and restricted cash | 49,561 | (371,781) |
Cash, cash equivalents, and restricted cash — Beginning | 66,790 | 449,365 |
Cash, cash equivalents, and restricted cash — Ending | $ 116,351 | $ 77,584 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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 (“HD”) fuel cell technology through assembling and upfitting HD hydrogen fuel cell electric vehicles (“FCEVs”) in the United States, Europe, and Australia. In addition, Hyzon seeks to build and foster 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”). 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 Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). 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 Annual Report filed on Form 10-K for the year ended December 31, 2022. 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. Liquidity and Going Concern These unaudited interim consolidated 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 unaudited interim consolidated financial statements do not include any adjustments that may result from the outcome of the uncertainties described below. In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), the Company evaluates whether there are certain conditions and events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern. In accordance with ASC 205-40, the Company’s analysis can only include the potential mitigating impact of the plans that have not been fully implemented as of the issuance date of these unaudited interim consolidated financial statements if (a) it is probable that these plans will be effectively implemented within one year after the date that the financial statements are issued, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company incurred net losses of $44.1 million and $134.6 million for the three and nine months ended September 30, 2023, respectively. The Company incurred net losses of $35.7 million and $5.7 million for the three and nine months ended September 30, 2022, respectively. Accumulated deficit amounted to $193.1 million and $58.6 million as of September 30, 2023 and December 31, 2022, respectively. Net cash used in operating activities was $112.1 million and $116.2 million for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the Company has $110.6 million in unrestricted cash and cash equivalents, $27.2 million in short-term investments, and $5.7 million in restricted cash. The Company has concluded that at the time of the filing, substantial doubt exists about its ability to continue as a going concern as the Company believes that its financial resources, existing cash resources and additional sources of liquidity are not sufficient to support planned operations beyond the next 12 months. In order to reduce the cash used in operating activities, the Company implemented certain cost savings initiatives in late 2022 and the first half of 2023, as well as a restructuring plan in July 2023, as further discussed in Note 4. Restructuring and Related Charges. While these plans are anticipated to reduce cash outflows when compared to prior periods, the Company’s continued existence is dependent upon its ability to obtain additional financing, as well as to attain and maintain profitable operations by entering into profitable sales or service contracts and generating sufficient cash flow to meet its obligations on a timely basis. The Company’s business will require significant funding to execute its long-term business plans. As of October 31, 2023, unrestricted cash, cash equivalents, and short-term investments were approximately $129 million. The Company plans to improve its liquidity through a combination of equity and/or debt financing, alliances or other partnership agreements with entities interested in our technologies, and the liquidation of certain inventory balances. If the Company raises funds in the future by issuing equity securities, dilution to stockholders will occur and may be substantial. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of common stockholders. If the Company raises funds in the future by issuing debt securities, these debt securities could have rights, preferences, and privileges senior to those of common stockholders. The terms of any debt securities or borrowings could impose significant restrictions on the Company’s operations. The capital markets have experienced in the past, and may experience in the future, periods of upheaval that could impact the availability and cost of equity and debt financing. In addition, recent and anticipated future increases in federal fund rates set by the Federal Reserve, which serve as a benchmark for rates on borrowing, will continue to impact the cost of debt financing. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements and/or fuel cell technology advancement. If the Company cannot raise additional funds when needed or on acceptable terms, the financial condition, business prospects, and results of operations could be materially adversely affected. In addition, 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 outcome of litigation and other legal proceedings, including the other claims described under Legal Proceedings in Note 13. Commitments and Contingencies, are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us, which may not be covered in full or in part by insurance. Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the unaudited interim consolidated financial statements and the accompanying notes. Hyliion Inc. Technology Development Agreement |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2. Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2022. There have been no material changes to the significant accounting policies for the nine months ended September 30, 2023. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company did not recognize revenue for the three and nine months ended September 30, 2023. The Company recognized negligible revenue and $2.9 million in sales of hydrogen fuel cell systems in the United States, sales of FCEVs in China, and upfit services in Europe for the three and nine months ended September 30, 2022, respectively. In accordance with ASC 606, Revenue from Contracts with Customers ("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 two customers in China are special purpose entities established in response to China’s national hydrogen fuel cell vehicle pilot program. 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 these customers, 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 customer 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 Income (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 unaudited interim 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 unaudited interim Consolidated Balance Sheets and totaled $7.7 million and $3.9 million as of September 30, 2023 and December 31, 2022, respectively. The long-term portion of contract liabilities is recorded within Other liabilities in the unaudited interim Consolidated Balance Sheets and totaled $1.3 million and $1.9 million as of September 30, 2023 and December 31, 2022, respectively. Remaining Performance Obligations The transaction price associated with remaining performance obligations for commercial vehicles and other contracts with customers was $15.0 million as of September 30, 2023. The Company expects to recognize substantially all of its remaining performance obligations as revenue over the twelve months after September 30, 2023. |
