Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 01, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39632 | ||
Entity Registrant Name | Hyzon Motors Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2726724 | ||
Entity Address, Address Line One | 599 South Schmidt Road | ||
Entity Address, City or Town | Bolingbrook | ||
Entity Address, State or Province | IL | ||
Entity Address, Postal Zip Code | 60440 | ||
City Area Code | 585 | ||
Local Phone Number | 484-9337 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 234.5 | ||
Entity Common Stock, Shares Outstanding | 245,151,995 | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Rochester, New York | ||
Entity Central Index Key | 0001716583 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock Class A | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A 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 Class A common stock, $0.0001 par value, at an exercise price of $11.50 per share | ||
Trading Symbol | HYZNW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 112,280 | $ 60,554 |
Short-term investments | 0 | 194,775 |
Accounts receivable | 498 | 29 |
Unbilled receivable | 1,599 | 0 |
Related party receivable | 0 | 6,578 |
Inventory | 28,811 | 35,553 |
Prepaid expenses and other current assets | 9,335 | 15,365 |
Total current assets | 152,523 | 312,854 |
Property, plant, and equipment, net | 18,569 | 22,420 |
Right-of-use assets | 4,741 | 9,181 |
Equity method investments | 8,382 | 8,500 |
Investments in equity securities | 763 | 15,030 |
Other assets | 6,157 | 6,911 |
Total Assets | 191,135 | 374,896 |
Current liabilities | ||
Accounts payable | 1,479 | 13,798 |
Accrued liabilities | 30,116 | 25,587 |
Related party payables | 265 | 433 |
Contract liabilities | 8,872 | 3,919 |
Current portion of lease liabilities | 1,821 | 2,132 |
Total current liabilities | 42,553 | 45,869 |
Long term liabilities | ||
Lease liabilities | 5,733 | 7,492 |
Private placement warrant liability | 160 | 1,122 |
Earnout liability | 1,725 | 10,927 |
Deferred income taxes | 0 | 526 |
Accrued SEC settlement | 8,000 | 0 |
Other liabilities | 2,964 | 1,901 |
Total Liabilities | 61,135 | 67,837 |
Commitments and contingencies (Note 14) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 245,081,497 and 244,509,208 shares issued and outstanding as of December 31, 2023 and 2022, respectively. | 25 | 25 |
Treasury stock, at cost; 3,769,592 shares as of December 31, 2023 and 2022, respectively. | (6,446) | (6,446) |
Additional paid-in capital | 380,261 | 372,942 |
Accumulated deficit | (242,640) | (58,598) |
Accumulated other comprehensive loss | (514) | (153) |
Total Hyzon Motors Inc. stockholders’ equity | 130,686 | 307,770 |
Noncontrolling interest | (686) | (711) |
Total Stockholders’ Equity | 130,000 | 307,059 |
Total Liabilities and Stockholders’ Equity | $ 191,135 | $ 374,896 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in 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) | 245,081,497 | 244,509,208 |
Shares of Class A common stock (in shares) | 245,081,497 | 244,509,208 |
Treasury stock (in shares) | 3,769,592 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue from contract with customer | $ 295 | $ 3,726 |
Operating expense: | ||
Cost of revenue | 15,656 | 23,320 |
Research and development | 43,729 | 39,132 |
Selling, general, and administrative | 121,164 | 114,073 |
Restructuring and related charges | 7,765 | 0 |
Total operating expenses | 188,314 | 176,525 |
Loss from operations | (188,019) | (172,799) |
Other income (expense): | ||
Change in fair value of private placement warrant liability | 962 | 14,106 |
Change in fair value of earnout liability | 9,202 | 92,834 |
Gain (loss) on equity securities | (14,267) | 10,082 |
Foreign currency exchange loss and other expense, net | (1,402) | (549) |
Investment income and interest income, net | 9,006 | 2,339 |
Total other income (expense) | 3,501 | 118,812 |
Loss before income taxes | (184,518) | (53,987) |
Income tax expense (benefit) | (492) | 526 |
Net loss | (184,026) | (54,513) |
Less: Net gain (loss) attributable to noncontrolling interest | 16 | (22,327) |
Net loss attributable to Hyzon | (184,042) | (32,186) |
Comprehensive loss: | ||
Net loss | (184,026) | (54,513) |
Foreign currency translation adjustment | 951 | (1,921) |
Available-for-sale short-term investments: | (1,303) | 1,303 |
Comprehensive loss | (184,378) | (55,131) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 25 | (22,443) |
Comprehensive loss attributable to Hyzon | $ (184,403) | $ (32,688) |
Net loss per share attributable to Hyzon: | ||
Basic (in dollars per share) | $ (0.75) | $ (0.13) |
Diluted (in dollars per share) | $ (0.75) | $ (0.13) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 244,774,000 | 248,040 |
Diluted (in shares) | 244,774,000 | 248,040 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock Class A | Total Hyzon Motors Inc. Stockholders’ Equity | Common Stock Class A Common Stock 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 | $ 400,826 | $ (26,412) | $ 378 | $ (4,752) | ||
Exercise of stock options (in shares) | 38,868 | ||||||||
Exercise of stock options | 44 | 44 | 44 | ||||||
Stock-based compensation | 5,332 | 5,332 | 5,332 | ||||||
Vesting of RSUs (in shares) | 428,190 | ||||||||
Common stock issued for the cashless exercise of warrants (in shares) | 53,330 | ||||||||
Repurchase of warrants | (31) | (31) | (31) | ||||||
Net share settlement of equity awards | (645) | (645) | (645) | ||||||
Available-for-sale short-term investments: | |||||||||
Unrealized gain on short-term investments | 1,303 | 1,303 | 1,303 | ||||||
Deconsolidation of subsidiary | (813) | (813) | (813) | ||||||
Repurchase of common stock (in shares) | (3,769,592) | (3,769,592) | |||||||
Repurchase of common stock | (6,446) | (6,446) | $ (6,446) | ||||||
Acquisition of noncontrolling interest | (5,316) | (31,801) | (31,771) | (30) | 26,485 | ||||
Net loss attributable to Hyzon | (32,186) | (32,186) | (32,186) | ||||||
Net loss attributable to noncontrolling interest | (22,327) | (22,327) | |||||||
Foreign currency translation adjustment | $ (1,921) | (1,804) | (1,804) | (117) | |||||
Treasury stock ending balance (in shares) at Dec. 31, 2022 | 3,769,592 | ||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 244,509,208 | 244,509,208 | 244,509,208 | ||||||
Ending Balance at Dec. 31, 2022 | $ 307,059 | 307,770 | $ 25 | $ (6,446) | 372,942 | (58,598) | (153) | (711) | |
Exercise of stock options (in shares) | 16,000 | ||||||||
Exercise of stock options | 18 | 18 | 18 | ||||||
Stock-based compensation | 7,481 | 7,481 | 7,481 | ||||||
Vesting of RSUs (in shares) | 556,289 | ||||||||
Net share settlement of equity awards | (180) | (180) | (180) | ||||||
Available-for-sale short-term investments: | |||||||||
Unrealized gain on short-term investments | 930 | 930 | 930 | ||||||
Reclassification to net loss | (2,233) | (2,233) | (2,233) | ||||||
Net loss attributable to Hyzon | (184,042) | (184,042) | (184,042) | ||||||
Net loss attributable to noncontrolling interest | 16 | 16 | |||||||
Foreign currency translation adjustment | $ 951 | 942 | 942 | 9 | |||||
Treasury stock ending balance (in shares) at Dec. 31, 2023 | 3,769,592 | 3,769,592 | |||||||
Ending Balance (in shares) at Dec. 31, 2023 | 245,081,497 | 245,081,497 | 245,081,497 | ||||||
Ending Balance at Dec. 31, 2023 | $ 130,000 | $ 130,686 | $ 25 | $ (6,446) | $ 380,261 | $ (242,640) | $ (514) | $ (686) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (184,026) | $ (54,513) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,977 | 3,704 |
Stock-based compensation | 7,481 | 5,332 |
Foreign currency transaction loss | 1,332 | 0 |
Fair value adjustment of private placement warrant liability | (962) | (14,106) |
Fair value adjustment of earnout liability | (9,202) | (92,834) |
Gain (loss) on equity securities | (14,267) | 10,082 |
Inventory write-downs | 13,049 | 14,322 |
Loss on equity method investments | 118 | 95 |
Impairment of property and equipment | 1,316 | 1,416 |
Deferred income tax (benefit) expense | (492) | 526 |
Accretion of discount on available-for-sale debt securities | (2,243) | (520) |
Restructuring and related charges | 7,487 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (475) | 2,888 |
Inventory | (4,831) | (32,461) |
Prepaid expenses and other current assets | 6,505 | 8,074 |
Unbilled receivable | (1,599) | 0 |
Other assets | 348 | (479) |
Accounts payable | (12,314) | 5,775 |
Accrued liabilities | 4,332 | 20,133 |
Related party payables, net | 6,416 | 365 |
Contract liabilities | 6,123 | (5,978) |
Other liabilities | 7,787 | (754) |
Net cash used in operating activities | (135,606) | (149,097) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (7,849) | (14,133) |
Proceeds from sales of property and equipment | 229 | 0 |
Investment in non-consolidated affiliates | 0 | (8,500) |
Purchases of short-term investments | (16,594) | (352,202) |
Proceeds from maturities of short-term investments | 145,324 | 159,250 |
Proceeds from sale of short-term investments | 66,985 | 0 |
Deconsolidation of subsidiary | 0 | (625) |
Net cash provided by (used in) investing activities | 188,095 | (216,210) |
Cash Flows from Financing Activities: | ||
Payment under Horizon IP agreement | 0 | (3,146) |
Exercise of stock options | 18 | 44 |
Payment of finance lease liability | (237) | (417) |
Repurchase of warrants | 0 | (31) |
Net share settlement of equity awards | (180) | (645) |
Repurchase of common stock as treasury stock | 0 | (6,446) |
Acquisition of noncontrolling interest | 0 | (3,652) |
Net cash used in financing activities | (399) | (14,293) |
Effect of exchange rate changes on cash | (779) | (2,975) |
Net change in cash, cash equivalents, and restricted cash | 51,311 | (382,575) |
Cash, cash equivalents, and restricted cash — Beginning | 66,790 | 449,365 |
Cash, cash equivalents, and restricted cash — Ending | 118,101 | 66,790 |
Supplemental schedule of non-cash investing activities and financing activities: | ||
Acquisition of noncontrolling interest included in operating assets | 0 | 1,664 |
Deconsolidation of subsidiary in exchange for related party receivable, net of cash held | $ 0 | $ (5,889) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 Bolingbrook, Illinois, 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 builds and fosters a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing, and financing. On February 8, 2021, legacy Hyzon Motors Inc. (“Legacy Hyzon”), incorporated in the State of Delaware on January 21, 2020, entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination”) with Decarbonization Plus Acquisition Corporation ("DCRB"), incorporated in the State of Delaware on September 7, 2017, to effect a business combination between DCRB and Legacy Hyzon with DCRB Merger Sub Inc., a wholly-owned subsidiary of DCRB, merging with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. The transaction was unanimously approved by DCRB’s Board of Directors and was approved at a special meeting of DCRB’s stockholders on July 15, 2021. On July 16, 2021, Legacy Hyzon completed its business combination with DCRB. Concurrent with the completion of the Business Combination, DCRB changed its name to “Hyzon Motors Inc.” and Legacy Hyzon changed its name to “Hyzon Motors USA Inc.” Basis of Presentation The accompanying 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"). Liquidity and Going Concern These 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 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 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 has incurred losses from operations since inception. Net cash used in operating activities was $135.6 million and $149.1 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company has $112.3 million in unrestricted cash and cash equivalents and $5.8 million in restricted cash. The Company incurred net losses of $184.0 million and $54.5 million for the years ended December 31, 2023 and 2022, respectively. Accumulated deficit amounts to $242.6 million and $58.6 million as of December 31, 2023 and 2022, respectively. 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. If the Company fails to raise additional funding in time or in a sufficient amount to meet its requirements, the Company may be required or compelled to pursue additional restructuring initiatives to preserve cash, working capital, and optionality. 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, 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 14. 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. Principles of Consolidation The consolidated financial statements reflect the Company’s accounts and operations, those of its wholly-owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of ASC 810, Consolidation , the Company consolidates any variable interest entity (“VIE”) of which the Company is the primary beneficiary. The Company assesses its relationships with all the VIEs on an ongoing basis to evaluate whether the Company continues to be the primary beneficiary. All intercompany accounts and transactions are eliminated upon consolidation. The Company's share of earnings or losses of nonconsolidated affiliates is included in the consolidated operating results using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliate. Investments in other companies are carried at cost. Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Information The Company’s Chief Executive Officer has been identified as the chief operating decision maker. As the chief operating decision maker reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance, the Company has determined that it operates in one operating and reportable segment. Risks and Uncertainties The Company is subject to a variety of risks and uncertainties common to early-stage companies with a history of losses and are expected to incur significant expenses and continuing losses for the foreseeable future. The risks and uncertainties include, but not limited to, further development of its technology, marketing and distribution channels, further development of its supply chain and manufacturing, availability of hydrogen to our customers, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund operations. For more information on risks and uncertainties related to the Company, refer to Part I, Item 1A., “Risk Factors” included within this Annual Report on Form 10-K. Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes. Orten Business Combination Cancellation In June 2022, the Company entered into an agreement with the intention of acquiring 100% of outstanding ownership in Orten Betriebs GmbH and subsidiaries, and Orten Electric Trucks GmbH (collectively “Orten”). Subsequently, in September 2022, the Company terminated the agreement. As a result of the termination, the Company transferred consideration of €8.5 million (approximately $8.4 million in USD) to Orten consisting of €6.1 million (approximately $6.1 million in USD) in cash and €2.4 million (approximately $2.3 million in USD) in vehicle inventory. The cash consideration of €5.0 million (approximately $4.9 million in USD) was paid in 2022, the remaining balance was accrued and subsequently paid in January 2023. The amount of consideration transferred is included within Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. Divestiture of Hyzon Guangdong In December 2022, the Company sold all of its equity interest in Hyzon Motors Technology (Guangdong) Co., Ltd. (“Hyzon Guangdong”) to Hymas for approximately $3.1 million in cash, subject to certain adjustments. As a common control transaction, the difference of $0.8 million between the consideration received, net of payable and the book value is recognized in the Company’s additional paid-in-capital for the year ended December 31, 2022. Subsequent to the divestiture, Hyzon Guangdong changed its name to Guangdong Qingyun Technology Co. Ltd. (“Guangdong Qingyun”). Additionally, together with the execution of the Hyzon Guangdong divestiture, the Company entered into a share buyback agreement and repurchased 3.8 million shares of common stock from Hymas in exchange for $6.4 million in cash. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Revenue The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). Revenue is based on the amount of transaction price to which the Company is entitled, subject to the allocation of the transaction price to distinct performance obligations. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration for which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of the Company's arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories has transferred to the customer as an expense in cost of revenue. Product Sales The Company enters into sales contracts with customers for the sale of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The Company considers order confirmations or purchase orders, which in some cases are governed by master vehicle supply agreements, to be contracts with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of product(s) or service to a customer. On standard vehicle sales contracts, revenue is recognized at a point in time when customers obtain control of the vehicle, which among other indicators, is generally when transfer of title and risks and rewards of ownership of goods have passed and when the Company has a present right to payment. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. Provisions for warranties are made at the time of sale. Sales, value-added, and other taxes collected concurrent with revenue producing activities are excluded from revenue. Payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company granted extended payment terms to customers, which resulted in the Company concluding collection of all of the consideration under the contract is not probable. As a result, the contract existence criteria under ASC 606 is not met and revenue is recognized to the extent of consideration received provided the amounts are non-refundable, the Company has transferred control of the goods or services to which the consideration relates, the Company has stopped transferring goods or services, and there is no obligation to transfer additional services ("Alternative Method for Revenue Recognition"). Revenue is recognized under the Alternative Method of Revenue Recognition, which may not be in the same period that control of the related goods is transferred to the customers (see Note 3. Revenue). Upfit Services The Company also enters into contracts with customers to upfit internal combustion engine vehicles to FCEVs. In general, the customer controls any work in process arising from the Company’s performance; and the Company has in effect agreed to sell its rights to the work as it performs on a continuous basis. Revenue from these contracts is generally recognized over time utilizing an input method. Under the input method, the extent of progress towards completion is measured based on the ratio of normal costs incurred to date to the total estimated costs at completion of the performance obligation. Unexpected amounts of wasted materials, labor or other resources are excluded from the cost-to-cost measure of progress. The Company believes that this method is the most accurate representation of the Company's performance, because it directly measures the value of the services transferred to the customer over time as the Company incurs costs on its contracts. Contract costs include all direct materials, labor, and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. The Company continually evaluates its estimates of total contract costs based on available information and experience. Leasing In certain contracts with customers to provide upfit services including installation of the fuel cell powertrain, the Company may offer certain trade-in and buyback options of FCEVs to its end customer who purchase upfit services. Under these programs, the Company receives full payment shortly after the upfit FCEV is delivered, and its end customer subsequently has the option to trade-in for credit or sell the FCEV back for cash during an agreed upon period and for a predetermined value. Contracts with the option to trade-in or return a FCEV are accounted for as an operating lease in accordance with ASC 842 Leases (“ASC 842”) when its end customer has a significant economic incentive to exercise the trade-in or buyback option at contract inception. The estimate of the end customer’s economic incentive to trade-in or return the FCEV includes a comparison between the FCEV’s estimated market value at the time the option is exercisable and the predetermined value offered in the contract. The Company records operating lease revenue and depreciation expense for the leased assets, i.e., installed fuel cell powertrain, on a straight-line basis over the lease term. At the end of the lease, if the trade-in or buyback option is not exercised, the buyback liability will be recognized as revenue. When the end customer does not have a significant economic incentive to exercise the trade-in or buyback option, or in contracts where no trade-in or buyback option are offered, the contract is accounted for as a product sale. Accounts Receivable and Unbilled Receivable Accounts receivable and unbilled receivable primarily arise from sales of FCEVs and fuel cell system related products and from providing services to customers in the normal course of business. They are stated at the amount billed or billable to customers, net of any allowance for credit losses. An allowance for credit losses accounts is established through a charge to Selling, general, and administrative (“SG&A”) expenses. The allowance is an estimate of the amount required to absorb probable losses on receivables that may become uncollectible. The receivables are written-off when amounts due are determined to be uncollectible. Since the date of inception, the Company has not experienced significant losses or past due amounts on trade and other receivables. As of December 31, 2023 and 2022, the Company recorded no allowance for credit losses. Concentration of Supply Risk The Company is subject to risks related to its dependence on suppliers as some of the components and technologies used in the Company’s products are produced by a limited number of sources or contract manufacturers. The inability of these suppliers to deliver necessary components in a timely manner, at prices and quantities acceptable to the Company may cause the Company to incur transition costs to other suppliers and could have a material and adverse impact on the Company’s business, growth and financial and operating results. The Company currently relies and expects to rely on Horizon as a single source supplier of hydrogen fuel cell systems until completion of Hyzon hydrogen fuel cell system manufacturing facilities. Warranties In most cases, products that customers purchase from the Company are covered by a one Leases The Company accounts for leases in accordance with ASC 842. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use ("ROU") asset and a lease liability (i.e., finance obligation) at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date and is subsequently measured at amortized cost using the effective interest method. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company has operating or finance leases for office space, research and development space, warehouse and manufacturing space. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset results in straight-line rent expense over the lease term. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company has elected not to recognize leases with original lease terms of 12 months or less (“short-term leases”) in the Company’s balance sheet. Cash and Restricted Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. Restricted cash is pledged as security for letters of credit or other collateral amounts established by the Company for certain lease obligations, corporate credit cards, and other contractual arrangements. The Company presents restricted cash separately from unrestricted cash in the Consolidated Balance Sheets, included within Other assets. The Company had $5.8 million and $6.2 million in restricted cash as of December 31, 2023 and 2022, respectively. Cash Equivalents The Company’s cash equivalents consist of short-term, highly liquid financial instruments that are readily convertible to cash with original maturities of three months or less. Due to their short-term nature, the amortized cost of the Company’s cash equivalents approximate fair value. The Company had $75.3 million and $28.1 million in cash equivalents as of December 31, 2023 and 2022. Cash equivalents consists of certificates of deposit, commercial paper, and money market funds. Short-term Investments The Company has short-term investments in marketable debt securities with an original maturity of greater than three months, but less than one year. These securities include certificates of deposit, commercial paper, corporate debt, foreign government bonds, and U.S. Treasury bills. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. The Company’s marketable debt securities have been classified and accounted for as available-for-sale (“AFS”) marketable securities in accordance with ASC 326, Financial Instruments - Credit Losses . AFS securities are recorded at fair value as of each balance sheet date, with unrealized gains or losses included in Comprehensive loss and as a component of the Consolidated Statements of Operations and Comprehensive Loss. Gains and losses as a result of sales or maturity of securities are reclassified from previously unrealized gains and losses on short-term investments in Accumulated other comprehensive loss to Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. For an AFS security with an amortized cost that exceeds its fair value, the Company first determines if it intends to sell or will more-likely-than-not be required to sell the security before the expected recovery of its amortized cost. If it intends to sell or will more-likely-than-not be required to sell the security, then the Company recognizes the impairment as a credit loss in the Consolidated Statements of Operations and Comprehensive Loss by writing down the security’s amortized cost to its fair value. If it does not intend to sell or it is not more-likely-than-not that it will be required to sell the security before the expected recovery of its amortized cost, the Company recognizes the portion of the impairment that is due to a credit loss, if any, in the Consolidated Statements of Operations and Comprehensive Loss through an allowance. The portion of the impairment that is due to factors other than a credit loss is recognized in Comprehensive loss in the Consolidated Statements of Operations and Comprehensive Loss as an unrealized loss. Accrued interest receivable is excluded from the estimate of credit losses (see Note 11. Short-term Investments). Inventory Inventories are stated at the lower of cost and net realizable value ("NRV"). Cost is determined using the first-in, first-out method ("FIFO") for all inventories. 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. As a result, inventory write-downs are recognized in Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss (see Note 5. Inventory). Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful life or add functionality are capitalized. Repair and maintenance costs are expensed as incurred. The cost of properties sold or otherwise disposed of and the related accumulated depreciation and amortization are eliminated from the balance sheet accounts at the time of disposal and resulting gains and losses are included as a component of operating income. Depreciation is recorded on a straight-line basis over the shorter of the lease term or the following estimated useful lives of the assets (see Note 7. Property, Plant, and Equipment, net). Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Operating Lease Assets Machinery and equipment also includes fuel cell powertrains accounted for as operating leases, where the Company has offered the option to trade-in for credit or sell the FCEV back for cash during an agreed upon period and for a predetermined value in which its customer's customer at the time of the order had a significant economic incentive to exercise. The Company generally depreciates the cost, less residual value, using the straight-line-method over the contractual period. Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of these entities. The investments do not have readily determinable fair value and thus the investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. Gain (loss) on equity securities are recorded in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss (see Note 9. Investments in Equity Securities). Investments in Non-consolidated Affiliates Equity method investments are recorded at original cost and adjusted periodically to recognize (i) the Company’s proportionate share of the investees’ net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to fair value. The Company assesses the potential impairment of equity method investments and determines fair value based on valuation methodologies, as appropriate, including the present value of estimated future cash flows, estimates of sales proceeds, and market multiples. If an investment is determined to be impaired and the decline in value is other than temporary, a write-down is recorded as appropriate. The Company recognizes its investments within Equity method investments in the Consolidated Balance Sheets and its equity in the investees' earnings (losses) on a one quarter lag in Foreign currency exchange loss and other expense, net in the Consolidated Statements of Operations and Comprehensive Loss (see Note 10. Investments in Non-consolidated Affiliates). Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement (see Note 13. Fair Value Measurements). Warrant liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss (see Note 16. Stockholders' Equity). Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations (“ASC 805”) the Company determined that the initial fair value of the earnout shares should be recorded as a liability with the offset recorded to additional paid-in capital and with subsequent changes in fair value recorded in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss at each reporting period. The earnout shares to other holders of outstanding equity awards are accounted for under ASC 718, Stock Compensation (“ASC 718”), as these earnout shares are compensatory in nature, and relate to services provided or to be provided to the Company. Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from expected undiscounted future cash flows from operations. An impairment charge would be recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset. Fair value is determined using either the market or sales comparison approach, cost approach or anticipated cash flows discounted at a rate commensurate with the risk involved. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the Consolidated Statements of Operations and Comprehensive Loss (see Note 12. Income Taxes). Foreign Currency Translation and Transactions The functional and reporting currency of each of the Company’s foreign subsidiaries is determined based on the primary currency in which they operate and appropriate economic factors. For the translation from the applicable foreign currencies to U.S. dollars, period-end exchange rates are utilized for balance sheet accounts and weighted average exchange rates for each period for revenue and expense accounts. The cumulative translation adjustments are recognized as a component of Accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are recognized in earnings in the period incurred. Net foreign currency transaction losses of $1.1 million and $0.5 million were recorded for the years ended December 31, 2023 and 2022, respectively. These amounts are recorded in Foreign currency exchange loss and other expense, net in the Consolidated Statements of Operations and Comprehensive Loss. Stock-based Compensation Incentive plans that provide for the granting of stock-based compensation to employees, directors, and consultants are described in Note 15. Stock-based Compensation Plans. The Company recognizes compensation expense for its stock-based compensation programs, which can include stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”). The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. Assumptions used to estimate compensation expense include fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company's common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of actual forfeitures in the period. For PSUs, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. In the period in which the qualifying event is probable, the Company will record a cumulative one-time stock-based compensation expense determined using the grant-date fair values. Research and Development Research and development costs arise from ongoing activities associated with improving existing products and advancing development of new and next generation products. Research and development costs that do not meet the requirements to be recognized as an asset, as the associated future benefits are uncertain and no alternative future use is identified, are expensed as incurred. Selling, General, and Administrative Expense Selling, general, and administrative expense consist of personnel costs, depreciation and amortization, sales and marketing costs, and facilities expense. These costs are recognized when incurred. Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and comprehensive income (loss). Foreign currency translation adjustments and unrealized gain (loss) on short-term investments are reported in Comprehensive income (loss) in the Consolidated Statements of Operations and Comprehensive Loss. Variable Interest Entity Arrangements The Company performs both qualitative and quantitative analysis of its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in VIEs. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. U.S. GAAP requires a reporting entity to consolidate a VIE when the reporting entity has a variable interest that provides it with a controlling financial interest in the VIE. The entity that consolidates a VIE is referred to as the primary beneficiary of that VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs. On October 18, 2021, the Company’s wholly-owned subsidiary, Hyzon Motors Technology (Shanghai) Co., Ltd. (“Hyzon China”) entered into a joint venture agreement (the “Foshan JV Agreement”) with Foshan Zhongbang Earthwork Engineering Co., Ltd. (“FSZB”) and a private citizen of People’s Republic of China (together referred to as the “Foshan JV Shareholders”) forming Foshan Hyzon New Energy Technology Co., Ltd. (“Hyzon Foshan”). Hyzon Foshan engages in the commercial sales, operation, leasing and promotion of fuel cell muck-truck, mixer-truck and other construction vehicles within Foshan City, Guangdong Province. Hyzon, FSZB, and the private citizen shareholder have a 51.0%, 44.0%, and 5.0% interest in the equity of Hyzon Foshan, respectively. The Company determined it is the primary beneficiary of Hyzon Foshan, with 51.0% control of shareholder voting, thereby giving the Company the power to direct activities of Hyzon Foshan. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $0.3 million as of December 31, 2023 and 2022, respectively, and de minimis liabilities as of December 31, 2023 and 2022, respectively. The noncontrolling interest represents the other joint venture partners’ ownership interest in Hyzon Foshan. Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted average number of common shares and all potential common shares outstanding, unless the impact would be anti-dilutive, during each period presented. The diluted net income (loss) per share attributable to common stockholders’ calculation recognizes the dilution that would occur if stock options, other stock-based awards or other contracts to issue common stock were exercised or converted into shares using the treasury stock method (see Note 18. Loss per Share). Subsequent Events The Company evaluates subsequent events at the date of the balance sheet as well as conditions that arise after the balance sheet date but before the consolidated financial statements are issued. The effects of conditions that existed at the balance sheet date are recognized in the consolidated financial statements. Events and conditions arising after the balance sheet date but before the consolidated financial statements are issued are evaluated to determine if disclosure is required to keep the consolidated financial statements from being misleading. To the extent such events and conditions exist, if any, disclosures are made regarding the nature of events and the estimated financial effects for those events and conditions (see Note 20. Subsequent Events). Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company recognized $0.3 million in sales of FCEVs in the U.S. for the year ended December 31, 2023. For the year ended December 31, 2022, the Company recognized $3.7 million in sales of FCEVs in China, hydrogen fuel cell systems in the U.S. and upfit services in Europe. During 2023 the Company entered into contracts with a customer to upfit internal combustion engine vehicles to FCEVs. The Company offered certain trade-in and buyback options of FCEVs to its end customer who purchase upfit services including fuel cell powertrain. Under these arrangements, the Company receives full payment shortly after the upfit FCEV is delivered, and the end customer subsequently has the option to trade-in for credit or sell the FCEV back for cash during an agreed upon period and for a predetermined value. As of December 31, 2023, $1.3 million reported as Unbilled receivable in the Consolidated Balance Sheets represents the amount the Company is entitled to collect upon the delivery of the FCEVs. Those contracts are accounted for as an operating lease when the end customer has a significant economic incentive to exercise the trade-in or buyback option at contract inception. For the year ended December 31, 2023, the Company recognized no operating lease revenue and no operating lease equipment depreciation expense. As of December 31, 2023, the Company had deferred $1.0 million of upfront lease related payments, $0.3 million of which was recorded in the Contract liabilities and $0.7 million of which was recorded in the Other liabilities in the Consolidated Balance Sheets. The upfront lease related payments will be recognized on a straight-line basis over the individual lease term. In accordance with ASC 606, the Company is required to evaluate customers’ ability and intent to pay substantially all of the consideration to which the Company is entitled in exchange for the vehicles transferred to the customer, i.e., collectability of contracts with customers. The Alternative Method of Revenue Recognition has been applied to each customer contract in China. The $2.5 million of revenue recognized from sales of FCEVs in China related to the delivery of 62 FCEVs for the year ended December 31, 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. For the year ended December 31, 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 continued to monitor the customers and evaluate the collectability criterion as of each reporting period. In early 2024, the Company entered into supplemental agreements with those Chinese customers. The supplemental agreements resulted in the payment of $1.1 million to the Company and the termination of the standard warranty obligations in the contracts . The $1.1 million was received by the Company in February 2024. The total cost of the 62 FCEVs delivered was recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss in 2021 since control of such FCEVs was transferred to the customer prior to December 31, 2021. The total cost of $2.9 million related to the additional 20 FCEVs was recorded within Cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022 since control of such FCEVs was transferred at the time of delivery. Customer Concentration The Company has established relationships with a number of customers, many of whom could unilaterally terminate their relationship with the Company or materially reduce the amount of business they conduct with the Company at any time. Market competition, customer requirements, customer financial condition and customer consolidation through mergers or acquisitions also could adversely affect our ability to continue or expand these relationships. There is no guarantee that the Company will be able to retain or renew existing agreements, maintain relationships with any of the customers on acceptable terms or at all or collect amounts owed to us from insolvent customers. The loss of one or more of our major customers could adversely affect the Company's business, financial condition and results of operations. For the year ended December 31, 2023, one customer accounted for 100.0% of total revenue. For the year ended December 31, 2022, the Company's top two customers made up 67.0% and 20.8% of revenue, respectively. Contract Balances Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. The current portion of contract liabilities is recorded within Contract liabilities in the Consolidated Balance Sheets and totaled $8.9 million and $3.9 million as of December 31, 2023, and 2022, respectively. The long term portion of contract liabilities is recorded within Other liabilities in the Consolidated Balance Sheets and totaled $3.0 million and $1.9 million as of December 31, 2023, and 2022, respectively. Certain customer contract liability balances may be refunded for cancelled contracts or unsuccessful FCEV trials. Significant changes in the contract liabilities balances are as follows (in thousands): December 31, 2023 December 31, 2022 Contract liabilities - beginning of period $ 5,820 $ 11,865 Increases during the period 6,268 287 Revenue recognized during the period included in contract liability balance (295) (3,670) Net changes in liability for pre-existing contracts including refunds of customer payments — (2,088) Impact of foreign currency translation 42 (574) Contract liabilities - end of period $ 11,835 $ 5,820 Remaining Performance Obligations The transaction price associated with remaining performance obligations for commercial vehicles and other contracts with customers was $14.8 million as of December 31, 2023. The Company expects to recognize approximately 72% of its remaining performance obligations as revenue over the twelve months after December 31, 2023. |
Restructuring and Related Charg
Restructuring and Related Charges | 12 Months Ended |
Dec. 31, 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 related charges in the Consolidated Statements of Operations and Comprehensive Loss as a component of loss from operations. Restructuring related liabilities are recorded within Accrued liabilities in the 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 with respect to 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 the third quarter of 2024. The Company expects to incur employee-related charges such as one-time severance payments, cash bonuses and stock-based compensation to retain employees. The Company modified 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 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. In the United States, the Company entered into a purchase and sale agreement with Fulcrum Holdings LLC (the “Buyer”) to sell its Rochester facility for $3.1 million. The closing of this sale will occur on or prior to April 30, 2024. As a result of the sale agreement, the Company moved its headquarters from Rochester, NY to Bolingbrook, IL. In connection with the closure of the Rochester facility and certain other U.S. restructuring decisions, the Company recorded a restructuring charge of $2.8 million for the year ended December 31, 2023. Costs by type associated with the Restructuring Program consisted of the following (in thousands): Year Ended Year Ended Asset-related $ 7,396 $ — Employee-related 369 — Total $ 7,765 $ — |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 11,380 $ 24,862 Work in process 9,918 10,691 Finished Goods 7,513 — Total inventory $ 28,811 $ 35,553 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Deposit for fuel cell components (Note 17) $ 2,927 $ 6,092 Vehicle inventory deposits 262 2,074 Production equipment deposits 623 235 Other prepaid expenses 1,333 1,877 Prepaid insurance 3,827 3,201 VAT receivable from government 363 1,886 Total prepaid expenses and other current assets $ 9,335 $ 15,365 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Land and building $ 2,823 $ 2,818 Machinery and equipment 12,420 15,832 Software 3,403 2,350 Leasehold improvements 3,306 2,123 Construction in progress 2,652 2,499 Total Property, plant, and equipment 24,604 25,622 Less: Accumulated depreciation and amortization (6,035) (3,202) Property, plant and equipment, net $ 18,569 $ 22,420 Depreciation and amortization expense totaled $4.0 million and $3.4 million for the years ended December 31, 2023 and 2022, respectively. The Company recognized impairment charges of $1.8 million and $2.8 million for the year ended December 31, 2023 related to restructuring in Europe and U.S., respectively (see Note 4. Restructuring and Related Charges). There were no impairment charges related to restructuring for the year ended December 31, 2022. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, December 31, Payroll and payroll related expenses $ 5,261 $ 4,638 Accrued professional fees 2,411 10,016 Accrued product warranty costs 840 942 Accrued contract manufacturer costs 1,424 1,409 Accrued contract termination costs (Note 14) 470 2,688 Accrued Orten cancellation costs (Note 1) — 1,192 Accrued SEC settlement (Note 14) 17,000 — Other accrued expenses 2,710 4,702 Accrued liabilities $ 30,116 $ 25,587 |
Investments in Equity Securitie
Investments in Equity Securities | 12 Months Ended |
Dec. 31, 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 investee or an impairment. The Company recorded a $14.3 million impairment loss related to the equity investment in Raven SR, Inc. (“Raven SR”) in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in Raven SR 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 Raven SR due to the investee's financial condition, liquidity position and access to capital resources. When indicators of impairment exist, quantitative measurements of the fair value of the equity investment are prepared using a market approach, which requires judgment and the use of unobservable inputs, including discount rates and comparable market data of private and public companies, among others. The fair value was determined utilizing a Monte-Carlo simulation model, accordingly deemed to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the measurement date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven SR. As of December 31, 2023, the valuation date, the Company determined the combined fair value of the investment in Raven SR’s common shares and options to be $0.8 million. The Company recorded a $12.5 million gain related to the equity investment in Raven SR in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. The investment in Raven SR’s common shares and options was initially accounted for at cost of $2.5 million. In March 2022, there was an observable change in price of Raven SR’s common shares. The change in observable price of Raven SR’s common shares also results in a remeasurement of the investment in Raven SR’s options as of the date that the observable transaction took place. The fair value of the investment in Raven SR’s common shares was determined based on observable market prices of identical instruments in less active markets and is classified accordingly as Level 2 in the fair value hierarchy. Due to certain anti-dilution rights included in the options held by the Company, the fair value was determined utilizing a Monte-Carlo simulation model. Accordingly, this was determined to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the transaction date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven SR. As of March 31, 2022, the period end in which the observable change in price occurred, the Company determined the fair value of the investment in Raven SR’s common shares and options to be $6.5 million and $8.5 million, respectively. Additionally, included in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022 is a $2.4 million impairment loss related to the Company’s investment in Global NRG H2 Limited (“NRG”), a New Zealand corporation, equal to the initial cost basis. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in NRG does not have a readily determinable fair value and is measured at cost minus impairment, which requires the Company to evaluate on an ongoing basis whether an investment has been impaired based on qualitative factors. The Company impaired NRG due to the investee’s lack of progress in developing its plans and operating performance. The Company also has initiated legal proceedings in the High Court of New Zealand against NRG’s principal and sole director, asserting claims for, among other things, misrepresentations regarding NRG’s progress in developing its plans, historical and ongoing operating performance, and ability to achieve any of its stated goals. These proceedings are ongoing and are subject to uncertainties inherent in the litigation process, and the Company cannot predict the outcome of these proceedings at this time. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): December 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (2,448) Carrying amount, end of period $ 763 $ 15,030 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss, which are included as adjustments to the carrying value of equity securities (in thousands): Year Ended Year Ended Unrealized gain on equity securities $ — $ 12,530 Impairment (14,267) (2,448) Total unrealized gain and impairment on equity securities $ (14,267) $ 10,082 The Company did not have any short-term investments as of December 31, 2023. The following table summarizes the Company's short-term investments as of December 31, 2022 (in thousands): 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 |
Investments in Non-consolidated
Investments in Non-consolidated Affiliates | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Non-consolidated Affiliates | Investments in Non-consolidated Affiliates Investments in non-consolidated affiliates is comprised of the Company's interests in partially-owned affiliates of which the Company's ownership percentages range from approximately 20% to 40%. The Company does not control these affiliates but has the ability to exercise significant influence over their operating and financial policies. The Company accounts for them using the equity method of accounting. The Company recognizes its equity in earnings (losses) on a one quarter lag. Jiushuang Joint Ventures In July 2021, the Company entered into two joint ventures in the People’s Republic of China. Hyzon China partnered with Jiushuang Tiancheng Motors Service Ltd. (“JSTC”) to form Jiushuang-Hyzon Motor Services, Ltd. (“JSYS”) and partnered with Jiushuang Suda Logistics Ltd. (“JSSD”) to form Jiushuang-Hyzon Logistics, Ltd. (“JSHYS”), (collectively, “Jiushuang JVs”). Jiushuang JVs were established for the purpose of promoting the commercial operation of fuel cell vehicles in the Shanghai, China market. JSYS will be focused on operation of fuel cell buses and JSHYS will be focused in the operation of fuel cell logistics vehicles. The Company’s direct ownership interest in the non-consolidated joint ventures JSYS and JSHYS are 40% and 25%, respectively. In December 2021, Hyzon China entered into a vehicle sales contract with Jiushuang (Shanghai) New Energy Technology Co., Ltd to deliver 20 FCEVs. These 20 FCEVs were delivered in the third quarter of 2022. Jiushuang (Shanghai) New Energy Technology Co., Ltd. is a parent of Jiushuang JVs. The Jiushuang JVs sustained losses throughout 2023 and 2022, resulting in a loss position for the investment account as of December 31, 2023 and 2022. In accordance with ASC 323, Investments - Equity Method and Joint Ventures , the Company discontinued applying the equity method when the carrying amount was reduced to zero in the fourth quarter of 2022. In February 2024, the Company's 25% equity interest in JSHYS JV was acquired by the JV partner. The Company received $0.1 million in exchange for its equity interest and no longer holds ownership in the JSHYS JV. Raven SR S1 LLC In December 2022, the Company, via its subsidiary, Hyzon Zero Carbon, Inc. (“HZCI”), entered into an agreement with Chevron and Raven SR, to invest in Raven SR S1 LLC (“Raven S1”). Raven S1 intends to develop, construct, operate and maintain a solid waste-to hydrogen generation production facility located in Richmond, California. The Company invested $8.5 million at closing, and the remaining $1.5 million is scheduled to be paid upon when construction of the facility is at least 50% complete and pre-commissioning activities have been initiated. The total $10.0 million investment represents approximately 20% ownership of Raven S1. The Company’s equity method investment in Raven S1 does not have a readily determinable fair value. Such investments are evaluated for impairment when events and conditions occur that may have a significant adverse effect on the investment's fair value. Based on an assessment of these criteria, the Company determined that the investment in Raven S1 was not impaired as of December 31, 2023. Although the Raven S1 facility is still under construction and has experienced certain permitting and construction delays and over-runs, the remaining committed financing, along with anticipated additional financing, and continued construction and permitting activities is expected to result in a fully completed project. The Company continues to monitor and evaluate the status of the Raven S1 project on an ongoing basis, and should an impairment be identified, the Company will evaluate whether such impairment is other-than-temporary, which could result in an impairment charge. |
Short-term Investments
Short-term Investments | 12 Months Ended |
Dec. 31, 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 investee or an impairment. The Company recorded a $14.3 million impairment loss related to the equity investment in Raven SR, Inc. (“Raven SR”) in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in Raven SR 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 Raven SR due to the investee's financial condition, liquidity position and access to capital resources. When indicators of impairment exist, quantitative measurements of the fair value of the equity investment are prepared using a market approach, which requires judgment and the use of unobservable inputs, including discount rates and comparable market data of private and public companies, among others. The fair value was determined utilizing a Monte-Carlo simulation model, accordingly deemed to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the measurement date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven SR. As of December 31, 2023, the valuation date, the Company determined the combined fair value of the investment in Raven SR’s common shares and options to be $0.8 million. The Company recorded a $12.5 million gain related to the equity investment in Raven SR in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022. The investment in Raven SR’s common shares and options was initially accounted for at cost of $2.5 million. In March 2022, there was an observable change in price of Raven SR’s common shares. The change in observable price of Raven SR’s common shares also results in a remeasurement of the investment in Raven SR’s options as of the date that the observable transaction took place. The fair value of the investment in Raven SR’s common shares was determined based on observable market prices of identical instruments in less active markets and is classified accordingly as Level 2 in the fair value hierarchy. Due to certain anti-dilution rights included in the options held by the Company, the fair value was determined utilizing a Monte-Carlo simulation model. Accordingly, this was determined to be a Level 3 measurement in the fair value hierarchy. The most significant assumptions in the model included the transaction price of the underlying common shares at the transaction date, expected volatility, risk free rate, and certain assumptions around the likelihood, size, and timing of potential future equity raises by Raven SR. As of March 31, 2022, the period end in which the observable change in price occurred, the Company determined the fair value of the investment in Raven SR’s common shares and options to be $6.5 million and $8.5 million, respectively. Additionally, included in Gain (loss) in equity securities in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2022 is a $2.4 million impairment loss related to the Company’s investment in Global NRG H2 Limited (“NRG”), a New Zealand corporation, equal to the initial cost basis. In accordance with ASC 321, Investments - Equity Securitie s (“ASC 321”), the investment in NRG does not have a readily determinable fair value and is measured at cost minus impairment, which requires the Company to evaluate on an ongoing basis whether an investment has been impaired based on qualitative factors. The Company impaired NRG due to the investee’s lack of progress in developing its plans and operating performance. The Company also has initiated legal proceedings in the High Court of New Zealand against NRG’s principal and sole director, asserting claims for, among other things, misrepresentations regarding NRG’s progress in developing its plans, historical and ongoing operating performance, and ability to achieve any of its stated goals. These proceedings are ongoing and are subject to uncertainties inherent in the litigation process, and the Company cannot predict the outcome of these proceedings at this time. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): December 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (2,448) Carrying amount, end of period $ 763 $ 15,030 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss, which are included as adjustments to the carrying value of equity securities (in thousands): Year Ended Year Ended Unrealized gain on equity securities $ — $ 12,530 Impairment (14,267) (2,448) Total unrealized gain and impairment on equity securities $ (14,267) $ 10,082 The Company did not have any short-term investments as of December 31, 2023. The following table summarizes the Company's short-term investments as of December 31, 2022 (in thousands): 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is subject to income taxes in the U.S. and several non-U.S. jurisdictions. For the year ended December 31, 2023 there was an income tax benefit of $0.5 million and for the year ended December 31, 2022 there was a provision for income taxes of $0.5 million. The Company continues to generate tax losses, and the Company’s net deferred tax assets continue to be fully offset by a valuation allowance. Income (loss) before income taxes is summarized as follows (in thousands): December 31, 2023 December 31, 2022 U.S. $ (129,862) $ 12,388 Non-U.S. (54,656) (66,375) Total $ (184,518) $ (53,987) A reconciliation of the Company’s effective income tax rate is as follows: December 31, December 31, Federal tax at a statutory rate 21.0% 21.0% Earnings taxed at other than Federal statutory rate 1.5 5.4 Section 162(m) — (0.2) Change in fair value of private warrants 0.1 5.5 Change in fair value of earnout liability 1.1 36.1 SEC settlement (2.9) — R&D and state credits 1.6 1.2 Other (0.4) 0.5 Change in valuation allowance (21.7) (70.5) Income tax provision benefit (expense) 0.3% (1.0)% Deferred income tax assets and liabilities are summarized as follows (in thousands): December 31, December 31, Deferred income tax assets: Net operating loss carryforwards $ 71,259 $ 47,817 Revenue recognition basis differences 4,021 4,118 Stock-based compensation 1,751 957 Lease liabilities 1,858 2,288 Tax basis in acquired IP 1,870 1,930 Capitalized research and development 12,341 3,796 Other accruals and reserves 4,230 3,745 Federal R&D credit 3,645 680 Investments in Raven SR 369 — Valuation allowance (99,879) (60,343) Deferred income tax assets - total 1,465 4,988 Deferred income tax liabilities: Investments in Raven SR — (2,708) Property and equipment (381) (606) ROU assets (1,084) (2,200) Deferred income tax liabilities - total (1,465) (5,514) Deferred income tax liabilities, net $ — $ (526) 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 as well as carryforward tax losses. At December 31, 2023, the Company had U.S. federal, state and, foreign net operating loss carryforwards (“NOLs”) of $190.9 million, $13.0 million and $120.0 million, respectively, to be used to offset future taxable income. The entire $190.9 million of U.S federal losses and $101.5 million of foreign losses can be carried forward indefinitely; the remaining $18.5 million of foreign losses expire on various dates through 2028. The $13.0 million of state losses expire on various dates through 2043. Under the provisions of Section 382 of the Internal Revenue Code (“IRC”), the U.S. net operating loss and credit carryforwards and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the IRC. In connection with the Business Combination and the resulting change in ownership, the future utilization of NOL’s maybe be subject to limitation under Section 382 in the United States, as well as in some foreign jurisdictions. As required by ASC 740, the Company evaluated the positive and negative evidence bearing its ability to realize the deferred tax assets as of December 31, 2023. Realization of the Company’s net deferred tax assets is dependent upon the generation of future taxable income. The Company has incurred tax losses from inception and determined that it is more likely than not that the Company will not realize the benefits of federal, state and foreign net deferred tax assets. As such, a valuation allowance has been provided against each entity’s net deferred tax assets. As of December 31, 2023, the Company reversed a deferred tax liability that was not expected to offset available deferred tax assets, which resulted in a reversal of the net deferred tax liability of $0.5 million. The following table summarizes the activity related to the Company’s valuation allowances (in thousands): December 31, December 31, Valuation Allowances - beginning of period $ 60,343 $ 23,005 Increase in reserve, net of foreign currency exchange impact 39,536 37,338 Valuation Allowances - end of period $ 99,879 $ 60,343 There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023, and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positions. The Company is subject to income tax examinations by major taxing authorities in the countries in which it operates since inception. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022, the carrying amount of accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate estimated fair value due to their relatively short maturities. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 75,312 $ — $ — $ 75,312 Liabilities: Warrant liability – Private Placement Warrants $ — $ 160 $ — $ 160 Earnout shares liability — — 1,725 1,725 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 December 31, 2023, the Company has $75.3 million invested in 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 consisted 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. Private Placement Warrants Following the lapsing of certain transferability restrictions subsequent to the Business Combination, the features of the Private Placement Warrants became identical to the Public Warrants (as defined in Note 16. Stockholders' Equity), except that so long as they are held by the sponsor of the Business Combination, the Private Placement Warrants are not redeemable by the Company. Due to these similarities, the estimated fair value of the Private Placement warrants was comparable to the fair value of the Public Warrants on a per warrant basis using level 2 inputs at December 31, 2023 and 2022. Earnout to Common Stockholders The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides quantitative information regarding Level 3 fair value measurement inputs: December 31, 2023 December 31, 2022 Stock price $ 0.90 $ 1.55 Risk-free interest rate 4.1 % 4.2 % Volatility 91.0 % 92.0 % Remaining term (in years) 2.54 3.54 The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the year ended December 31, 2023 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2022 $ 1,122 $ 10,927 Change in estimated fair value (962) (9,202) Balance as of December 31, 2023 $ 160 $ 1,725 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 year ended December 31, 2023, the Company recognized impairment charges of $4.6 million ($2.8 million of right-of-use asset and $1.8 million of property, plant and equipment, net) in Europe and $2.8 million of property, plant and equipment, net in the U.S., as a result of restructuring (See Note 4. Restructuring and Related Charges). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 of December 31, 2023 and 2022, the Company accrued $0.5 million and $2.7 million, respectively in Accrued liabilities, as well as $25.0 million related to the resolution of the SEC investigation, of which $17.0 million is recorded in Accrued liabilities and $8.0 million in Accrued SEC settlement, in the Consolidated Balance Sheets relating to probable and estimable losses. As the outcome of individual matters is not predictable with assurance, the assessments are based on the Company’s knowledge and information available at the time; thus, the ultimate outcome of any matter could require payment substantially in excess of the amount being accrued and/or disclosed. The Company is party to current legal proceedings as discussed more fully below. Shareholder Securities and Derivative Litigation Three related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current and former officers and directors and certain former officers and directors of DCRB (Kauffmann v. Hyzon Motors Inc., et al. (No. 21- cv-06612-CJS), Brennan v. Hyzon Motors Inc., et al. (No. 21-cv-06636-CJS), and Miller v. Hyzon Motors Inc. et al. (No. 21-cv-06695-CJS)), asserting violations of federal securities laws. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of the Company’s customer contracts, vehicle orders, and sales and earnings projections, based on allegations in a report released on September 28, 2021, by Blue Orca Capital, an investment firm that indicated that it held a short position in the Company’s stock and which has made numerous allegations about the Company. These lawsuits have been consolidated under the caption In re Hyzon Motors Inc. Securities Litigation (Case No. 6:21-cv-06612-CJS-MWP), and on March 21, 2022, the court-appointed lead plaintiff filed a consolidated amended complaint seeking monetary damages. The Company and individual defendants moved to dismiss the consolidated amended complaint on May 20, 2022, and the court-appointed lead plaintiff filed its opposition to the motion on July 19, 2022. The court-appointed lead plaintiff filed an amended complaint on March 21, 2022, and a second amended complaint on September 16, 2022. Briefing regarding the Company and individual defendants’ anticipated motion to dismiss the second amended complaint 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 filed a reply on November 22, 2023. The parties are awaiting a ruling from the court. 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 it be stayed pending a decision regarding the anticipated motion to dismiss in the consolidated securities class action. On March 18, 2022, a putative class action complaint, Malork v. Anderson et al. (C.A. No. 2022-0260- KSJM), was filed in the Delaware Court of Chancery against certain officers and directors of DCRB, DCRB’s sponsor, and certain investors in DCRB’s sponsor, alleging that the director defendants and controlling 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. In August 2023, the plaintiff in Malork subpoenaed Hyzon for various documentation in connection with the litigation against the named defendants. Hyzon is not a party to this litigation. The Company is currently challenging the validity of the subpoena. In addition, in December 2023, the Company paid $1.5 million dollars in legal fees of the named individual defendants pursuant to an indemnity agreement between DCRB and the named individual defendants. 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 stockholder 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. The Company has received no further communications from the SDNY. 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. On January 16, 2024, the U.S. District Court for the Western District of New York entered the final judgment as to the Company, and on January 17, 2024 entered the final judgments as to Mr. Knight and Mr. Holthausen, concluding this litigation. The Company paid the first tranche of $8.5 million in January 2024 and will accrue interest on unpaid amounts due after 30 days of the entry of the final judgment at a rate equal to the weekly average 1-year constant maturity Treasury yield, as published by the Board of Governors of the Federal Reserve System. 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. Accordingly, $1.2 million included in those Hyzon Europe's bank accounts are recorded as restricted cash in the Consolidated Balance Sheets. The complaint seeks damages from Hyzon Europe totaling €4.6 million (approximately $5.1 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. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans Equity Incentive Plan In January 2020, Legacy Hyzon adopted the 2020 Stock Incentive Plan (the “2020 Plan”) under which employees, directors, and consultants may be granted various forms of equity incentive compensation including incentive and non-qualified options. The 2020 Plan was terminated in connection with the Business Combination in July 2021, and Legacy Hyzon will not grant any additional awards under the 2020 Plan. Any ungranted shares under the 2020 plan expired. However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under it. On June 24, 2021, the 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the Board of Directors, and subsequently approved by the stockholders on July 15, 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs and performance awards to the Company’s employees, directors, and consultants. In connection with the Business Combination, 21,339,493 shares of Class A common stock subject to outstanding equity awards granted under the 2020 Plan were converted into equity awards under the 2021 Plan. As of December 31, 2023, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan is 11.9 million shares. The number of shares of common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the lesser of (A) two and one-half percent of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board of Directors. Stock Options, RSUs, and PSUs 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 Weighted Weighted Aggregate Number of Weighted Number of PSUs Weighted 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 9,664,681 $ 0.94 2,265,283 $ 0.95 Exercised or released (16,000) $ 1.13 (741,444) $ 2.77 — $ — Forfeited/Cancelled (6,008,581) $ 2.28 (1,509,092) $ 2.73 — $ — Outstanding at December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Vested and expected to vest, December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Exercisable and vested at December 31, 2023 12,928,626 $ 1.18 11.09 — — — — — For all employees other than executives described below, option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of the grant. The awards generally have a five-year contractual term. The option period and provisions for each option granted are determined at the time of the grant, but generally vest a portion on the date of grant and then ratably each anniversary after issuance over a 5-year period of continuous service. Option awards for the Board of Directors generally have a 10-year contractual term and vest over one 2023 2022 Expected term of options (years) 1.0 to 3.0 1.0 to 3.0 Risk free interest rate 4.5 to 5.5% 1.6 to 3.1% Volatility 91 % 90 % Expected dividend $ 0.00 $ 0.00 As of December 31, 2023, there was $0.8 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.57 years. RSUs granted under the Company's equity incentive plans typically vest over a four 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 PSUs is determined based upon the stock price on the date of grant. As of December 31, 2023, unrecognized compensation costs related to unvested PSUs of $1.8 million is expected to be recognized over a remaining weighted average period of 2.49 years. Former Executives’ Awards On November 12, 2020, included in the stock options discussed above, 11,075,000 options were granted to the Company’s former Executive Chairman which vest in two equal tranches and have a contractual term of 15 years. The first tranche vested on the grant date, are immediately exercisable, have an exercise price of $1.13 per share. The second tranche was forfeited in August 2023 upon the former Executive Chairman's resignation from the Company’s board of directors. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [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 December 31, 2023 and 2022, there were 245,081,497 and 244,509,208 shares of Class A common stock issued and outstanding, respectively. Warrants As of December 31, 2023 and 2022, there were 11,013,665 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,028,165 warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth anniversary of the completion of the Company’s Business Combination, (ii) their redemption or (iii) the liquidation of the Company. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and • if, and only if, the last reported sale price of the Company’s common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the notice of redemption is given. Once the warrants become exercisable, the Company may redeem the outstanding warrants for common stock: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the notice of redemption is given; and • if the last sale price of the Company’s common stock on the trading day prior to the date on which the notice of redemption is given is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The terms of the Private Placement Warrants are identical to the Public Warrants as described above, except that the Private Placement Warrants are not redeemable (except as described above) so long as they are held by the sponsor or its permitted transferees. The Public Warrants are classified as equity and subsequent remeasurement is not required. The Private Placement Warrants are classified as liabilities and are initially recorded at their fair value, within warrant liability in the Consolidated Balance Sheets, and remeasured at each subsequent reporting date. Changes in the fair value of these instruments are recognized within Change in fair value of warrant liabilities in the Consolidated Statements of Operations and Comprehensive Loss. The fair value of the Private Placement Warrants on July 16, 2021, in the amount of $19.4 million was recorded as a Warrant liability and a reduction to Additional paid-in capital in the Consolidated Balance Sheets. The change in fair value for the years ended December 31, 2023 and 2022, in the amount of $1.0 million and $14.1 million, respectively, is recorded as a reduction in Warrant liability in the Consolidated Balance Sheets and a gain from change in fair value of warrant liability in the Consolidated Statements of Operations and Comprehensive Loss. Ardour Subscription Agreement In connection with the execution of the February 8, 2021 Business Combination Agreement, DCRB, ACP Mgmt Corp., Ardour Capital Investment LLC (“Ardour”) and Hyzon entered into a subscription agreement (the “Ardour Subscription Agreement”), pursuant to which ACP Mgmt Corp. agreed, in full satisfaction of Ardour’s right to receive a warrant to purchase shares of Legacy Hyzon common stock for its services as a financial advisor to Hyzon, to purchase, and DCRB agreed to sell to ACP Mgmt Corp., such number of warrants exercisable for one share of Class A common stock at an exercise price of $2.20 (the “Ardour Warrants”), subject to the terms of the warrant agreement, dated as of July 16, 2021, by and between DCRB and Continental Stock Transfer & Trust Company (the “Ardour Warrant Agreement”), equal to (x) 184,000 multiplied by (y) the Exchange Ratio. On the close date of the Business Combination, a total of 326,048 Ardour Warrants were issued to Ardour. Such warrants are governed by and exercisable subject to the terms and conditions of the Ardour Warrant Agreement. The Ardour Warrants are equity classified and accounted for under ASC 718, as they relate to advisory services provided to the Company. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $2.20 per share, subject to adjustment per the Ardour Warrant Agreement. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth anniversary of the completion of the Business Combination, (ii) the liquidation of the Company or (iii) their redemption. During the year ended December 31, 2023 there were no cashless exercises of Ardour Warrants. As of December 31, 2023 and 2022, there were 170,048 Ardour Warrants outstanding, respectively. Share Repurchase related to Divestiture of Hyzon Guangdong On December 27, 2022, together with the execution of the Hyzon Guangdong divestiture, the Company entered into a share buyback agreement and repurchased 3.8 million shares of common stock from Hymas in exchange for $6.4 million in cash. Hongyun Warrants |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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. Under the Horizon IP Agreement, JS Horizon assigned to the Company a joint ownership interest in certain intellectual property rights previously developed by JS Horizon (“Background IP”), and each of Hyzon and JS Horizon granted to the other, within such other party’s field of use, exclusive licenses under their respective joint ownership rights in the Background IP, as well as their rights in improvements made in the future with respect to such Background IP. Under that agreement, the Company also grants JS Horizon a perpetual non-exclusive license under certain provisional patent applications (and any patents issuing therefrom), as well as improvements thereto. On September 27, 2021, the Horizon IP Agreement was amended to add Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) as a party. Under the terms of the Horizon IP Agreement, the Company paid JS Horizon and JS Powertrain $10.0 million as consideration for the rights it receives under the Background IP and improvements thereto. Of this sum, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022. The Company and Horizon signatories entered into a Second Amendment (the “Second Amendment”) to the Horizon IP Agreement 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 The Company made deposit payments to Horizon and its subsidiaries to secure certain fuel cell components . The Company has cancelled certain orders that were previously made against this deposit balance, and the parties reached a resolution with Horizon and its affiliates and recorded a contract cancellation loss of $1.6 million in the Selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023. As of December 31, 2023, the remaining deposit balance was $2.9 million and included within Prepaid expenses and other current assets in the Consolidated Balance Sheets. Certain employees of Horizon and its subsidiaries provide research and development, staff training, and administrative services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of a pproximately $1.0 million is recorded in the Company’s Consolidated Statements of Operations and Comprehensive Loss related to such services for the year ended December 31, 2022. There were no such activities for the year ended December 31, 2023. As of December 31, 2023, the related party payable, net to Horizon and its subsidiaries is $0.3 million. As of December 31, 2022, the related party receivable, net from Horizon and its subsidiaries was $6.1 million, primarily related to the divestiture of Hyzon Guangdong. In April 2023, the Company received $6.4 million to settle the related party receivable associated with the divestiture of Hyzon Guangdong. Holthausen and Affiliates The Company entered into a joint venture agreement in October 2020 to create Hyzon Europe with Holthausen Clean Technology Investments B.V. (“Holthausen”). In December 2022, the Company acquired the remaining 49.5% of the equity interests of Hyzon Europe from Holthausen. The Company paid €3.5 million (approximately $3.7 million in USD) in addition to €1.0 million (approximately $1.1 million in USD) paid in December 2021. As part of this transaction, the Company also transferred various inventory items to, and settled open related party balances with, Holthausen. In addition, the Company reassigned all of the assumed upfit service contracts, including after-sales obligations, back to Holthausen Clean Technology B.V. The Company now holds 100% ownership in Hyzon Europe. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per Share The following table presents the information used in the calculation of the Company’s basic and diluted net loss per share attributable to Hyzon common stockholders (in thousands, except per share data): December 31, 2023 December 31, 2022 Net loss attributable to Hyzon $ (184,042) $ (32,186) Weighted average shares outstanding: Basic 244,774 248,040 Effect of dilutive securities — — Diluted 244,774 248,040 Net loss per share attributable to Hyzon: Basic $ (0.75) $ (0.13) Diluted $ (0.75) $ (0.13) Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is antidilutive. The potential dilutive securities are summarized as follows (in thousands): December 31, 2023 December 31, 2022 Restricted stock units 13,682 6,268 Performance stock units 2,265 — Stock options with service conditions 13,001 12,227 Stock options for former CTO 1,772 1,772 Stock options with market and performance conditions — 5,538 Private placement warrants 8,015 8,015 Public warrants 11,014 11,014 Earnout shares 23,250 23,250 Hongyun warrants 31 31 Ardour warrants 170 170 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various non-cancellable operating and finance lease agreements for certain offices, warehouses, R&D and manufacturing locations, equipment and vehicles worldwide. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The following table presents supplemental balance sheet information related to leases (in thousands): December 31, December 31, Operating leases: Operating lease right-of-use assets $ 4,741 $ 9,181 Operating lease liabilities $ (7,554) $ (9,387) Finance leases: Finance lease right-of-use assets $ — $ — Finance lease liabilities $ — $ (237) Weighted average remaining lease term: Operating leases 5.5 years 6.0 years Finance leases — 0.4 years Weighted average discount rate: Operating leases 5.5 % 5.6 % Finance leases — % 7.0 % The components of the lease expenses are as follows (in thousands): Year Ended Year Ended Operating lease cost $ 2,377 $ 2,596 Variable lease (benefit) cost 44 $ (45) Finance lease cost: Amortization of right-of-use assets — 332 Interest on lease liabilities 3 31 Short-term lease cost 960 374 Total lease cost $ 3,384 $ 3,288 Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Year Ended Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,516 $ 2,484 Operating cash flows from finance leases $ 3 $ 31 Financing cash flows from finance leases $ 237 $ 417 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 211 $ 2,035 Finance leases $ — $ — The maturities of operating liabilities (excluding short-term leases) are as follows (in thousands): December 31, Operating 2024 $ 2,186 2025 1,782 2026 1,366 2027 769 2028 and thereafter 2,622 Total minimum lease payments 8,725 Less: imputed interest 1,171 Present value of lease obligations 7,554 Less: current portion 1,821 Long-term portion of lease obligations $ 5,733 |
Leases | Leases The Company has entered into various non-cancellable operating and finance lease agreements for certain offices, warehouses, R&D and manufacturing locations, equipment and vehicles worldwide. The Company determines if an arrangement is a lease, or contains a lease, at inception and records the leases in the consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The following table presents supplemental balance sheet information related to leases (in thousands): December 31, December 31, Operating leases: Operating lease right-of-use assets $ 4,741 $ 9,181 Operating lease liabilities $ (7,554) $ (9,387) Finance leases: Finance lease right-of-use assets $ — $ — Finance lease liabilities $ — $ (237) Weighted average remaining lease term: Operating leases 5.5 years 6.0 years Finance leases — 0.4 years Weighted average discount rate: Operating leases 5.5 % 5.6 % Finance leases — % 7.0 % The components of the lease expenses are as follows (in thousands): Year Ended Year Ended Operating lease cost $ 2,377 $ 2,596 Variable lease (benefit) cost 44 $ (45) Finance lease cost: Amortization of right-of-use assets — 332 Interest on lease liabilities 3 31 Short-term lease cost 960 374 Total lease cost $ 3,384 $ 3,288 Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Year Ended Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,516 $ 2,484 Operating cash flows from finance leases $ 3 $ 31 Financing cash flows from finance leases $ 237 $ 417 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 211 $ 2,035 Finance leases $ — $ — The maturities of operating liabilities (excluding short-term leases) are as follows (in thousands): December 31, Operating 2024 $ 2,186 2025 1,782 2026 1,366 2027 769 2028 and thereafter 2,622 Total minimum lease payments 8,725 Less: imputed interest 1,171 Present value of lease obligations 7,554 Less: current portion 1,821 Long-term portion of lease obligations $ 5,733 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Nasdaq Notices On January 23, 2024, the Company received a new letter from The Nasdaq Stock Market notifying the Company that it no longer complies with the Bid Price Rule for continued listing on The Nasdaq Capital Market. The Bid Price Rule requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq's Compliance Period Rule provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has no immediate effect on the listing of the Company’s Common Stock, which continues to trade on The Nasdaq Capital Market under the symbol “HYZN.” In accordance with the Compliance Period Rule, the Company has 180 calendar days to regain compliance. If, at any time before the end of this 180-day period, or through July 22, 2024, the closing bid price of the Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to the Staff’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H), the Staff will provide written notification that the Company has achieved compliance with the Bid Price Rule. If the Company does not regain compliance during this 180-day period, then the Staff may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency during the second compliance period, which may include, if necessary, implementing a reverse stock split. The Company will continue to monitor the closing bid price of its common stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss attributable to Hyzon | $ (184,042) | $ (32,186) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements reflect the Company’s accounts and operations, those of its wholly-owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. In accordance with the provisions of ASC 810, Consolidation |
Use of Estimates | Use of Estimates The consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Information | Segment Information |
Reclassifications | Reclassifications Certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the consolidated financial statements and the accompanying notes. |
Revenue | Revenue The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"). Revenue is based on the amount of transaction price to which the Company is entitled, subject to the allocation of the transaction price to distinct performance obligations. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration for which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of the Company's arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories has transferred to the customer as an expense in cost of revenue. Product Sales The Company enters into sales contracts with customers for the sale of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The Company considers order confirmations or purchase orders, which in some cases are governed by master vehicle supply agreements, to be contracts with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of product(s) or service to a customer. On standard vehicle sales contracts, revenue is recognized at a point in time when customers obtain control of the vehicle, which among other indicators, is generally when transfer of title and risks and rewards of ownership of goods have passed and when the Company has a present right to payment. The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. Provisions for warranties are made at the time of sale. Sales, value-added, and other taxes collected concurrent with revenue producing activities are excluded from revenue. Payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company granted extended payment terms to customers, which resulted in the Company concluding collection of all of the consideration under the contract is not probable. As a result, the contract existence criteria under ASC 606 is not met and revenue is recognized to the extent of consideration received provided the amounts are non-refundable, the Company has transferred control of the goods or services to which the consideration relates, the Company has stopped transferring goods or services, and there is no obligation to transfer additional services ("Alternative Method for Revenue Recognition"). Revenue is recognized under the Alternative Method of Revenue Recognition, which may not be in the same period that control of the related goods is transferred to the customers (see Note 3. Revenue). Upfit Services The Company also enters into contracts with customers to upfit internal combustion engine vehicles to FCEVs. In general, the customer controls any work in process arising from the Company’s performance; and the Company has in effect agreed to sell its rights to the work as it performs on a continuous basis. Revenue from these contracts is generally recognized over time utilizing an input method. Under the input method, the extent of progress towards completion is measured based on the ratio of normal costs incurred to date to the total estimated costs at completion of the performance obligation. Unexpected amounts of wasted materials, labor or other resources are excluded from the cost-to-cost measure of progress. The Company believes that this method is the most accurate representation of the Company's performance, because it directly measures the value of the services transferred to the customer over time as the Company incurs costs on its contracts. Contract costs include all direct materials, labor, and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. The Company continually evaluates its estimates of total contract costs based on available information and experience. Leasing In certain contracts with customers to provide upfit services including installation of the fuel cell powertrain, the Company may offer certain trade-in and buyback options of FCEVs to its end customer who purchase upfit services. Under these programs, the Company receives full payment shortly after the upfit FCEV is delivered, and its end customer subsequently has the option to trade-in for credit or sell the FCEV back for cash during an agreed upon period and for a predetermined value. Contracts with the option to trade-in or return a FCEV are accounted for as an operating lease in accordance with ASC 842 Leases (“ASC 842”) when its end customer has a significant economic incentive to exercise the trade-in or buyback option at contract inception. The estimate of the end customer’s economic incentive to trade-in or return the FCEV includes a comparison between the FCEV’s estimated market value at the time the option is exercisable and the predetermined value offered in the contract. The Company records operating lease revenue and depreciation expense for the leased assets, i.e., installed fuel cell powertrain, on a straight-line basis over the lease term. At the end of the lease, if the trade-in or buyback option is not exercised, the buyback liability will be recognized as revenue. |
Accounts Receivable and Unbilled Receivable | Accounts Receivable and Unbilled Receivable |
Concentration of Supply Risk | Concentration of Supply Risk |
Warranties | Warranties In most cases, products that customers purchase from the Company are covered by a one |
Leases | Leases The Company accounts for leases in accordance with ASC 842. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right-of-use ("ROU") asset and a lease liability (i.e., finance obligation) at the lease commencement date. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date and is subsequently measured at amortized cost using the effective interest method. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company has operating or finance leases for office space, research and development space, warehouse and manufacturing space. For finance leases, lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset results in straight-line rent expense over the lease term. The lease term for all of the Company’s leases includes the noncancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. Lease payments included in the measurement of the lease liability comprise fixed payments, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. The Company has elected not to recognize leases with original lease terms of 12 months or less (“short-term leases”) in the Company’s balance sheet. Operating Lease Assets |
Cash & Restricted Cash, Cash Equivalents | Cash and Restricted Cash Cash includes cash held in banks. The Company deposits its cash with high credit quality institutions to minimize credit risk exposure. Cash Equivalents |
Short-Term Investments | Short-term Investments The Company has short-term investments in marketable debt securities with an original maturity of greater than three months, but less than one year. These securities include certificates of deposit, commercial paper, corporate debt, foreign government bonds, and U.S. Treasury bills. The Company may sell these marketable debt securities prior to their stated maturities depending upon changing liquidity requirements. The Company’s marketable debt securities have been classified and accounted for as available-for-sale (“AFS”) marketable securities in accordance with ASC 326, Financial Instruments - Credit Losses . AFS securities are recorded at fair value as of each balance sheet date, with unrealized gains or losses included in Comprehensive loss and as a component of the Consolidated Statements of Operations and Comprehensive Loss. Gains and losses as a result of sales or maturity of securities are reclassified from previously unrealized gains and losses on short-term investments in Accumulated other comprehensive loss to Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss. |
