Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | Hyzon Motors Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-39632 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 246,648,791 | |
Entity Central Index Key | 0001716583 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HYZN | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | HYZNW |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 52,408 | $ 112,280 |
Short-term investments | 30,232 | 0 |
Accounts receivable | 3,960 | 498 |
Unbilled receivable | 52 | 1,599 |
Inventory | 22,683 | 28,811 |
Prepaid expenses and other current assets | 8,749 | 9,335 |
Total current assets | 118,084 | 152,523 |
Property, plant, and equipment, net | 15,809 | 18,569 |
Right-of-use assets | 4,343 | 4,741 |
Equity method investments | 8,353 | 8,382 |
Investments in equity securities | 763 | 763 |
Other assets | 6,360 | 6,157 |
Total Assets | 153,712 | 191,135 |
Current liabilities | ||
Accounts payable | 2,399 | 1,479 |
Accrued liabilities | 25,891 | 30,116 |
Related party payables | 146 | 265 |
Contract liabilities | 4,331 | 8,872 |
Current portion of lease liabilities | 1,697 | 1,821 |
Total current liabilities | 34,464 | 42,553 |
Long term liabilities | ||
Lease liabilities | 5,280 | 5,733 |
Private placement warrant liability | 641 | 160 |
Earnout liability | 5,552 | 1,725 |
Accrued SEC settlement | 8,078 | 8,000 |
Other liabilities | 1,106 | 2,964 |
Total Liabilities | 55,121 | 61,135 |
Commitments and contingencies (Note 12) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 245,214,777 and 245,081,497 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. | 25 | 25 |
Treasury stock, at cost; 3,769,592 shares as of March 31, 2024 and December 31, 2023, respectively. | (6,446) | (6,446) |
Additional paid-in capital | 382,669 | 380,261 |
Accumulated deficit | (276,865) | (242,640) |
Accumulated other comprehensive loss | (41) | (514) |
Total Hyzon Motors Inc. stockholders’ equity | 99,342 | 130,686 |
Noncontrolling interest | (751) | (686) |
Total Stockholders’ Equity | 98,591 | 130,000 |
Total Liabilities and Stockholders’ Equity | $ 153,712 | $ 191,135 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 245,214,777 | 245,081,497 |
Common stock, shares outstanding (in shares) | 245,214,777 | 245,081,497 |
Treasury stock (in shares) | 3,769,592 | 3,769,592 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 9,983 | $ 0 |
Operating expense: | ||
Cost of revenue | 7,816 | 838 |
Research and development | 10,829 | 9,340 |
Selling, general, and administrative | 21,528 | 30,857 |
Restructuring and related charges | 501 | 0 |
Total operating expenses | 40,674 | 41,035 |
Loss from operations | (30,691) | (41,035) |
Other income (expense): | ||
Change in fair value of private placement warrant liability | (481) | 641 |
Change in fair value of earnout liability | (3,827) | 6,420 |
Unrealized foreign currency transaction loss | (527) | 1,150 |
Investment income and interest income, net | 1,224 | 2,566 |
Total other income (expense) | (3,611) | 10,777 |
Loss before income taxes | (34,302) | (30,258) |
Income tax expense | 0 | 0 |
Net loss | (34,302) | (30,258) |
Less: Net loss attributable to noncontrolling interest | (77) | (10) |
Net loss attributable to Hyzon | (34,225) | (30,248) |
Comprehensive loss: | ||
Net loss | (34,302) | (30,258) |
Foreign currency translation adjustment | 485 | (804) |
Net change in unrealized gain (loss) on short-term investments | 0 | (297) |
Comprehensive loss | (33,817) | (31,359) |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (65) | (17) |
Comprehensive loss attributable to Hyzon | $ (33,752) | $ (31,342) |
Net loss per share attributable to Hyzon: | ||
Basic (dollars per share) | $ (0.14) | $ (0.12) |
Diluted (dollars per share) | $ (0.14) | $ (0.12) |
Weighted average common shares outstanding: | ||
Basic (in shares) | 245,127,000 | 244,541,000 |
Diluted (in shares) | 245,127,000 | 244,541,000 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Total Hyzon Motors Inc. Stockholders’ Equity | Common Stock Class A Common Class A | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Beginning Balance (in shares) at Dec. 31, 2022 | 244,509,208 | |||||||
Beginning Balance at Dec. 31, 2022 | $ 307,059 | $ 307,770 | $ 25 | $ (6,446) | $ 372,942 | $ (58,598) | $ (153) | $ (711) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2022 | 3,769,592 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | 1,359 | 1,359 | 1,359 | |||||
Vesting of RSUs (in shares) | 51,863 | |||||||
Net share settlement of equity awards | (58) | (58) | (58) | |||||
Available-for-sale short-term investments: | ||||||||
Unrealized net gain on short-term investments | 462 | 462 | 462 | |||||
Reclassification to net loss | (759) | (759) | (759) | |||||