Restructuring and Related Charg
Restructuring and Related Charges | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Charges | Restructuring and Related Charges Restructuring costs consist of employee-related charges that may include retention, relocation, severance, and other termination benefits, as well as, contract termination costs, accelerated depreciation, professional fees, and certain long-lived asset impairments. For ongoing benefit arrangements, a liability is recognized when it is probable that employees will be entitled to benefits and the amount can be reasonably estimated. For one-time benefit arrangements, a liability is incurred and accrued at the date the plan is communicated to employees, unless employees will be retained beyond a minimum retention period. In this case, the liability is calculated at the date the plan is communicated to employees and is accrued ratably over the future service period. Restructuring costs including certain asset impairment are recorded in Restructuring and asset impairment in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) as a component of loss from operations. Restructuring related liabilities are recorded within Accrued liabilities on the unaudited interim Consolidated Balance Sheets. In July 2023, the Company’s board of directors approved a restructuring plan (the “Restructuring Program”) to improve operational effectiveness and cost reduction, including its workforce. Pursuant to the Restructuring Program, the Company expects to rationalize its global footprint, implement a shared service model for procurement and engineering, and transition to a third-party assembly model for FCEV upfit services. The Restructuring Program is expected to be completed by the end of third quarter of 2024. The Company expects to incur employee-related charges such as one-time severance payments as well as cash bonus and stock-based compensation to drive retention through 2024. The Company anticipates modifying the affected employees’ stock awards in a manner that would result in additional non-cash charges. As a result of the Restructuring Program, the Company evaluated long-lived assets for impairment at Hyzon Motors Europe B.V. (“Hyzon Europe”). The Company compared the carrying amount of the asset group comprising the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the asset group. The estimated aggregate undiscounted cash flows were less than the carrying amount of the asset group. An impairment charge of $4.6 million ($2.8 million of right-of-use asset and $1.8 million of property, plant and equipment, net) was recorded during the third quarter of 2023, which represents the amount by which the carrying amount of the asset group exceeds the fair value of the assets, based on the expected discounted future cash flows attributable to those assets. Costs by type associated with the Restructuring Program consisted of the following (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Asset-related $ 4,602 $ 4,602 Employee-related 283 283 Total $ 4,885 $ 4,885 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 24,574 $ 24,862 Work in process 15,178 10,691 Finished Goods 1,481 — Total inventory $ 41,233 $ 35,553 The Company writes down inventory for any excess or obsolescence, or when the Company believes that the net realizable value of inventories is less than the carrying value. A total of $2.7 million and $4.8 million in inventory write-downs was recognized for the three and nine months ended September 30, 2023, respectively. A total of $2.3 million and $3.0 million in inventory write-downs was recognized for the three and nine months ended September 30, 2022, respectively. The Company recorded the inventory write-downs in Cost of revenue in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss). |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
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 16) $ 4,067 $ 6,092 Vehicle inventory deposits 37 2,074 Production equipment deposits 482 235 Other prepaid expenses 1,338 1,877 Prepaid insurance 4,355 3,201 VAT receivable from government 1,231 1,886 Total prepaid expenses and other current assets $ 11,510 $ 15,365 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 2,823 $ 2,818 Machinery and equipment 13,873 15,832 Software 3,240 2,350 Leasehold improvements 2,904 2,123 Construction in progress 2,366 2,499 Total Property, plant, and equipment 25,206 25,622 Less: Accumulated depreciation and amortization (5,657) (3,202) Property, plant and equipment, net $ 19,549 $ 22,420 Depreciation and amortization expense totaled $1.0 million and $3.2 million for the three and nine months ended September 30, 2023, respectively. Depreciation and amortization expense totaled $0.8 million and $2.1 million for the three and nine months ended September 30, 2022, respectively. The Company recognized impairment charges of $1.8 million during the three and nine months ended September 30, 2023, related to restructuring in Hyzon Europe (see Note 4. Restructuring and Related Charges). There were no property, plant and equipment impairment charges for the three and nine months ended September 30, 2022. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 6,314 $ 4,638 Accrued professional fees 3,432 10,016 Accrued product warranty costs 856 942 Accrued contract manufacturer costs 1,335 1,409 Accrued contract termination costs 448 2,688 Accrued Orten cancellation costs — 1,192 Accrued SEC settlement (Note 13) 8,500 — Other accrued expenses 2,008 4,702 Accrued liabilities $ 22,893 $ 25,587 |
Investments in Equity Securitie
Investments in Equity Securities | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Equity Securities | Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer or an impairment. There was no gain or loss on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023. Included in the 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 SR”). The investment in Raven SR’s common shares and options was initially accounted for at cost of $2.5 million. 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 Securities , 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. 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 12,530 Cumulative impairment (2,448) (2,448) Carrying amount, end of period $ 15,030 $ 15,030 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 2023 2022 2023 2022 Unrealized gain on equity securities $ — $ — $ — $ 12,530 Impairment — — — (2,448) Total unrealized gain and impairment on equity securities $ — $ — $ — $ 10,082 The following tables summarize the Company's short-term investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Corporate debt securities $ 2,230 $ — $ — $ 2,230 U.S. Treasury bills 24,363 600 — 24,963 Total short-term investments $ 26,593 $ 600 $ — $ 27,193 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 38,703 $ 194 $ — $ 38,897 Commercial paper 26,198 205 — 26,403 Corporate debt securities 46,826 189 (33) 46,982 Foreign government bonds 37,453 348 — 37,801 U.S. Treasury bills 44,333 359 — 44,692 Total short-term investments $ 193,513 $ 1,295 $ (33) $ 194,775 |