Inventory | Inventory |
Property, Plant, and Equipment | Property, Plant, and Equipment |
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. The Company does not have control and does not have the ability to exercise significant influence over operating and financial policies of these entities. The investments do not have readily determinable fair value and thus the investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. Gain (loss) on equity securities are recorded in Other income (expense) on the Consolidated Statements of Operations and Comprehensive Loss (see Note 9. Investments in Equity Securities). |
Investments in Non-consolidated Affiliates | Investments in Non-consolidated Affiliates Equity method investments are recorded at original cost and adjusted periodically to recognize (i) the Company’s proportionate share of the investees’ net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to fair value. The Company assesses the potential impairment of equity method investments and determines fair value based on valuation methodologies, as appropriate, including the present value of estimated future cash flows, estimates of sales proceeds, and market multiples. If an investment is determined to be impaired and the decline in value is other than temporary, a write-down is recorded as appropriate. The Company recognizes its investments within Equity method investments in the Consolidated Balance Sheets and its equity in the investees' earnings (losses) on a one quarter lag in Foreign currency exchange loss and other expense, net in the Consolidated Statements of Operations and Comprehensive Loss (see Note 10. Investments in Non-consolidated Affiliates). |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are categorized, based on the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities and lowest priority to unobservable inputs. Observable market data, when available, is required to be used in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement (see Note 13. Fair Value Measurements). |
Warrant Liabilities | Warrant liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss (see Note 16. Stockholders' Equity). |
Earnout liability | Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations (“ASC 805”) the Company determined that the initial fair value of the earnout shares should be recorded as a liability with the offset recorded to additional paid-in capital and with subsequent changes in fair value recorded in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss at each reporting period. The earnout shares to other holders of outstanding equity awards are accounted for under ASC 718, Stock Compensation (“ASC 718”), as these earnout shares are compensatory in nature, and relate to services provided or to be provided to the Company. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely than not that such assets will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting for uncertainty in tax positions. This interpretation requires that an entity recognizes in its consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the Consolidated Statements of Operations and Comprehensive Loss (see Note 12. Income Taxes). |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional and reporting currency of each of the Company’s foreign subsidiaries is determined based on the primary currency in which they operate and appropriate economic factors. For the translation from the applicable foreign currencies to U.S. dollars, period-end exchange rates are utilized for balance sheet accounts and weighted average exchange rates for each period for revenue and expense accounts. The cumulative translation adjustments are recognized as a component of Accumulated other comprehensive loss. For all transactions denominated in a currency other than a subsidiary’s functional currency, exchange rate gains and losses are recognized in earnings in the period incurred. Net foreign currency transaction losses of $1.1 million and $0.5 million were recorded for the years ended December 31, 2023 and 2022, respectively. These amounts are recorded in Foreign currency exchange loss and other expense, net in the Consolidated Statements of Operations and Comprehensive Loss. |
Stock-based Compensation | Stock-based Compensation Incentive plans that provide for the granting of stock-based compensation to employees, directors, and consultants are described in Note 15. Stock-based Compensation Plans. The Company recognizes compensation expense for its stock-based compensation programs, which can include stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance stock units (“PSUs”). The fair value of stock option awards with only service and/or performance conditions is estimated on the grant or offering date using the Black-Scholes option-pricing model. Assumptions used to estimate compensation expense include fair value of common stock, expected price volatility of common stock, expected term, risk-free interest rates, and expected dividend yield. The fair value of RSUs is measured on the grant date based on the closing fair market value of the Company's common stock. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, net of actual forfeitures in the period. |
Research and Development | Research and Development |
Selling, General and Administrative Expense | Selling, General, and Administrative Expense |
Comprehensive Income (Loss) | Comprehensive Income (Loss) |
Variable Interest Entity Arrangements | Variable Interest Entity Arrangements The Company performs both qualitative and quantitative analysis of its variable interests, including loans, guarantees, and equity investments, to determine if the Company has any variable interests in VIEs. Qualitative analysis is based on an evaluation of the design of the entity, its organizational structure including decision making ability, and financial agreements. Quantitative analysis is based on the entity’s forecasted cash flows. U.S. GAAP requires a reporting entity to consolidate a VIE when the reporting entity has a variable interest that provides it with a controlling financial interest in the VIE. The entity that consolidates a VIE is referred to as the primary beneficiary of that VIE. The Company uses qualitative and quantitative analyses to determine if it is the primary beneficiary of VIEs. On October 18, 2021, the Company’s wholly-owned subsidiary, Hyzon Motors Technology (Shanghai) Co., Ltd. (“Hyzon China”) entered into a joint venture agreement (the “Foshan JV Agreement”) with Foshan Zhongbang Earthwork Engineering Co., Ltd. (“FSZB”) and a private citizen of People’s Republic of China (together referred to as the “Foshan JV Shareholders”) forming Foshan Hyzon New Energy Technology Co., Ltd. (“Hyzon Foshan”). Hyzon Foshan engages in the commercial sales, operation, leasing and promotion of fuel cell muck-truck, mixer-truck and other construction vehicles within Foshan City, Guangdong Province. Hyzon, FSZB, and the private citizen shareholder have a 51.0%, 44.0%, and 5.0% interest in the equity of Hyzon Foshan, respectively. The Company determined it is the primary beneficiary of Hyzon Foshan, with 51.0% control of shareholder voting, thereby giving the Company the power to direct activities of Hyzon Foshan. The Company also has exposure to the losses of the entity and the right to receive benefits from the entity that could potentially be significant to the entity as a result of its equity interest. The Consolidated Balance Sheets after elimination of any intercompany transactions and balances include assets of $0.3 million as of December 31, 2023 and 2022, respectively, and de minimis liabilities as of December 31, 2023 and 2022, respectively. The noncontrolling interest represents the other joint venture partners’ ownership interest in Hyzon Foshan. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) by the weighted average number of common shares and all potential common shares outstanding, unless the impact would be anti-dilutive, during each period presented. The diluted net income (loss) per share attributable to common stockholders’ calculation recognizes the dilution that would occur if stock options, other stock-based awards or other contracts to issue common stock were exercised or converted into shares using the treasury stock method (see Note 18. Loss per Share). |
Subsequent Events | Subsequent Events |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued accounting pronouncements not yet adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures, to update reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Property, plant, and equipment, net consisted of the following (in thousands): December 31, December 31, Land and building $ 2,823 $ 2,818 Machinery and equipment 12,420 15,832 Software 3,403 2,350 Leasehold improvements 3,306 2,123 Construction in progress 2,652 2,499 Total Property, plant, and equipment 24,604 25,622 Less: Accumulated depreciation and amortization (6,035) (3,202) Property, plant and equipment, net $ 18,569 $ 22,420 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable | Significant changes in the contract liabilities balances are as follows (in thousands): December 31, 2023 December 31, 2022 Contract liabilities - beginning of period $ 5,820 $ 11,865 Increases during the period 6,268 287 Revenue recognized during the period included in contract liability balance (295) (3,670) Net changes in liability for pre-existing contracts including refunds of customer payments — (2,088) Impact of foreign currency translation 42 (574) Contract liabilities - end of period $ 11,835 $ 5,820 |
Restructuring and Related Cha_2
Restructuring and Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Costs by type associated with the Restructuring Program consisted of the following (in thousands): Year Ended Year Ended Asset-related $ 7,396 $ — Employee-related 369 — Total $ 7,765 $ — |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventory consisted of the following (in thousands): December 31, 2023 December 31, 2022 Raw materials $ 11,380 $ 24,862 Work in process 9,918 10,691 Finished Goods 7,513 — Total inventory $ 28,811 $ 35,553 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Deposit for fuel cell components (Note 17) $ 2,927 $ 6,092 Vehicle inventory deposits 262 2,074 Production equipment deposits 623 235 Other prepaid expenses 1,333 1,877 Prepaid insurance 3,827 3,201 VAT receivable from government 363 1,886 Total prepaid expenses and other current assets $ 9,335 $ 15,365 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Years Buildings and improvements 30 years Leasehold improvements 5 years Machinery and equipment 3 - 7 years Software 3 - 5 years Vehicles 5 years Property, plant, and equipment, net consisted of the following (in thousands): December 31, December 31, Land and building $ 2,823 $ 2,818 Machinery and equipment 12,420 15,832 Software 3,403 2,350 Leasehold improvements 3,306 2,123 Construction in progress 2,652 2,499 Total Property, plant, and equipment 24,604 25,622 Less: Accumulated depreciation and amortization (6,035) (3,202) Property, plant and equipment, net $ 18,569 $ 22,420 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, December 31, Payroll and payroll related expenses $ 5,261 $ 4,638 Accrued professional fees 2,411 10,016 Accrued product warranty costs 840 942 Accrued contract manufacturer costs 1,424 1,409 Accrued contract termination costs (Note 14) 470 2,688 Accrued Orten cancellation costs (Note 1) — 1,192 Accrued SEC settlement (Note 14) 17,000 — Other accrued expenses 2,710 4,702 Accrued liabilities $ 30,116 $ 25,587 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (2,448) Carrying amount, end of period $ 763 $ 15,030 The following table summarizes unrealized gain and impairment recorded in Other income (expense) in the Consolidated Statements of Operations and Comprehensive Loss, which are included as adjustments to the carrying value of equity securities (in thousands): Year Ended Year Ended Unrealized gain on equity securities $ — $ 12,530 Impairment (14,267) (2,448) Total unrealized gain and impairment on equity securities $ (14,267) $ 10,082 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of short-term investments | The following table summarizes the Company's short-term investments as of December 31, 2022 (in thousands): 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 (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes is summarized as follows (in thousands): December 31, 2023 December 31, 2022 U.S. $ (129,862) $ 12,388 Non-U.S. (54,656) (66,375) Total $ (184,518) $ (53,987) |
Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate | A reconciliation of the Company’s effective income tax rate is as follows: December 31, December 31, Federal tax at a statutory rate 21.0% 21.0% Earnings taxed at other than Federal statutory rate 1.5 5.4 Section 162(m) — (0.2) Change in fair value of private warrants 0.1 5.5 Change in fair value of earnout liability 1.1 36.1 SEC settlement (2.9) — R&D and state credits 1.6 1.2 Other (0.4) 0.5 Change in valuation allowance (21.7) (70.5) Income tax provision benefit (expense) 0.3% (1.0)% |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities are summarized as follows (in thousands): December 31, December 31, Deferred income tax assets: Net operating loss carryforwards $ 71,259 $ 47,817 Revenue recognition basis differences 4,021 4,118 Stock-based compensation 1,751 957 Lease liabilities 1,858 2,288 Tax basis in acquired IP 1,870 1,930 Capitalized research and development 12,341 3,796 Other accruals and reserves 4,230 3,745 Federal R&D credit 3,645 680 Investments in Raven SR 369 — Valuation allowance (99,879) (60,343) Deferred income tax assets - total 1,465 4,988 Deferred income tax liabilities: Investments in Raven SR — (2,708) Property and equipment (381) (606) ROU assets (1,084) (2,200) Deferred income tax liabilities - total (1,465) (5,514) Deferred income tax liabilities, net $ — $ (526) |
Summary of Valuation Allowances | The following table summarizes the activity related to the Company’s valuation allowances (in thousands): December 31, December 31, Valuation Allowances - beginning of period $ 60,343 $ 23,005 Increase in reserve, net of foreign currency exchange impact 39,536 37,338 Valuation Allowances - end of period $ 99,879 $ 60,343 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ 75,312 $ — $ — $ 75,312 Liabilities: Warrant liability – Private Placement Warrants $ — $ 160 $ — $ 160 Earnout shares liability — — 1,725 1,725 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 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: December 31, 2023 December 31, 2022 Stock price $ 0.90 $ 1.55 Risk-free interest rate 4.1 % 4.2 % Volatility 91.0 % 92.0 % Remaining term (in years) 2.54 3.54 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the year ended December 31, 2023 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2022 $ 1,122 $ 10,927 Change in estimated fair value (962) (9,202) Balance as of December 31, 2023 $ 160 $ 1,725 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Based Compensation Stock Options Activity and Restricted Stock Units Award 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 Weighted Weighted Aggregate Number of Weighted Number of PSUs Weighted 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 9,664,681 $ 0.94 2,265,283 $ 0.95 Exercised or released (16,000) $ 1.13 (741,444) $ 2.77 — $ — Forfeited/Cancelled (6,008,581) $ 2.28 (1,509,092) $ 2.73 — $ — Outstanding at December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Vested and expected to vest, December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Exercisable and vested at December 31, 2023 12,928,626 $ 1.18 11.09 — — — — — |
Schedule of Assumptions to Estimate Fair Value of Stock Options | The following table discloses the assumptions, or range of assumptions, utilized for stock options for each of the grant years as follows: 2023 2022 Expected term of options (years) 1.0 to 3.0 1.0 to 3.0 Risk free interest rate 4.5 to 5.5% 1.6 to 3.1% Volatility 91 % 90 % Expected dividend $ 0.00 $ 0.00 |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | December 31, 2023 December 31, 2022 Net loss attributable to Hyzon $ (184,042) $ (32,186) Weighted average shares outstanding: Basic 244,774 248,040 Effect of dilutive securities — — Diluted 244,774 248,040 Net loss per share attributable to Hyzon: Basic $ (0.75) $ (0.13) Diluted $ (0.75) $ (0.13) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential dilutive securities are summarized as follows (in thousands): December 31, 2023 December 31, 2022 Restricted stock units 13,682 6,268 Performance stock units 2,265 — Stock options with service conditions 13,001 12,227 Stock options for former CTO 1,772 1,772 Stock options with market and performance conditions — 5,538 Private placement warrants 8,015 8,015 Public warrants 11,014 11,014 Earnout shares 23,250 23,250 Hongyun warrants 31 31 Ardour warrants 170 170 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | The following table presents supplemental balance sheet information related to leases (in thousands): December 31, December 31, Operating leases: Operating lease right-of-use assets $ 4,741 $ 9,181 Operating lease liabilities $ (7,554) $ (9,387) Finance leases: Finance lease right-of-use assets $ — $ — Finance lease liabilities $ — $ (237) Weighted average remaining lease term: Operating leases 5.5 years 6.0 years Finance leases — 0.4 years Weighted average discount rate: Operating leases 5.5 % 5.6 % Finance leases — % 7.0 % |
Schedule of Components of Lease Cost | The components of the lease expenses are as follows (in thousands): Year Ended Year Ended Operating lease cost $ 2,377 $ 2,596 Variable lease (benefit) cost 44 $ (45) Finance lease cost: Amortization of right-of-use assets — 332 Interest on lease liabilities 3 31 Short-term lease cost 960 374 Total lease cost $ 3,384 $ 3,288 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows (in thousands): Year Ended Year Ended Cash paid for amount included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,516 $ 2,484 Operating cash flows from finance leases $ 3 $ 31 Financing cash flows from finance leases $ 237 $ 417 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 211 $ 2,035 Finance leases $ — $ — |
Schedule of Maturities of Lease Liabilities | The maturities of operating liabilities (excluding short-term leases) are as follows (in thousands): December 31, Operating 2024 $ 2,186 2025 1,782 2026 1,366 2027 769 2028 and thereafter 2,622 Total minimum lease payments 8,725 Less: imputed interest 1,171 Present value of lease obligations 7,554 Less: current portion 1,821 Long-term portion of lease obligations $ 5,733 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands, € in Millions, shares in Millions | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
Dec. 27, 2022 shares | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Net cash used in operating activities | $ 135,606 | $ 149,097 | |||||||
Net loss | (184,026) | (54,513) | |||||||
Accumulated deficit | $ (58,598) | $ (58,598) | (242,640) | (58,598) | |||||
Cash and cash equivalents | 60,554 | 60,554 | 112,280 | 60,554 | |||||