Net loss attributable to Hyzon | (30,248) | (30,248) | (30,248) | |||||
Net loss attributable to noncontrolling interest | (10) | (10) | ||||||
Foreign currency translation income | (804) | (797) | (797) | (7) | ||||
Ending Balance (in shares) at Mar. 31, 2023 | 244,561,071 | |||||||
Ending Balance at Mar. 31, 2023 | $ 277,001 | 277,729 | $ 25 | $ (6,446) | 374,243 | (88,846) | (1,247) | (728) |
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2023 | 3,769,592 | |||||||
Beginning Balance (in shares) at Dec. 31, 2023 | 245,081,497 | 245,081,497 | ||||||
Beginning Balance at Dec. 31, 2023 | $ 130,000 | 130,686 | $ 25 | $ (6,446) | 380,261 | (242,640) | (514) | (686) |
Treasury Stock, Beginning Balance (in shares) at Dec. 31, 2023 | 3,769,592 | 3,769,592 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation | $ 2,502 | 2,502 | 2,502 | |||||
Vesting of RSUs (in shares) | 133,280 | |||||||
Net share settlement of equity awards | (94) | (94) | (94) | |||||
Available-for-sale short-term investments: | ||||||||
Net loss attributable to Hyzon | (34,225) | (34,225) | (34,225) | |||||
Net loss attributable to noncontrolling interest | (77) | (77) | ||||||
Foreign currency translation income | $ 485 | 473 | 473 | 12 | ||||
Ending Balance (in shares) at Mar. 31, 2024 | 245,214,777 | 245,214,777 | ||||||
Ending Balance at Mar. 31, 2024 | $ 98,591 | $ 99,342 | $ 25 | $ (6,446) | $ 382,669 | $ (276,865) | $ (41) | $ (751) |
Treasury Stock, Ending Balance (in shares) at Mar. 31, 2024 | 3,769,592 | 3,769,592 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (34,302) | $ (30,258) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 942 | 1,082 |
Stock-based compensation | 2,502 | 1,359 |
Unrealized foreign currency transaction loss | 674 | 0 |
Fair value adjustment of private placement warrant liability | 481 | (641) |
Fair value adjustment of earnout liability | 3,827 | (6,420) |
Inventory write-downs | 1,146 | 317 |
Accretion of discount on available-for-sale debt securities | 0 | (722) |
Gain on sales of property and equipment | (125) | 0 |
Other | (179) | 7 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,431) | (1,232) |
Unbilled receivable | 1,546 | 0 |
Inventory | 4,934 | (6,863) |
Prepaid expenses and other current assets | 616 | 3,135 |
Other assets | 14 | 299 |
Accounts payable | 923 | 2,254 |
Accrued liabilities | (4,240) | (9,319) |
Related party payables, net | (119) | (65) |
Contract liabilities | (6,338) | 1,066 |
Other liabilities | (66) | (12) |
Net cash used in operating activities | (31,195) | (46,013) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (1,088) | (1,461) |
Proceeds from sale of Rochester facility, net of costs | 2,880 | 0 |
Purchases of short-term investments | (30,000) | (7,096) |
Proceeds from maturities of short-term investments | 0 | 94,905 |
Net cash provided by (used in) investing activities | (28,208) | 86,348 |
Cash Flows from Financing Activities: | ||
Payment of finance lease liability | 0 | (142) |
Net share settlement of equity awards | (94) | (58) |
Net cash used in financing activities | (94) | (200) |
Effect of exchange rate changes on cash | (157) | (833) |
Net change in cash, cash equivalents, and restricted cash | (59,654) | 39,302 |
Cash, cash equivalents, and restricted cash — Beginning | 118,101 | 66,790 |
Cash, cash equivalents, and restricted cash — Ending | $ 58,447 | $ 106,092 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 seeks to build and foster a clean hydrogen supply ecosystem with leading partners from feedstocks through production and dispensing. Basis of Presentation The accompanying unaudited interim consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited interim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2023. The Company’s unaudited interim consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including variable interest entity arrangements in which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods. Liquidity and Going Concern These unaudited interim consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. These unaudited interim consolidated financial statements do not include any adjustments that may result from the outcome of the uncertainties described below. In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern (“ASC 205-40”), the Company evaluates whether there are certain conditions and events, considered in the aggregate, which raise substantial doubt about the Company’s ability to continue as a going concern. In accordance with ASC 205-40, the Company’s analysis can only include the potential mitigating impact of the plans that have not been fully implemented as of the issuance date of these unaudited interim consolidated financial statements if (a) it is probable that these plans will be effectively