Short-term Investments
Short-term Investments | 9 Months Ended |
Sep. 30, 2023 | |
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. There was no gain or loss on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2023. Included in the 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 SR”). The investment in Raven SR’s common shares and options was initially accounted for at cost of $2.5 million. 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 Securities , 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. 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 12,530 Cumulative impairment (2,448) (2,448) Carrying amount, end of period $ 15,030 $ 15,030 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 2023 2022 2023 2022 Unrealized gain on equity securities $ — $ — $ — $ 12,530 Impairment — — — (2,448) Total unrealized gain and impairment on equity securities $ — $ — $ — $ 10,082 The following tables summarize the Company's short-term investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Corporate debt securities $ 2,230 $ — $ — $ 2,230 U.S. Treasury bills 24,363 600 — 24,963 Total short-term investments $ 26,593 $ 600 $ — $ 27,193 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 38,703 $ 194 $ — $ 38,897 Commercial paper 26,198 205 — 26,403 Corporate debt securities 46,826 189 (33) 46,982 Foreign government bonds 37,453 348 — 37,801 U.S. Treasury bills 44,333 359 — 44,692 Total short-term investments $ 193,513 $ 1,295 $ (33) $ 194,775 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the three and nine months ended September 30, 2023 the Company did not record any tax expense. During the three and nine months ended September 30, 2022, the Company recorded a zero tax expense and a discrete tax expense of $0.5 million, respectively. The discrete item in the nine months ended September 30, 2022 was primarily associated with the establishment of a deferred tax liability that is not expected to offset available deferred tax assets. 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. The Company continues to be in a net operating loss and net deferred tax asset position, before valuation allowances. Full valuation allowances, but for the deferred tax liability described above, have been established for the Company’s operations in all jurisdictions. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, and December 31, 2022, the carrying amounts 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 indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 82,204 $ — $ — $ 82,204 Short-term investments: Corporate debt securities — 2,230 — 2,230 U.S. Treasury bills 24,963 — — 24,963 Liabilities: Warrant liability – Private Placement Warrants $ — $ 561 $ — $ 561 Earnout shares liability — — 4,898 4,898 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 23,113 $ 4,992 $ — $ 28,105 Short-term investments: Certificates of deposit — 38,897 — 38,897 Commercial paper — 26,403 — 26,403 Corporate debt securities — 46,982 — 46,982 Foreign government bonds — 37,801 — 37,801 U.S. Treasury bills 44,692 — — 44,692 Liabilities: Warrant liability – Private Placement Warrants $ — $ 1,122 $ — $ 1,122 Earnout shares liability — — 10,927 10,927 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, 2023, the Company has $82.2 million invested in money market funds and certificates of deposit. As of December 31, 2022, the Company had $28.1 million invested in commercial paper and money market funds. The Company classifies its investments in commercial paper 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 $ 1.25 $ 1.55 Risk-free interest rate 4.9 % 4.2 % Volatility 92.0 % 92.0 % Remaining term (in years) 2.79 3.54 The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the nine months ended September 30, 2023 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2022 $ 1,122 $ 10,927 Change in estimated fair value (561) (6,029) Balance as of September 30, 2023 $ 561 $ 4,898 The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Assets Measured on a Nonrecurring Basis Assets that are measured at fair value on a nonrecurring basis are remeasured when carrying value exceeds fair value. This includes the evaluation of long-lived assets. Where an indication of an impairment exists, the Company’s estimates of fair value of long-lived assets require the use of significant unobservable inputs, representative of Level 3 fair value measurements, including numerous assumptions with respect to future circumstances that might directly impact the long-lived assets’ operations in the future and are therefore uncertain. The Company assesses the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses undiscounted future cash flows of the asset or asset group for equipment and intangible assets. The Company assessed the fair value of the relevant long-lived assets using the income approach. Inputs used to calculate the fair value based on the income approach primarily include estimated future cash flows, discounted at a rate that approximates the cost of capital of a market participant. During the quarter ended September 30, 2023, the Company recognized an impairment charge of $4.6 million ($2.8 million of right-of-use asset and $1.8 million of property, plant and equipment, net) as a result of restructuring at Hyzon Europe (See Note 4. Restructuring and Related Charges). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 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 Decarbonization Plus Acquisition Corporation (“DCRB”) and DCRB’s sponsor (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 was stayed pending a non-binding mediation among the parties, which took place on May 9, 2023. The parties did not reach a settlement during the May 9, 2023 mediation. On June 20, 2023, the court granted the lead plaintiff leave to file a third amended complaint, which was filed on June 23, 2023. The third amended complaint added additional claims. The Company filed a motion to dismiss on September 13, 2023, and DCRB and former DCRB officers, directors, and its sponsor filed a motion to dismiss on the same day. The lead plaintiff filed oppositions to the motions to dismiss on October 25, 2023, and defendants’ replies are due November 22, 2023. 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 stockholder 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 stockholder 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 certain of 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. Each of the shareholder derivative actions has been stayed or the parties have jointly requested that the actions 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 stockholders 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. Briefing on the motion to dismiss is now complete, and oral argument occurred on April 21, 2023. On July 17, 2023, the Delaware Court of Chancery denied the defendants’ motion to dismiss the complaint. 