Restricted cash | 6,200 | 6,200 | $ 5,800 | 6,200 | |||||
Number of operating segments | segment | 1 | ||||||||
Number of reportable segments | segment | 1 | ||||||||
Loss on contract termination | $ 1,600 | ||||||||
Share buyback agreement, shares repurchased | $ 6,446 | ||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hyzon Guangdong Disposal Group | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Proceeds from divestiture | 3,100 | ||||||||
Difference between consideration received and book value | 800 | ||||||||
Share buyback agreement, shares repurchased (in shares) | shares | 3.8 | ||||||||
Share buyback agreement, shares repurchased | $ 6,400 | ||||||||
Share buyback agreement, cash paid for intercompany balances | $ 3,300 | ||||||||
Share buyback agreement, cash paid | $ 3,100 | ||||||||
Orten Holding GmbH | |||||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||||
Percentage of voting interests expected to be acquired | 100% | ||||||||
Loss on contract termination | $ 8,400 | € 8.5 | |||||||
Contract termination fee, cash paid | 6,100 | 6.1 | $ 4,900 | € 5 | |||||
Contract termination, equipment transferred, value | $ 2,300 | € 2.4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | 14 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Line Items] | |||
Allowance for credit losses on accounts receivable current | $ 0 | $ 0 | $ 0 |
Restricted cash | 5,800,000 | 6,200,000 | 6,200,000 |
Cash equivalents: | 75,300,000 | 28,100,000 | 28,100,000 |
Foreign currency exchange loss and other expense, net | (1,100,000) | (500,000) | |
Assets | 191,135,000 | $ 374,896,000 | $ 374,896,000 |
Variable Interest Entity, Primary Beneficiary | |||
Accounting Policies [Line Items] | |||
Variable interest entity, percentage ownership | 51% | ||
Hyzon Foshan New Energy Technology | |||
Accounting Policies [Line Items] | |||
Assets | $ 300,000 | ||
Hyzon Foshan New Energy Technology | Foshan Zangbong | |||
Accounting Policies [Line Items] | |||
Variable interest entity, percentage ownership | 44% | ||
Hyzon Foshan New Energy Technology | Foshan JV Shareholders | |||
Accounting Policies [Line Items] | |||
Variable interest entity, percentage ownership | 5% | ||
Hyzon Automotive Technology Company Limited | Hyzon Foshan New Energy Technology | |||
Accounting Policies [Line Items] | |||
Variable interest entity, percentage ownership | 51% | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Term of product warrant | 1 year | ||
Maximum | |||
Accounting Policies [Line Items] | |||
Term of product warrant | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary Depreciation is recorded on a straight-line basis over the shorter of the lease term (Details) | Dec. 31, 2023 |
Buildings and improvements | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 30 years |
Leasehold improvements | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Machinery and equipment | Minimum | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Machinery and equipment | Maximum | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 7 years |
Software | Minimum | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 3 years |
Software | Maximum | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Vehicles | |
Accounting Policies [Line Items] | |
Property plant and equipment useful life | 5 years |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Feb. 29, 2024 USD ($) | Sep. 30, 2022 fCEV | Dec. 31, 2023 USD ($) fCEV | Dec. 31, 2022 USD ($) | Dec. 31, 2021 fCEV | |
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 295 | $ 3,726 | |||
Operating lease revenue | 0 | ||||
Operating lease, depreciation | 0 | ||||
Contract liabilities | 8,872 | 3,919 | |||
Contract liability, long-term | 3,000 | $ 1,900 | |||
Remaining performance obligations | $ 14,800 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | ||||
Remaining performance obligation, percentage | 72% | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | |||||
Remaining performance obligation, percentage | 28% | ||||
Additional Customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of FCEVs delivered | fCEV | 20 | ||||
Top Customer One | Revenue Benchmark | Customer Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 100% | 67% | |||
Top Customer Two | Revenue Benchmark | Customer Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Concentration risk, percentage | 20.80% | ||||
CHINA | Subsequent Event | |||||
Disaggregation of Revenue [Line Items] | |||||
Settlement with Chinese customers | $ 1,100 | ||||
Hydrogen Fuel Cell Systems, FCEVs, & Retrofit Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 3,700 | ||||
Retrofit Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 1,000 | ||||
Retrofit Services | Contract with Customer, Liability, Current | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | 300 | ||||
Retrofit Services | Other Noncurrent Liabilities | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | 700 | ||||
Retrofit Services | Europe | |||||
Disaggregation of Revenue [Line Items] | |||||
Unbilled receivable | 1,300 | ||||
FCEV | Additional Customer | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 0 | ||||
Number of FCEVs delivered | fCEV | 20 | ||||
Cost of revenue | $ 2,900 | ||||
FCEV | CHINA | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 2,500 | ||||
Number of FCEVs delivered | fCEV | 62 | 62 | |||
FCEV | U.S. | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from contract with customer | $ 300 |
Revenue - Summary of Contract L
Revenue - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Contract Liabilities [Roll Forward] | ||
Contract liabilities - beginning of period | $ 5,820 | $ 11,865 |
Increases during the period | 6,268 | 287 |
Revenue recognized during the period included in contract liability balance | (295) | (3,670) |
Net changes in liability for pre-existing contracts including refunds of customer payments | 0 | (2,088) |
Impact of foreign currency translation | 42 | (574) |
Contract liabilities - end of period | $ 11,835 | $ 5,820 |
Restructuring and Related Cha_3
Restructuring and Related Charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2024 | |
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charges | $ 7,396 | $ 0 | |
Impairment of property and equipment | 1,316 | 1,416 | |
Disposal Group, Not Discontinued Operations | Rochester Facility | Forecast | Subsequent Event | |||
Restructuring Cost and Reserve [Line Items] | |||
Sale of Rochester facility | $ 3,100 | ||
Europe | |||
Restructuring Cost and Reserve [Line Items] | |||
Asset impairment charges | 4,600 | ||
Operating lease, impairment loss | 2,800 | ||
Impairment of property and equipment | 1,800 | $ 0 | |
Europe | Property, Plant and Equipment | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of property and equipment | 1,800 | ||
U.S. | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment of property and equipment | $ 2,800 |
Restructuring and Related Cha_4
Restructuring and Related Charges - Restructuring costs by type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Asset impairment charges | $ 7,396 | $ 0 |
Employee-related | 369 | 0 |
Total | $ 7,765 | $ 0 |
Inventory - Summary Inventory (
Inventory - Summary Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,380 | $ 24,862 |
Work in process | 9,918 | 10,691 |
Finished Goods | 7,513 | 0 |
Total inventory | $ 28,811 | $ 35,553 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory [Line Items] | ||
Inventory write-downs | $ 13,049 | $ 14,322 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit for fuel cell components (Note 17) | $ 2,927 | $ 6,092 |
Vehicle inventory deposits | 262 | 2,074 |
Production equipment deposits | 623 | 235 |
Other prepaid expenses | 1,333 | 1,877 |
Prepaid insurance | 3,827 | 3,201 |
VAT receivable from government | 363 | 1,886 |
Prepaid expenses and other current assets | $ 9,335 | $ 15,365 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 24,604 | $ 25,622 |
Less: Accumulated depreciation and amortization | (6,035) | (3,202) |
Property, plant and equipment, net | 18,569 | 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 | 12,420 | 15,832 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 3,403 | 2,350 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 3,306 | 2,123 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 2,652 | $ 2,499 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | $ 1,316 | $ 1,416 |
Amortization expense | 4,000 | 3,400 |
Europe | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | 1,800 | $ 0 |
U.S. | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | 2,800 | |
Property, Plant and Equipment | Research and Development Expense | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | 1,100 | |
Property, Plant and Equipment | Selling, General and Administrative Expenses | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | 200 | |
Property, Plant and Equipment | Europe | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | 1,800 | |
Property, Plant and Equipment | Other Than Europe | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | $ 1,300 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities [Abstract] | ||
Payroll and payroll related expenses | $ 5,261 | $ 4,638 |
Accrued professional fees | 2,411 | 10,016 |
Accrued product warranty costs | 840 | 942 |
Accrued contract manufacturer costs | 1,424 | 1,409 |
Accrued contract termination costs (Note 14) | 470 | 2,688 |
Accrued Orten cancellation costs (Note 1) | 0 | 1,192 |
Accrued SEC settlement (Note 14) | 17,000 | 0 |
Other accrued expenses | 2,710 | 4,702 |
Accrued liabilities | $ 30,116 | $ 25,587 |
Investments in Equity Securit_3
Investments in Equity Securities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||
Loss (gain) on equity securities | $ 14,267 | $ 2,448 | ||
Investments in equity securities | 763 | 15,030 | ||
Unrealized gain on equity securities | 0 | 12,530 | ||
Gain (loss) on equity securities | (14,267) | 10,082 | ||
Raven SR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss (gain) on equity securities | (14,300) | |||
Investments in equity securities | $ 800 | $ 2,500 | ||
Unrealized gain on equity securities | 12,500 | |||
Global NRG H2 Limited | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss (gain) on equity securities | $ (2,400) | |||
Equity Option | Raven SR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in equity securities | $ 8,500 | |||
Common Stock Class A | Raven SR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investments in equity securities | $ 6,500 |
Investments in Equity Securit_4
Investments in Equity Securities - Summary of equity securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Carrying value of equity securities: | ||
Total initial cost basis | $ 4,948 | $ 4,948 |
Adjustments: | ||
Cumulative unrealized gain | 12,530 | 12,530 |
Cumulative impairment | (16,715) | (2,448) |
Investments in equity securities | 763 | 15,030 |
Unrealized gains (losses): | ||
Unrealized gain on equity securities | 0 | 12,530 |
Impairment | (14,267) | (2,448) |
Total unrealized gain and impairment on equity securities | $ (14,267) | $ 10,082 |
Investments in Non-consolidat_2
Investments in Non-consolidated Affiliates - Additional Information (Detail) $ in Thousands | 1 Months Ended | |||
Feb. 29, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jul. 31, 2021 joint_venture | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of joint ventures | joint_venture | 2 | |||
Equity method investments | $ 8,382 | $ 8,500 | ||
Percentage of facility construction complete | 50% | |||
JSYS | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments ownership percentage | 40% | |||
JSHYS | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments ownership percentage | 25% | |||
JSHYS | Subsequent Event | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Sale of interest in joint venture | $ 100 | |||
Raven S1 Agreement | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 8,500 | |||
Equity method investment, expected investment remaining | 1,500 | |||
Equity method investment, expected total investment | $ 10,000 | |||
Equity method investment, expected total investment, percentage | 20% | |||
Jiushuang Joint Ventures and Raven SR S1 LLC | Minimum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments ownership percentage | 20% | |||
Jiushuang Joint Ventures and Raven SR S1 LLC | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments ownership percentage | 40% | |||
Jiushaung JVs | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Investment in joint venture | $ 0 |
Short-term Investments - Schedu
Short-term Investments - Schedule of short-term investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 193,513 | |
Unrealized Gains | 1,295 | |
Unrealized Losses | (33) | |
Short-term investments | $ 0 | 194,775 |
Certificates of deposit | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 38,703 | |
Unrealized Gains | 194 | |
Unrealized Losses | 0 | |
Short-term investments | 38,897 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 26,198 | |
Unrealized Gains | 205 | |
Unrealized Losses | 0 | |
Short-term investments | 26,403 | |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 46,826 | |
Unrealized Gains | 189 | |
Unrealized Losses | (33) | |
Short-term investments | 46,982 | |
Foreign government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 37,453 | |
Unrealized Gains | 348 | |
Unrealized Losses | 0 | |
Short-term investments | 37,801 | |
U.S. Treasury bills | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 44,333 | |
Unrealized Gains | 359 | |
Unrealized Losses | 0 | |
Short-term investments | $ 44,692 |
Short-term Investments - Narrat
Short-term Investments - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Short-term investments | $ 0 | $ 194,775 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Income Tax, Domestic and Foreign (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. | $ (129,862) | $ 12,388 |
Non-U.S. | (54,656) | (66,375) |
Loss before income taxes | $ (184,518) | $ (53,987) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Tax Rate and Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal tax at a statutory rate | 21% | 21% |
Earnings taxed at other than Federal statutory rate | 1.50% | 5.40% |
Section 162(m) | 0 | (0.002) |
Change in fair value of private warrants | 0.10% | 5.50% |
Change in fair value of earnout liability | 0.011 | 0.361 |
Non-deductible interest expense | (2.90%) | 0% |
R&D and state credits | 1.60% | 1.20% |
Other | (0.40%) | 0.50% |
Change in valuation allowance | (21.70%) | (70.50%) |
Income tax provision benefit (expense) | 0.30% | (1.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred income tax assets: | |||
Net operating loss carryforwards | $ 71,259 | $ 47,817 | |
Revenue recognition basis differences | 4,021 | 4,118 | |
Stock-based compensation | 1,751 | 957 | |
Lease liabilities | 1,858 | 2,288 | |
Tax basis in acquired IP | 1,870 | 1,930 | |
Capitalized research and development | 12,341 | 3,796 | |
Other accruals and reserves | 4,230 | 3,745 | |
Federal R&D credit | 3,645 | 680 | |
Investments in Raven SR | 369 | 0 | |
Valuation allowance | (99,879) | (60,343) | $ (23,005) |
Deferred income tax assets - total | 1,465 | 4,988 | |
Deferred income tax liabilities: | |||
Investments in Raven SR | 0 | (2,708) | |
Property and equipment | (381) | (606) | |
ROU assets | (1,084) | (2,200) | |
Deferred income tax liabilities - total | (1,465) | (5,514) | |
Deferred income tax liabilities, net | $ 0 | $ (526) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unrecognized tax benefit | $ 0 | $ 0 |
Accrued interest and penalties | 0 | 0 |
Income tax expense (benefit) | (492) | $ 526 |
Deferred other tax expense (benefit) | 500 | |
Federal | ||
Net operating loss carryforwards | 190,900 | |
Operating loss carryforwards not subject to expiration | 190,900 | |
Foreign | ||
Net operating loss carryforwards | 120,000 | |
Operating loss carryforwards not subject to expiration | 101,500 | |
Foreign | 2026 | ||
Operating loss carryforwards subject to expiration | 18,500 | |
State and Local Jurisdiction | ||
Net operating loss carryforwards | $ 13,000 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Valuation Allowance [Roll Forward] | ||
Valuation Allowances - beginning of period | $ 60,343 | $ 23,005 |
Increase in reserve, net of foreign currency exchange impact | 39,536 | 37,338 |
Valuation Allowances - end of period | $ 99,879 | $ 60,343 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash equivalents: | $ 75,300 | $ 28,100 |
Certificates of deposit | ||
Assets: | ||
Cash equivalents: | 75,300 | |
Fair Value, Recurring | ||
Liabilities: | ||
Earnout shares liability | 1,725 | 10,927 |
Fair Value, Recurring | Level 1 | ||
Liabilities: | ||
Earnout shares liability | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Liabilities: | ||
Earnout shares liability | 0 | |
Fair Value, Recurring | Level 3 | ||
Liabilities: | ||
Earnout shares liability | 1,725 | 10,927 |
Fair Value, Recurring | Cash equivalents: | ||
Assets: | ||
Cash equivalents: | 75,312 | |
Liabilities: | ||
Warrant liability – Private Placement Warrants | 28,105 | |
Fair Value, Recurring | Cash equivalents: | Level 1 | ||
Assets: | ||
Cash equivalents: | 75,312 | |
Liabilities: | ||
Warrant liability – Private Placement Warrants | 23,113 | |
Fair Value, Recurring | Cash equivalents: | Level 2 | ||
Assets: | ||
Cash equivalents: | 0 | |
Liabilities: | ||
Warrant liability – Private Placement Warrants | 4,992 | |
Fair Value, Recurring | Cash equivalents: | Level 3 | ||
Assets: | ||
Cash equivalents: | 0 | |
Liabilities: | ||
Warrant liability – Private Placement Warrants | 0 | |
Fair Value, Recurring | Certificates of deposit | ||
Assets: | ||
Short-term investments | 38,897 | |
Fair Value, Recurring | Certificates of deposit | Level 1 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Certificates of deposit | Level 2 | ||
Assets: | ||
Short-term investments | 38,897 | |
Fair Value, Recurring | Certificates of deposit | Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Short-term investments | 26,403 | |
Fair Value, Recurring | Commercial paper | Level 1 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Commercial paper | Level 2 | ||
Assets: | ||
Short-term investments | 26,403 | |
Fair Value, Recurring | Commercial paper | Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Corporate debt securities | ||
Assets: | ||
Short-term investments | 46,982 | |
Fair Value, Recurring | Corporate debt securities | Level 1 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Corporate debt securities | Level 2 | ||
Assets: | ||
Short-term investments | 46,982 | |
Fair Value, Recurring | Corporate debt securities | Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Foreign government bonds | ||
Assets: | ||
Short-term investments | 37,801 | |
Fair Value, Recurring | Foreign government bonds | Level 1 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Foreign government bonds | Level 2 | ||
Assets: | ||
Short-term investments | 37,801 | |
Fair Value, Recurring | Foreign government bonds | Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | U.S. Treasury bills | ||
Assets: | ||
Short-term investments | 44,692 | |