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 stockholders 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 stockholders derivative lawsuits, the complaint seeks equitable relief and monetary damages. On April 17, 2023, the Court entered an order staying this action pending a decision on the anticipated motion to dismiss in the consolidated securities class action. 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 announced it 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 was also investigating these matters. On September 26, 2023, the Company announced a final resolution, subject to court approval, of the SEC’s investigation. On that date, the SEC filed a complaint in the U.S. District Court for the Western District of New York naming the Company, Craig Knight, the Company’s former Chief Executive Officer and a former director, and Max C.B. Holthausen, a former managing director of the Company’s European subsidiary, Hyzon Motors Europe B.V., as defendants. Without admitting or denying the allegations in the SEC’s complaint, the Company consented to the entry of a final judgment, subject to court approval, that would permanently restrain and enjoin the Company from violating certain sections of and rules under the Exchange Act and the Securities Act, and would require the Company to pay a civil penalty of $25.0 million as follows: $8.5 million within 30 days of entry of the final judgment; (2) $8.5 million by December 31, 2024; and (3) $8.0 million within 730 days of entry of the final judgment. Mr. Knight and Mr. Holthausen also separately consented to the entry of final judgments, subject to court approval, resolving the SEC’s allegations. 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. Customer and Supplier Disputes 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 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. The dispute was settled without any party admitting liability, and the Company made a payment of €2.1 million (approximately $2.3 million in USD) in April 2023, which was recorded in Accrued liabilities in the Consolidated Balance Sheets as of December 31, 2022. On July 28, 2023, Worthington Industries Poland SP.Z.O.O, a Hyzon Europe supplier, filed a complaint in the Amsterdam District Court in the Netherlands, against Hyzon Europe for breach of contract and obtained an attachment covering Hyzon Europe’s bank accounts. The complaint seeks damages from Hyzon Europe totaling €4.6 million (approximately $4.9 million in USD). The Company intends to vigorously defend itself against this claim. 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, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans The following table summarizes the Company’s stock option, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) activity: Stock Options RSUs PSUs 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 Number of PSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 19,536,904 $ 1.51 12.00 5,972 6,268,193 $ 2.81 — $ — Granted 1,261,130 $ 1.37 — — 7,567,847 $ 0.97 2,969,375 $ 0.98 Exercised or released (16,000) $ 1.13 — — (630,420) $ 3.08 — $ — Forfeited/Cancelled (5,934,298) $ 2.26 — — (1,274,518) $ 2.98 — $ — Outstanding at September 30, 2023 14,847,736 $ 1.22 10.58 — 11,931,102 $ 1.61 2,969,375 $ 0.98 Vested and expected to vest, September 30, 2023 14,847,736 $ 1.22 10.58 — 11,931,102 $ 1.61 2,969,375 $ 0.98 Exercisable and vested at September 30, 2023 12,839,987 $ 1.19 11.39 — — — — — As of September 30, 2023, there was $1.0 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.84 years. RSUs granted under the Company’s equity incentive plans typically vest over one In 2023, the Company granted PSUs to certain members of management, which vest over a three-year period beginning on the date of grant. Subject to the achievement of performance goals during a performance period outlined by the Compensation Committee of the Board of Directors, upon vesting, the PSUs are exchanged for a number of shares of common stock equal to the target number of PSUs multiplied by a factor between 0% and 150%. The actual number of units that ultimately vest may equal, exceed, or be less than the targeted number of shares based on the level of achievement of performance goals over the performance period and continued employment with the Company. Performance goals are based on a combination of internal company, functional and individual employee performance metrics. The Company adjusts the expense recognized based on the likelihood of future achievement of the performance metric. If the performance metrics are not achieved by the outlined performance period, the awards are forfeited. The total fair value of RSUs and PSUs is determined based upon the stock price on the date of grant. As of September 30, 2023, unrecognized compensation costs related to unvested RSUs of $15.0 million is expected to be recognized over a remaining weighted average period of 2.48 years. As of September 30, 2023, unrecognized compensation costs related to unvested PSUs of $2.6 million is expected to be recognized over a remaining weighted average period of 2.63 years. Earnout to Other Equity Holders Certain earnout awards to other equity holders accounted for under ASC 718, Compensation - Stock Compensation were vested at the time of grant, and therefore recognized immediately as compensation expense, and certain earnout awards vest over future periods. Total compensation expense related to these awards was negligible and $0.1 million for the three and nine months ended September 30, 2023, respectively. Total compensation expense/(benefit) related to these awards was $(0.1) million and $0.8 million for the three and nine months ended and September 30, 2022, respectively. Certain earnout awards to other equity holders contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at September 30, 2023, no compensation expense has been recorded related to these awards. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 and December 31, 2022, there were 244,998,491 and 244,509,208 shares of Class A common stock issued and outstanding, respectively. Warrants At September 30, 2023 and December 31, 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 September 30, 2023 and December 31, 2022, there were 170,048 Ardour Warrants outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
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. Hyzon Motors USA Inc., a subsidiary of the Company, entered into a Second Amendment (the “Second Amendment”) to the Horizon IP Agreement. The Second Amendment is effective September 22, 2023. Under the terms of the Second Amendment, the parties have agreed to certain amendments to the Horizon IP Agreement pertaining to their rights in and to hydrogen fuel cell intellectual property. The parties have also agreed to a term for the Horizon IP Agreement that shall expire on the seven-year anniversary of the effective date of the Second Amendment. Related Party Payables and Receivables Horizon Fuel Cell Technologies and Related Subsidiaries In prior periods, the Company made deposit payments to Horizon and its subsidiaries to secure fuel cell components. As of September 30, 2023, the deposit balance was $4.1 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheet. The Company has cancelled certain orders that were previously made against this deposit balance, and the parties are currently in negotiations as to the resolution of this order cancellation matter and the settlement of the deposit balance. The Company has determined that the recovery of this deposit balance represents a contingency. The Company can not estimate the possible loss or range of possible loss, if any, at this time based on the current status of the negotiations. 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 $0.4 million and $0.9 million in the Company’s unaudited interim Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three and nine months ended September 30, 2022, respectively. There were no such activities for the three and nine months ended September 30, 2023. As of September 30, 2023, the related party payable, net to Horizon and its subsidiaries is $0.1 million. The related party receivable, net from Horizon and its subsidiaries was $6.1 million as of December 31, 2022. The related party receivable, net at December 31, 2022 primarily relates to the divestiture of Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”), which was subsequently renamed to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). In April 2023, the Company received $6.4 million to settle the related party receivable associated with the divestiture of Hyzon Guangdong. |
Income (Loss) per share
Income (Loss) per share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Income (Loss) per share | Income (Loss) per share 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 2023 2022 2023 2022 Net income (loss) attributable to Hyzon $ (44,054) $ (24,795) $ (134,550) $ 10,681 Weighted average shares outstanding: Basic 244,885 248,164 244,686 248,054 Effect of dilutive securities — — — 9,774 Diluted 244,885 248,164 244,686 257,828 Net income (loss) per share attributable to Hyzon: Basic $ (0.18) $ (0.10) $ (0.55) $ 0.04 Diluted $ (0.18) $ (0.10) $ (0.55) $ 0.04 Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is antidilutive. The potential dilutive securities are summarized as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Restricted stock units 11,931 2,538 11,931 937 Performance stock units 2,969 — 2,969 — Stock options with service conditions 13,076 12,419 13,076 539 Stock options for former CTO 1,772 1,772 1,772 — Stock options with market and performance conditions — 5,538 — 5,538 Private placement warrants 8,015 8,015 8,015 8,015 Public warrants 11,014 11,014 11,014 11,014 Earnout shares 23,250 23,250 23,250 23,250 Hongyun warrants 31 31 31 31 Ardour warrants 170 170 170 — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). 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 Annual Report filed on Form 10-K for the year ended December 31, 2022. 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. |
Reclassifications | Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the unaudited interim consolidated financial statements and the accompanying notes. |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Costs by type associated with the Restructuring Program consisted of the following (in thousands): Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Asset-related $ 4,602 $ 4,602 Employee-related 283 283 Total $ 4,885 $ 4,885 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following (in thousands): September 30, December 31, Raw materials $ 24,574 $ 24,862 Work in process 15,178 10,691 Finished Goods 1,481 — Total inventory $ 41,233 $ 35,553 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 16) $ 4,067 $ 6,092 Vehicle inventory deposits 37 2,074 Production equipment deposits 482 235 Other prepaid expenses 1,338 1,877 Prepaid insurance 4,355 3,201 VAT receivable from government 1,231 1,886 Total prepaid expenses and other current assets $ 11,510 $ 15,365 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 2,823 $ 2,818 Machinery and equipment 13,873 15,832 Software 3,240 2,350 Leasehold improvements 2,904 2,123 Construction in progress 2,366 2,499 Total Property, plant, and equipment 25,206 25,622 Less: Accumulated depreciation and amortization (5,657) (3,202) Property, plant and equipment, net $ 19,549 $ 22,420 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 $ 6,314 $ 4,638 Accrued professional fees 3,432 10,016 Accrued product warranty costs 856 942 Accrued contract manufacturer costs 1,335 1,409 Accrued contract termination costs 448 2,688 Accrued Orten cancellation costs — 1,192 Accrued SEC settlement (Note 13) 8,500 — Other accrued expenses 2,008 4,702 Accrued liabilities $ 22,893 $ 25,587 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 12,530 Cumulative impairment (2,448) (2,448) Carrying amount, end of period $ 15,030 $ 15,030 |
Summary of unrealized gain and impairment loss | 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 2023 2022 2023 2022 Unrealized gain on equity securities $ — $ — $ — $ 12,530 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, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | The following tables summarize the Company's short-term investments as of September 30, 2023 and December 31, 2022 (in thousands): As of September 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Corporate debt securities $ 2,230 $ — $ — $ 2,230 U.S. Treasury bills 24,363 600 — 24,963 Total short-term investments $ 26,593 $ 600 $ — $ 27,193 As of December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 38,703 $ 194 $ — $ 38,897 Commercial paper 26,198 205 — 26,403 Corporate debt securities 46,826 189 (33) 46,982 Foreign government bonds 37,453 348 — 37,801 U.S. Treasury bills 44,333 359 — 44,692 Total short-term investments $ 193,513 $ 1,295 $ (33) $ 194,775 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 82,204 $ — $ — $ 82,204 Short-term investments: Corporate debt securities — 2,230 — 2,230 U.S. Treasury bills 24,963 — — 24,963 Liabilities: Warrant liability – Private Placement Warrants $ — $ 561 $ — $ 561 Earnout shares liability — — 4,898 4,898 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 23,113 $ 4,992 $ — $ 28,105 Short-term investments: Certificates of deposit — 38,897 — 38,897 Commercial paper — 26,403 — 26,403 Corporate debt securities — 46,982 — 46,982 Foreign government bonds — 37,801 — 37,801 U.S. Treasury bills 44,692 — — 44,692 Liabilities: Warrant liability – Private Placement Warrants $ — $ 1,122 $ — $ 1,122 Earnout shares liability — — 10,927 10,927 |
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 $ 1.25 $ 1.55 Risk-free interest rate 4.9 % 4.2 % Volatility 92.0 % 92.0 % Remaining term (in years) 2.79 3.54 |
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, 2023 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2022 $ 1,122 $ 10,927 Change in estimated fair value (561) (6,029) Balance as of September 30, 2023 $ 561 $ 4,898 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option, RSU and PSU activity | The following table summarizes the Company’s stock option, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) activity: Stock Options RSUs PSUs 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 Number of PSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2022 19,536,904 $ 1.51 12.00 5,972 6,268,193 $ 2.81 — $ — Granted 1,261,130 $ 1.37 — — 7,567,847 $ 0.97 2,969,375 $ 0.98 Exercised or released (16,000) $ 1.13 — — (630,420) $ 3.08 — $ — Forfeited/Cancelled (5,934,298) $ 2.26 — — (1,274,518) $ 2.98 — $ — Outstanding at September 30, 2023 14,847,736 $ 1.22 10.58 — 11,931,102 $ 1.61 2,969,375 $ 0.98 Vested and expected to vest, September 30, 2023 14,847,736 $ 1.22 10.58 — 11,931,102 $ 1.61 2,969,375 $ 0.98 Exercisable and vested at September 30, 2023 12,839,987 $ 1.19 11.39 — — — — — |