Fair Value, Recurring | U.S. Treasury bills | Level 1 | ||
Assets: | ||
Short-term investments | 44,692 | |
Fair Value, Recurring | U.S. Treasury bills | Level 2 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | U.S. Treasury bills | Level 3 | ||
Assets: | ||
Short-term investments | 0 | |
Fair Value, Recurring | Private Placement Warrants | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 160 | 1,122 |
Fair Value, Recurring | Private Placement Warrants | Level 1 | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 0 | 0 |
Fair Value, Recurring | Private Placement Warrants | Level 2 | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | 160 | 1,122 |
Fair Value, Recurring | Private Placement Warrants | Level 3 | ||
Liabilities: | ||
Warrant liability – Private Placement Warrants | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 75,300 | $ 28,100 |
Asset impairment charges | 7,396 | 0 |
Impairment of property and equipment | 1,316 | 1,416 |
Europe | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset impairment charges | 4,600 | |
Operating lease, impairment loss | 2,800 | |
Impairment of property and equipment | 1,800 | 0 |
Europe | Property, Plant and Equipment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment of property and equipment | 1,800 | |
Commercial Paper And Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 28,100 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 75,300 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) - Earnout | Dec. 31, 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 | 0.90 | 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 | 0.041 | 0.042 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.910 | 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 | 2.54 | 3.54 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Private Placement Warrants | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,122 | |
Change in estimated fair value | (962) | |
Ending balance | 160 | $ 1,122 |
Earnout | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,725 | 10,927 |
Change in estimated fair value | (9,202) | |
Ending balance | $ 1,725 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands, € in Millions | 1 Months Ended | 7 Months Ended | ||||||||||||
Jan. 17, 2024 USD ($) | Jan. 16, 2024 USD ($) | Sep. 26, 2023 USD ($) | Jul. 28, 2023 USD ($) | Jul. 28, 2023 EUR (€) | May 31, 2022 stockholder | Jan. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Apr. 28, 2023 USD ($) | Apr. 28, 2023 EUR (€) | Jan. 14, 2022 lawsuit | Aug. 22, 2022 stockholder | Dec. 31, 2022 USD ($) | Nov. 15, 2021 lawsuit | |
Other Commitments [Line Items] | ||||||||||||||
Loss contingency, damages awarded | $ 25,000 | |||||||||||||
Accrued SEC settlement | $ 8,000 | $ 0 | ||||||||||||
Number of class action lawsuits | lawsuit | 3 | |||||||||||||
Number of shareholder lawsuits | lawsuit | 3 | |||||||||||||
Legal fees | 1,500 | |||||||||||||
Number of stockholders, demand for books and records | stockholder | 4 | |||||||||||||
Number of stockholders, not filing complaint | stockholder | 1 | |||||||||||||
Payments for legal settlements | $ 2,300 | € 2.1 | ||||||||||||
Loss contingency, damages sought | $ 5,100 | € 4.6 | ||||||||||||
Accrued SEC settlement (Note 14) | 17,000 | 0 | ||||||||||||
Accrued contract termination costs (Note 14) | $ 470 | $ 2,688 | ||||||||||||
Hyzon Europe | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Estimated civil penalty | $ 1,200 | |||||||||||||
Subsequent Event | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Loss contingency, damages awarded | $ 25,000 | |||||||||||||
Payments for legal settlements within 30 days of settlement | $ 8,500 | |||||||||||||
Payments for legal settlements, due 12/31/2024 | 8,500 | |||||||||||||
Payments for legal settlements within 730 days of settlement | $ 8,000 | |||||||||||||
Payments for legal settlements | $ 8,500 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Nov. 12, 2020 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cost not yet recognized, amount | $ 0.8 | $ 0.8 | ||
Common Stock Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved shares of common stock (in shares) | 11,900,000 | 11,900,000 | ||
Legacy Equity Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares issued in business acquisition (in shares) | 21,339,493 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost not yet recognized, period for recognition | 1 year 6 months 25 days | |||
Weighted average remaining term (in Years) | 10 years 4 months 13 days | 12 years | ||
Granted (in dollars per share) | $ 1.37 | |||
Stock options granted to former CEO (in shares) | 1,261,130 | |||
Share-based payment award, shares vested and expected to vest (in shares) | 12,928,626 | 12,928,626 | ||
Stock Options | Share-based Payment Arrangement, Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration term of options | 5 years | |||
Vesting period | 5 days | |||
Stock Options | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration term of options | 10 years | |||
Stock Options | Maximum | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Stock Options | Minimum | Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cost not yet recognized, period for recognition | 2 years 4 months 28 days | |||
Nonvested award, excluding option, cost not yet recognized, amount | $ 14 | $ 14 | ||
Performance stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Cost not yet recognized, period for recognition | 2 years 5 months 26 days | |||
Cost expected to be recognized | $ 1.8 | $ 1.8 | ||
Performance stock units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PSU multiplication factor, as a percentage | 150% | 150% | ||
Performance stock units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PSU multiplication factor, as a percentage | 0% | 0% | ||
2021 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual percentage increase in shares | 2.50% | 2.50% | ||
2021 Equity Incentive Plan | RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
2021 Equity Incentive Plan | RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Former Executive Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration term of options | 15 years | |||
Stock options granted to former CEO (in shares) | 5,537,500 | |||
Former Executive Award | Former Executive Chairman | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining term (in Years) | 15 years | |||
Stock options granted to former CEO (in shares) | 11,075,000 | |||
Former Executive Award | Former Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 1.13 | |||
Former Executive Award | Stock Options | Former Executive Chairman | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in dollars per share) | $ 1.13 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Summary of Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock Options | ||
Number of Options | ||
Number of Options, Outstanding, beginning balance (in shares) | 19,536,904 | |
Number of Options, Granted (in shares) | 1,261,130 | |
Exercised or released (in shares) | (16,000) | |
Forfeited/Cancelled (in shares) | (6,008,581) | |
Number of Options, Outstanding, ending balance (in shares) | 14,773,453 | 19,536,904 |
Vested an expected to vest (in shares) | 14,773,453 | |
Share-based payment award, shares vested and expected to vest (in shares) | 12,928,626 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 1.51 | |
Granted (in dollars per share) | 1.37 | |
Exercised or released (in dollars per share) | 1.13 | |
Forfeited/Cancelled (in dollars per share) | 2.28 | |
Outstanding, ending balance (in dollars per share) | 1.20 | $ 1.51 |
Weighted Average Exercise Price, Vested and expected to vest (in dollars per share) | 1.20 | |
Weighted Average Exercise Price, Exercisable and vested (in dollars per share) | $ 1.18 | |
Weighted Average Remaining Contractual (Years) | ||
Weighted average remaining term (in Years) | 10 years 4 months 13 days | 12 years |
Weighted Average Remaining Contractual (Years), Vested and expected to vest | 10 years 4 months 13 days | |
Weighted Average Remaining Contractual (Years), Exercisable and vested | 11 years 1 month 2 days | |
Aggregate Intrinsic Value (in 000s) | ||
Outstanding, beginning balance | $ 5,972 | |
Outstanding, ending balance | 0 | $ 5,972 |
Aggregate Intrinsic Value, Vested and expected to vest | 0 | |
Aggregate Intrinsic Value, Exercisable and vested | $ 0 | |
Weighted Average Grant Date Fair Value | ||
Volatility | 91% | 90% |
Expected dividend | 0% | 0% |
Stock Options | Maximum | ||
Weighted Average Grant Date Fair Value | ||
Expected term of options (years) | 3 years | 1 year |
Risk free interest rate | 5.50% | 310% |
Stock Options | Minimum | ||
Weighted Average Grant Date Fair Value | ||
Expected term of options (years) | 1 year | 3 years |
Risk free interest rate | 4.50% | 160% |
RSUs | ||
RSUs and PSUs | ||
Beginning balance (in shares) | 6,268,193 | |
Granted (in shares) | 9,664,681 | |
Exercised or released (in shares) | (741,444) | |
Forfeited/Cancelled (in shares) | (1,509,092) | |
Ending balance (in shares) | 13,682,338 | 6,268,193 |
Number vested and expected to vest (in shares) | 13,682,338 | |
Weighted Average Grant Date Fair Value | ||
Outstanding beginning balance (in dollars per share) | $ 1.50 | $ 2.81 |
Granted (in dollars per share) | 0.94 | |
Exercised or released (in dollars per share) | 2.77 | |
Forfeited/Cancelled (in dollars per share) | 2.73 | |
Outstanding ending balance (in dollars per share) | 1.50 | $ 2.81 |
Exercisable and vested (in dollars per share) | $ 1.50 | |
Performance stock units | ||
RSUs and PSUs | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 2,265,283 | |
Exercised or released (in shares) | 0 | |
Forfeited/Cancelled (in shares) | 0 | |
Ending balance (in shares) | 2,265,283 | 0 |
Number vested and expected to vest (in shares) | 2,265,283 | |
Weighted Average Grant Date Fair Value | ||
Outstanding beginning balance (in dollars per share) | $ 0.95 | $ 0 |
Granted (in dollars per share) | 0.95 | |
Exercised or released (in dollars per share) | 0 | |
Forfeited/Cancelled (in dollars per share) | 0 | |
Outstanding ending balance (in dollars per share) | 0.95 | $ 0 |
Exercisable and vested (in dollars per share) | $ 0.95 |
Stock-based Compensation Plan_4
Stock-based Compensation Plans - Schedule of Assumptions to Estimate Fair Value of Stock Options (Details) - Stock Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 91% | 90% |
Expected dividend | 0% | 0% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of options (years) | 3 years | 1 year |
Risk free interest rate | 5.50% | 310% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of options (years) | 1 year | 3 years |
Risk free interest rate | 4.50% | 160% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 27, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 23, 2021 $ / shares shares | Jul. 16, 2021 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | ||||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 244,509,208 | 245,081,497 | 244,509,208 | |||
Common stock, shares outstanding (in shares) | 244,509,208 | 245,081,497 | 244,509,208 | |||
Class of warrant or right, outstanding (in shares) | 19,028,165 | |||||
Number of securities called by each warrant or right (in shares) | 1 | |||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 11.50 | |||||
Warrants liability | $ | $ 19,400 | |||||
Change in fair value of private placement warrant liability | $ | $ 962 | $ 14,106 | ||||
Repurchase of public warrants, amount | $ | 0 | 31 | ||||
Share buyback agreement, shares repurchased | $ | 6,446 | |||||
Payments for Repurchase of Common Stock | $ | $ 0 | $ (6,446) | ||||
Minimum | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants and rights outstanding, term | 5 years | |||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Hyzon Guangdong Disposal Group | ||||||
Class of Warrant or Right [Line Items] | ||||||
Share buyback agreement, shares repurchased (in shares) | 3,800,000 | |||||
Share buyback agreement, shares repurchased | $ | $ 6,400 | |||||
Treasury Stock, Retired, Cost Method, Amount | $ | $ (6,400) | |||||
Redemption of Warrants for Cash | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price of warrants (in dollars per share) | $ / shares | $ 0.01 | |||||
Threshold written notice period for redemption of warrants | 30 days | |||||
Redemption of warrants, stock price trigger (in dollars per share) | $ / shares | $ 18 | |||||
Redemption of warrants or rights, threshold trading days | 20 days | |||||
Redemption of warrants or rights, threshold consecutive trading days | 30 days | |||||
Redemption of Warrants for Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Redemption price of warrants (in dollars per share) | $ / shares | $ 0.10 | |||||
Threshold written notice period for redemption of warrants | 30 days | |||||
Redemption of warrants, stock price trigger (in dollars per share) | $ / shares | $ 10 | |||||
Common Stock Class A | ||||||
Class of Warrant or Right [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Number of votes entitled per share | vote | 1 | |||||
Common stock, shares issued (in shares) | 244,509,208 | 245,081,497 | 244,509,208 | |||
Common stock, shares outstanding (in shares) | 244,509,208 | 245,081,497 | 244,509,208 | |||
Ardour warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 170,048 | |||||
Number of securities called by each warrant or right (in shares) | 1 | 1 | ||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 2.20 | $ 2.20 | ||||
Calculation of number of securities called by warrants or rights, multiplier | 184,000 | |||||
Class of warrants or rights, number of securities called by each warrant or right (in shares) | 326,048 | |||||
Public warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 11,013,665 | |||||
Hongyun warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 7.75 | |||||
Common stock, capital shares registered for issuance upon exercise of warrants (in shares) | 2,000,000 | |||||
Private Placement Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of warrant or right, outstanding (in shares) | 8,014,500 |
Related Party Transactions (Det
Related Party Transactions (Detail) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | Sep. 30, 2022 fCEV | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 22, 2023 | Jan. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Deposit for fuel cell components | $ 6,092 | $ 2,927 | $ 6,092 | |||||||||
Compensation cost | 1,000 | |||||||||||
Loss on contract termination | 1,600 | |||||||||||
Other Receivables, Net, Current | 6,578 | $ 0 | 6,578 | |||||||||
Additional Customer | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of FCEVs delivered | fCEV | 20 | |||||||||||
Hyzon Automotive Technology Company Limited | Hyzon Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Ownership interest | 100% | |||||||||||
Executive Officer | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Management fee expense | 500 | |||||||||||
Subsidiaries | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Horizon IP agreement, second amendment, term of agreement | 7 years | |||||||||||
Related party payable | $ (300) | |||||||||||
Settlement for related party receivable | $ 6,400 | |||||||||||
Other Receivables, Net, Current | $ 6,100 | $ 6,100 | ||||||||||
Hyzon Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Parent ownership interest, changes, purchase of interest by parent, percentage | 49.50% | 49.50% | ||||||||||
Payments to acquire additional interest in subsidiaries | $ 3,700 | € 3.5 | $ 1,100 | € 1 | ||||||||
Intellectual Property | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Horizon IP agreement payable | $ 10,000 | |||||||||||
Licensing Agreements | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Payments to acquire intangible assets | $ 3,100 | $ 6,900 |
Loss per Share - Schedule of Ea
Loss per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Hyzon | $ (184,042) | $ (32,186) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 244,774,000 | 248,040 |
Effect of dilutive securities (in shares) | 0 | 0 |
Diluted (in shares) | 244,774,000 | 248,040 |
Net loss per share attributable to Hyzon: | ||
Basic (in dollars per share) | $ (0.75) | $ (0.13) |
Diluted (in dollars per share) | $ (0.75) | $ (0.13) |
Loss per Share - Schedule of An
Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 13,682,000 | 6,268,000 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,265,000 | 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 (in shares) | 13,001,000 | 12,227,000 |
Stock options for former CTO | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,772,000 | 1,772,000 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 5,538,000 |
Warrant | Private Placement Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,015,000 | 8,015,000 |
Warrant | Public warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,014,000 | 11,014,000 |
Earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 23,250,000 | 23,250,000 |
Hongyun warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 31,000 | 31,000 |
Ardour warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 170,000 | 170,000 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating leases: | ||
Operating lease right-of-use assets | $ 4,741 | $ 9,181 |
Operating lease liabilities | $ (7,554) | $ (9,387) |
Operating lease, liability, current, statement of financial position | Current portion of lease liabilities | Current portion of lease liabilities |
Operating lease, liability, statement of financial position | Lease liabilities | Lease liabilities |
Finance leases: | ||
Finance lease right-of-use assets | $ 0 | $ 0 |
Finance lease liabilities | $ 0 | $ (237) |
Finance lease, liability, noncurrent, statement of financial position | Lease liabilities | Lease liabilities |
Finance lease, liability, current, statement of financial position | Current portion of lease liabilities | Current portion of lease liabilities |
Weighted average remaining lease term: | ||
Operating leases | 5 years 6 months | 6 years |
Finance leases | 4 months 24 days | |
Weighted average discount rate: | ||
Operating leases | 5.50% | 5.60% |
Finance leases | 0% | 7% |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,377 | $ 2,596 |
Variable lease (benefit) cost | 44 | (45) |
Finance lease cost: | ||
Amortization of right-of-use assets | 0 | 332 |
Interest on lease liabilities | 3 | 31 |
Short-term lease cost | 960 | 374 |
Total lease cost | $ 3,384 | $ 3,288 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amount included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 2,516 | $ 2,484 |
Operating cash flows from finance leases | 3 | 31 |
Financing cash flows from finance leases | 237 | 417 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Operating leases | 211 | 2,035 |
Finance leases | $ 0 | $ 0 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 2,186 | |
2025 | 1,782 | |
2026 | 1,366 | |
2027 | 769 | |
2028 and thereafter | 2,622 | |
Total minimum lease payments | 8,725 | |
Less: imputed interest | 1,171 | |
Present value of lease obligations | 7,554 | $ 9,387 |
Less: current portion | 1,821 | |
Long-term portion of lease obligations | $ 5,733 |