Income (Loss) per share (Tables
Income (Loss) per share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 Net income (loss) attributable to Hyzon $ (44,054) $ (24,795) $ (134,550) $ 10,681 Weighted average shares outstanding: Basic 244,885 248,164 244,686 248,054 Effect of dilutive securities — — — 9,774 Diluted 244,885 248,164 244,686 257,828 Net income (loss) per share attributable to Hyzon: Basic $ (0.18) $ (0.10) $ (0.55) $ 0.04 Diluted $ (0.18) $ (0.10) $ (0.55) $ 0.04 |
Schedule of antidilutive securities excluded from computation of earnings per share | Potentially dilutive shares are excluded from the computation of diluted net income (loss) per share when their effect is antidilutive. The potential dilutive securities are summarized as follows (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Restricted stock units 11,931 2,538 11,931 937 Performance stock units 2,969 — 2,969 — Stock options with service conditions 13,076 12,419 13,076 539 Stock options for former CTO 1,772 1,772 1,772 — Stock options with market and performance conditions — 5,538 — 5,538 Private placement warrants 8,015 8,015 8,015 8,015 Public warrants 11,014 11,014 11,014 11,014 Earnout shares 23,250 23,250 23,250 23,250 Hongyun warrants 31 31 31 31 Ardour warrants 170 170 170 — |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Net loss | $ 44,055 | $ 35,653 | $ 134,568 | $ 5,680 | |||
Accumulated deficit | (193,148) | (193,148) | $ (58,598) | ||||
Cash flows used in operating activities | (112,072) | $ (116,218) | |||||
Unrestricted cash and cash equivalents | 110,614 | 110,614 | 60,554 | ||||
Short-term investments | 27,193 | 27,193 | $ 194,775 | ||||
Restricted cash | 5,700 | 5,700 | |||||
Subsequent Event | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Unrestricted cash, cash equivalents and short-term investments | $ 129,000 | ||||||
Hyliion Inc. | Maximum | Collaborative Arrangement | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Term of technology development agreement | 1 year | ||||||
Reimbursable research and development expense liability | $ 1,000 | ||||||
Reimbursable research and development expenses incurred to date | $ 300 | $ 1,000 |
Revenue (Detail)
Revenue (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) lawsuit | Sep. 30, 2022 USD ($) fCEV | Dec. 31, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | $ 5 | $ 0 | $ 2,939 | |
Contract liabilities | 7,737 | 7,737 | $ 3,919 | ||
Long term customer contract liabilities | 1,300 | 1,300 | $ 1,900 | ||
Remaining performance obligations | $ 15,000 | $ 15,000 | |||
CHINA | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers | lawsuit | 2 | ||||
Hydrogen Fuel Cell Systems, FCEVs and Retrofit Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 2,900 | 2,900 | |||
FCEV | Additional Customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | ||||
Number of FCEVs delivered | fCEV | 20 | ||||
Cost related to FCEVs | $ 2,900 | ||||
FCEV | CHINA | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 2,500 | ||||
Number of FCEVs delivered | fCEV | 62 |
Restructuring and Related Cha_3
Restructuring and Related Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Impairment loss of right-of-use asset | $ 2,800 | |||
Restructuring and asset impairment charges | $ 4,885 | $ 0 | 4,885 | $ 0 |
Write-down of property and equipment | 2,119 | 0 | ||
Property, Plant and Equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Write-down of property and equipment | $ 0 | 2,100 | $ 0 | |
Europe | Property, Plant and Equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Write-down of property and equipment | $ 1,800 |
Restructuring and Related Cha_4
Restructuring and Related Charges - Restructuring costs by type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Asset-related | $ 4,602 | $ 4,602 | ||
Employee-related | 283 | 283 | ||
Total | $ 4,885 | $ 0 | $ 4,885 | $ 0 |
Inventory - Schedule of invento
Inventory - Schedule of inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 24,574 | $ 24,862 |
Work in process | 15,178 | 10,691 |
Finished Goods | 1,481 | 0 |
Total inventory | $ 41,233 | $ 35,553 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Inventory [Line Items] | ||||
Write-down of inventory | $ 4,781 | $ 0 | ||
Cost of Sales | ||||
Inventory [Line Items] | ||||
Write-down of inventory | $ 2,700 | $ 2,300 | $ 4,800 | $ 3,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit for fuel cell components (Note 16) | $ 4,067 | $ 6,092 |
Vehicle inventory deposits | 37 | 2,074 |
Production equipment deposits | 482 | 235 |
Other prepaid expenses | 1,338 | 1,877 |
Prepaid insurance | 4,355 | 3,201 |
VAT receivable from government | 1,231 | 1,886 |
Total prepaid expenses and other current assets | $ 11,510 | $ 15,365 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of property, plant and equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 25,206 | $ 25,622 |
Less: Accumulated depreciation and amortization | (5,657) | (3,202) |
Property, plant and equipment, net | 19,549 | 22,420 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,823 | 2,818 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 13,873 | 15,832 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 3,240 | 2,350 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,904 | 2,123 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 2,366 | $ 2,499 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,000 | $ 800 | $ 3,200 | $ 2,100 |
Write-down of property and equipment | 2,119 | 0 | ||
Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Write-down of property and equipment | $ 0 | 2,100 | $ 0 | |
Europe | Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Write-down of property and equipment | 1,800 | |||
Other Than Europe | Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Write-down of property and equipment | 1,800 | |||
Research and Development Expense | Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Write-down of property and equipment | 1,100 | 1,400 | ||
Selling, General and Administrative Expense | Property, Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Write-down of property and equipment | $ 700 | $ 700 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll and payroll related expenses | $ 6,314 | $ 4,638 |
Accrued professional fees | 3,432 | 10,016 |
Accrued product warranty costs | 856 | 942 |
Accrued contract manufacturer costs | 1,335 | 1,409 |
Accrued contract termination costs | 448 | 2,688 |
Accrued Orten cancellation costs | 0 | 1,192 |
Accrued SEC settlement (Note 13) | 8,500 | 0 |
Other accrued expenses | 2,008 | 4,702 |
Accrued liabilities | $ 22,893 | $ 25,587 |
Investments in Equity Securit_3
Investments in Equity Securities - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jul. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Unrealized gain on equity securities | $ 0 | $ 0 | $ 0 | $ 12,530 | ||
Investments in equity securities | 15,030 | 15,030 | $ 15,030 | |||
Impairment on equity securities | 0 | 0 | 0 | 2,448 | ||
Raven SR | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Unrealized gain on equity securities | $ 0 | $ 0 | 12,500 | |||
Investments in equity securities | $ 2,500 | |||||
Global NRG H2 Limited | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Impairment on equity securities | $ 2,400 | $ 2,400 |
Investments in Equity Securit_4
Investments in Equity Securities - Total carrying value of equity securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Total initial cost basis | $ 4,948 | $ 4,948 |
Adjustments: | ||
Cumulative unrealized gain | 12,530 | 12,530 |
Cumulative impairment | (2,448) | (2,448) |
Investments in equity securities | $ 15,030 | $ 15,030 |
Investments in Equity Securit_5
Investments in Equity Securities - Unrealized gain and impairment of equity securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Unrealized gain on equity securities | $ 0 | $ 0 | $ 0 | $ 12,530 |
Impairment | 0 | 0 | 0 | (2,448) |
Total unrealized gain and impairment on equity securities | $ 0 | $ 0 | $ 0 | $ 10,082 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 26,593 | $ 193,513 |
Unrealized Gains | 600 | 1,295 |
Unrealized Losses | 0 | (33) |
Fair Value | 27,193 | 194,775 |
Certificates of deposit | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 38,703 | |
Unrealized Gains | 194 | |
Unrealized Losses | 0 | |
Fair Value | 38,897 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 26,198 | |
Unrealized Gains | 205 | |
Unrealized Losses | 0 | |
Fair Value | 26,403 | |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 2,230 | 46,826 |
Unrealized Gains | 0 | 189 |
Unrealized Losses | 0 | (33) |
Fair Value | 2,230 | 46,982 |
Foreign government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 37,453 | |
Unrealized Gains | 348 | |
Unrealized Losses | 0 | |
Fair Value | 37,801 | |
U.S. Treasury bills | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 24,363 | 44,333 |
Unrealized Gains | 600 | 359 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 24,963 | $ 44,692 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 526,000 | |
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) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | $ 4,898 | $ 10,927 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 4,898 | 10,927 |
Cash equivalents: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 82,204 | 28,105 |
Cash equivalents: | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 82,204 | 23,113 |
Cash equivalents: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 4,992 |
Cash equivalents: | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 38,897 | |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 38,897 | |
Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 26,403 | |
Commercial paper | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Commercial paper | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 26,403 | |
Commercial paper | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,230 | 46,982 |
Corporate debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Corporate debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,230 | 46,982 |
Corporate debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Foreign government bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 37,801 | |
Foreign government bonds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Foreign government bonds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 37,801 | |
Foreign government bonds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 24,963 | 44,692 |
U.S. Treasury bills | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 24,963 | 44,692 |
U.S. Treasury bills | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
U.S. Treasury bills | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 561 | 1,122 |
Private placement warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 0 | 0 |
Private placement warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 561 | 1,122 |
Private placement warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of quantitative information regarding Level 3 fair value measurement inputs (Detail) - Earnout | Sep. 30, 2023 year | Dec. 31, 2022 year |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.25 | 1.55 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.049 | 0.042 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.920 | 0.920 |
Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.79 | 3.54 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the changes in the liability for Private Placement warrants and Earnout (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Warrant liability – Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2022 | $ 1,122 |
Change in estimated fair value | (561) |
Balance as of September 30, 2023 | 561 |
Earnout | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2022 | 10,927 |
Change in estimated fair value | (6,029) |
Balance as of September 30, 2023 | $ 4,898 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Millions, $ in Millions | 1 Months Ended | 7 Months Ended | |||||||
Sep. 26, 2023 USD ($) | Jul. 28, 2023 USD ($) | Jul. 28, 2023 EUR (€) | May 31, 2022 stockholder | Apr. 30, 2023 USD ($) | Apr. 30, 2023 EUR (€) | Jan. 14, 2022 lawsuit | Aug. 22, 2022 stockholder | Nov. 15, 2021 lawsuit | |
Loss Contingencies [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 | ||||||||
Estimated civil penalty | $ 25 | ||||||||
Payment for legal settlements within 30 days of settlement | 8.5 | ||||||||
Payments for legal settlements due by 12/31/2024 | 8.5 | ||||||||
Payment for legal settlements within 730 days of settlement | $ 8 | ||||||||
Payments for legal settlements | $ 2.3 | € 2.1 | |||||||
Worthington Industries Poland SP Z.O.O. Litigation | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought | $ 4.9 | € 4.6 |
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, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Weighted Average Remaining Contractual (Years) | ||
Vested and expected to vest (in years) | 10 years 6 months 29 days | |
Exercisable and vested (in years) | 11 years 4 months 20 days | |
Stock Options | ||
Number of Options | ||
Outstanding beginning balance (in shares) | shares | 19,536,904 | |
Granted (in shares) | shares | 1,261,130 | |
Exercised or released (in shares) | shares | (16,000) | |
Forfeited/Cancelled (in shares) | shares | (5,934,298) | |
Outstanding ending balance (in shares) | shares | 14,847,736 | 19,536,904 |
Vested an expected to vest (in shares) | shares | 14,847,736 | |
Exercisable and vested (in shares) | shares | 12,839,987 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.51 | |
Granted (in dollars per share) | $ / shares | 1.37 | |
Exercised or released (in dollars per share) | $ / shares | 1.13 | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 2.26 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 1.22 | $ 1.51 |
Vested and expected to vest (in dollars per share) | $ / shares | 1.22 | |
Exercisable and vested (in dollars per share) | $ / shares | $ 1.19 | |
Weighted Average Remaining Contractual (Years) | ||
Outstanding, beginning balance (in years) | 10 years 6 months 29 days | 12 years |
Outstanding, ending balance (in years) | 10 years 6 months 29 days | 12 years |
Aggregate Intrinsic Value (in 000s) | ||
Outstanding, beginning balance | $ | $ 5,972 | |
Outstanding, ending balance | $ | 0 | $ 5,972 |
Vested and expected to vest | $ | 0 | |
Exercisable and vested | $ | $ 0 | |
RSUs | ||
Number of RSUs / PSUs | ||
Outstanding, beginning balance (in shares) | shares | 11,931,102 | 6,268,193 |
Granted (in shares) | shares | 7,567,847 | |
Exercised or released (in shares) | shares | (630,420) | |
Forfeited/Cancelled (in shares) | shares | (1,274,518) | |
Outstanding, ending balance (in shares) | shares | 11,931,102 | 6,268,193 |
Vested and expected to vest (in shares) | shares | 11,931,102 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.61 | $ 2.81 |
Granted (in dollars per share) | $ / shares | 0.97 | |
Exercised or released (in dollars per share) | $ / shares | 3.08 | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 2.98 | |
Outstanding ending balance (in dollars per share) | $ / shares | 1.61 | $ 2.81 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 1.61 | |
PSUs | ||
Number of RSUs / PSUs | ||
Outstanding, beginning balance (in shares) | shares | 2,969,375 | 0 |
Granted (in shares) | shares | 2,969,375 | |
Exercised or released (in shares) | shares | 0 | |
Forfeited/Cancelled (in shares) | shares | 0 | |
Outstanding, ending balance (in shares) | shares | 2,969,375 | 0 |
Vested and expected to vest (in shares) | shares | 2,969,375 | |
Weighted Average Grant Date Fair Value | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 0.98 | $ 0 |
Granted (in dollars per share) | $ / shares | 0.98 | |
Exercised or released (in dollars per share) | $ / shares | 0 | |
Forfeited/Cancelled (in dollars per share) | $ / shares | 0 | |
Outstanding ending balance (in dollars per share) | $ / shares | 0.98 | $ 0 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 0.98 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Vested at Grant Date | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense related to earnout awards | $ 0 | $ (0.1) | $ 0.1 | $ 0.8 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | 1 | $ 1 | ||
Weighted average recognition period of stock-based compensation expense | 1 year 10 months 2 days | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | 15 | $ 15 | ||
Weighted average recognition period of stock-based compensation expense | 2 years 5 months 23 days | |||
RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period for RSUs | 1 year | |||
RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period for RSUs | 4 years | |||
PSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to unvested stock options | $ 2.6 | $ 2.6 | ||
Weighted average recognition period of stock-based compensation expense | 2 years 7 months 17 days | |||
Vesting period for RSUs | 3 years | |||
PSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PSU multiplication factor, as a percentage | 0% | 0% | ||
PSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PSU multiplication factor, as a percentage | 150% | 150% | ||
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 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Sep. 30, 2023 vote $ / shares shares | Dec. 31, 2022 $ / shares 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 |
Votes per share | vote | 1 | |
Common stock, shares issued (in shares) | 244,998,491 | 244,509,208 |
Common stock, shares outstanding (in shares) | 244,998,491 | 244,509,208 |
Class of warrant or right, outstanding (in shares) | 19,028,165 | 19,028,165 |
Public Warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 11,013,665 | 11,013,665 |
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) | 170,048 | 170,048 |
Common Stock Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 400,000,000 | |
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2023 | Feb. 28, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 22, 2023 | Dec. 31, 2022 | Jan. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||
Deposit for fuel cell components | $ 4,067,000 | $ 4,067,000 | $ 6,092,000 | |||||||
Related party payables | 443,000 | 443,000 | 433,000 | |||||||
Related party receivable | 321,000 | 321,000 | 6,578,000 | |||||||
Subsidiaries | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Second amendment of IP agreement, term | 7 years | |||||||||
Deposit for fuel cell components | 4,100,000 | 4,100,000 | ||||||||
Compensation cost | 0 | $ 400,000 | 0 | $ 900,000 | ||||||
Related party payables | $ 100,000 | 100,000 | ||||||||
Related party receivable | $ 6,100,000 | |||||||||
Proceeds from legal settlements | $ 6,400,000 | |||||||||
Intellectual Property | Subsidiaries | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Horizon IP agreement payable | $ 10,000,000 | |||||||||
Licensing Agreements | Subsidiaries | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of intellectual property acquired | $ 3,100,000 | $ 10,000,000 | $ 6,900,000 |
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, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) attributable to Hyzon | $ (44,054) | $ (24,795) | $ (90,496) | $ 35,476 | $ (134,550) | $ 10,681 |
Weighted average shares outstanding: | ||||||
Basic (in shares) | 244,885,000 | 248,164,000 | 244,686,000 | 248,054,000 | ||
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 9,774,000 | ||
Diluted (in shares) | 244,885,000 | 248,164,000 | 244,686,000 | 257,828,000 | ||
Net income (loss) per share attributable to Hyzon: | ||||||
Basic (dollars per share) | $ (0.18) | $ (0.10) | $ (0.55) | $ 0.04 | ||
Diluted (dollars per share) | $ (0.18) | $ (0.10) | $ (0.55) | $ 0.04 |
Income (Loss) per share - Sch_2
Income (Loss) per share - Schedule of antidilutive securities excluded from computation of earnings per share (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,931,000 | 2,538,000 | 11,931,000 | 937,000 |
Performance stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,969,000 | 0 | 2,969,000 | 0 |
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 | 13,076,000 | 12,419,000 | 13,076,000 | 539,000 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 5,538,000 | 0 | 5,538,000 |
Stock Options | Former Chief Technology Officer | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,772,000 | 1,772,000 | 1,772,000 | 0 |
Warrants | Private placement warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,015,000 | 8,015,000 | 8,015,000 | 8,015,000 |
Warrants | Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,014,000 | 11,014,000 | 11,014,000 | 11,014,000 |
Warrants | Hongyun warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 31,000 | 31,000 | 31,000 | 31,000 |
Warrants | Ardour warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 170,000 | 170,000 | 170,000 | 0 |
Earnout shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250,000 | 23,250,000 | 23,250,000 | 23,250,000 |