implemented within one year after the date that the financial statements are issued, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company has incurred net losses since inception. Net cash used in operating activities was $31.2 million and $46.0 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the Company has $52.4 million in unrestricted cash and cash equivalents, $30.2 million in short-term investments, and $6.0 million in restricted cash. The Company incurred net losses of $34.3 million and $30.3 million for the three months ended March 31, 2024 and 2023, respectively. Accumulated deficit amounted to $276.9 million and $242.6 million as of March 31, 2024 and December 31, 2023, respectively. The Company has concluded that at the time of this 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 insufficient 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, specifically a restructuring plan in July 2023, as further discussed in our Annual Report filed on Form 10-K for the year ended December 31, 2023. 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, and the Company may be required to seek shareholder approval for an increase in its authorized capital and issuance of equity securities. 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 ongoing operations, 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 12. Commitments and Contingencies, are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages or injunctive relief against us, which may not be covered in full or in part by insurance. Reclassifications |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2. Summary of Significant Accounting Policies, in the Company’s consolidated financial statements included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2023. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table shows disaggregated revenue from contracts with customers by region (in thousands). The Company did not generate revenue for the three months ended March 31, 2023. Three Months Ended March 31, 2024 U.S. Australia China Total Revenue by region $ 613 $ 8,314 $ 1,056 $ 9,983 Revenue represents product sales, leasing and other sources. Product sales are derived from the sales of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The majority of the product sales recognized for the three months ended March 31, 2024 relate to vehicle deployments that occurred in prior periods. Leasing revenue is generated from customer contracts when the end customer has a significant economic incentive to exercise the trade-in or buyback option at contract inception. As of March 31, 2024, 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 unaudited interim Consolidated Balance Sheets. The upfront lease related payments will be recognized on a straight-line basis over the individual lease term. In 2022, the Company delivered a total of 82 FCEVs to two customers in China. In consideration of the customers’ limited operating history and extended payment terms in their contracts, the Company determined the collectability criterion was not met with respect to contract existence under ASC 606 for these customers, and therefore, an alternative method of revenue recognition had been applied to each arrangement. In 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. Contract Balances Contract liabilities relate to the advance consideration invoiced or received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. The current portion of contract liabilities is recorded within Contract liabilities in the unaudited interim Consolidated Balance Sheets and totaled $4.3 million and $8.9 million as of March 31, 2024 and December 31, 2023, respectively. The long-term portion of contract liabilities is recorded within Other liabilities in the unaudited interim Consolidated Balance Sheets and totaled $1.1 million and $3.0 million as of March 31, 2024 and December 31, 2023, respectively. Certain customer contract liability balances may be refunded for cancelled contracts or unsuccessful FCEV trials. As part of efforts to exit certain customer contracts, the Company refunded $0.3 million to customers in the first quarter of 2024. Remaining Performance Obligations The transaction price associated with remaining performance obligations for commercial vehicles and other contracts with customers was $7.0 million as of March 31, 2024. The Company expects to recognize substantially all of its remaining performance obligations as revenue over the twelve months after March 31, 2024. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): March 31, December 31, Raw materials $ 11,190 $ 11,380 Work in process 9,977 9,918 Finished Goods 1,516 7,513 Total inventory $ 22,683 $ 28,811 The Company writes down inventory for any excess or obsolescence, or when the Company believes that the net realizable value of inventories is less than the carrying value. A total of $1.1 million and $0.3 million in inventory write-downs was recognized for the three months ended March 31, 2024 and 2023, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, December 31, Deposit for fuel cell components (Note 15) $ 3,390 $ 2,927 Vehicle inventory deposits 201 262 Production equipment deposits 654 623 Other prepaid expenses 2,095 1,333 Prepaid insurance 2,283 3,827 VAT receivable from government 126 363 Total prepaid expenses and other current assets $ 8,749 $ 9,335 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, December 31, Land and building $ — $ 2,823 Machinery and equipment 12,086 12,420 Software 3,499 3,403 Leasehold improvements 3,401 3,306 Construction in progress 2,978 2,652 Total Property, plant, and equipment 21,964 24,604 Less: Accumulated depreciation and amortization (6,155) (6,035) Property, plant and equipment, net $ 15,809 $ 18,569 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following (in thousands): March 31, December 31, Payroll and payroll related expenses $ 7,688 $ 5,261 Accrued professional fees 1,987 2,411 Accrued product warranty costs 1,417 840 Accrued contract manufacturer costs 1,477 1,424 Accrued contract termination costs (Note 12) 458 470 Accrued SEC settlement (Note 12) 8,583 17,000 Other accrued expenses 4,281 2,710 Accrued liabilities $ 25,891 $ 30,116 |
Investments in Equity Securitie
Investments in Equity Securities | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Equity Securities | Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer or an impairment. The investment in equity securities in the unaudited interim Consolidated Balance Sheets as of March 31, 2024 represents the equity investment in common shares and options of Raven SR, Inc. (“Raven”). During the first quarter of 2024, there was an observable transaction in the price of Raven’s common shares and options, which was essentially equal to the fair value determined as part of the quantitative measurement of the investments at December 31, 2023. Accordingly, there was no gain or loss on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024. There was no observable transaction and no gain or loss on equity securities for the three months ended March 31, 2023. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): March 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (16,715) Carrying amount, end of period $ 763 $ 763 The following table summarizes the Company’s short-term investments as of March 31, 2024. The Company did not have any short term investments as of December 31, 2023. As of March 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 30,000 $ 232 $ — $ 30,232 Total short-term investments $ 30,000 $ 232 $ — $ 30,232 |
Short-term Investments
Short-term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-term Investments | Investments in Equity Securities The Company owns common shares, participation rights, and options to purchase additional common shares in certain private companies. On a non-recurring basis, the carrying value is adjusted for changes resulting from observable price changes in orderly transactions for identical or similar investments in the same issuer or an impairment. The investment in equity securities in the unaudited interim Consolidated Balance Sheets as of March 31, 2024 represents the equity investment in common shares and options of Raven SR, Inc. (“Raven”). During the first quarter of 2024, there was an observable transaction in the price of Raven’s common shares and options, which was essentially equal to the fair value determined as part of the quantitative measurement of the investments at December 31, 2023. Accordingly, there was no gain or loss on equity securities in the unaudited interim Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024. There was no observable transaction and no gain or loss on equity securities for the three months ended March 31, 2023. The following table summarizes the total carrying value of held securities, measured as the total initial cost plus cumulative net gain (loss) (in thousands): March 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (16,715) Carrying amount, end of period $ 763 $ 763 The following table summarizes the Company’s short-term investments as of March 31, 2024. The Company did not have any short term investments as of December 31, 2023. As of March 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 30,000 $ 232 $ — $ 30,232 Total short-term investments $ 30,000 $ 232 $ — $ 30,232 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded no tax expense d uring the three months ended March 31, 2024 and 2023 , respectively. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company assesses all available evidence, both positive and negative, to determine the amount of any required valuation allowance within each taxing jurisdiction. The Company continues to be in a net operating loss and net deferred tax asset position, before valuation allowances. Full valuation allowances have been established for the Company’s operations in all jurisdictions. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2024 and December 31, 2023. Th |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, and December 31, 2023, the carrying amounts of accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued liabilities approximate estimated fair value due to their relatively short maturities. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ — $ 30,235 $ — $ 30,235 Short-term investments: Certificates of deposit $ — $ 30,232 $ — $ 30,232 Liabilities: Warrant liability – Private Placement Warrants $ — $ 641 $ — $ 641 Earnout shares liability $ — $ — $ 5,552 $ 5,552 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 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 March 31, 2024, the Company has $30.2 million invested in certificates of deposit. As of December 31, 2023, the Company had $75.3 million invested in certificates of deposit. The Company classifies its investments in certificates of deposit as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. Short-term Investments The Company’s short-term investments consist of certificates of deposit with maturities greater than three months. The Company classifies its investments in certificates of deposit as Level 2 because they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded. Earnout to Common Stockholders The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides quantitative information regarding Level 3 fair value measurement inputs: March 31, December 31, Stock price $ 0.74 $ 0.90 Risk-free interest rate 4.5 % 4.1 % Volatility 140.0 % 91.0 % Remaining term (in years) 2.29 2.54 The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the three months ended March 31, 2024 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2023 $ 160 $ 1,725 Change in estimated fair value 481 3,827 Balance as of March 31, 2024 $ 641 $ 5,552 The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 , the Company accrued $0.5 million in Accrued liabilities for a customer dispute. In addition, the Company accrued $16.7 million related to the resolution of the SEC investigation, of which $8.6 million is recorded in Accrued liabilities and $8.1 million in Accrued SEC settlement, in the unaudited interim Consolidated Balance Sheets relating to probable and estimable losses. As of December 31, 2023, the Company accrued $0.5 million in Accrued liabilities for a customer dispute. In addition, the Company accrued $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. As the outcome of individual matters is not predictable with assurance, the assessments are based on the Company’s knowledge and information available at the time; thus, the ultimate outcome of any matter could require payment substantially in excess of the amount being accrued and/or disclosed. The Company is party to current legal proceedings as discussed more fully below. Shareholder Securities and Derivative Litigation Three related putative securities class action lawsuits were filed between September 30, 2021 and November 15, 2021, in the U.S. District Court for the Western District of New York against the Company, certain of the Company’s current and former officers and directors and certain former officers and directors of Decarbonization Plus Acquisition Corporation (“DCRB”) (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. 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 accrues 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. Customer and Supplier Disputes 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 unaudited interim Consolidated Balance Sheets as of March 31, 2024. The complaint seeks damages from Hyzon Europe totaling €4.6 million (approximately $5.0 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. Other than the matters disclosed above, based on the 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 | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation Plans | Stock-based Compensation Plans The following table summarizes the Company’s stock option, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) activity: Stock Options RSUs PSUs Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (in 000s) Number of RSUs Weighted Average Grant Date Fair Value Number of PSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Granted — $ — — — 2,011,425 $ 0.73 — $ — Exercised or released — $ — — — (220,824) $ 2.03 — $ — Forfeited/Cancelled — $ — — — (457,591) $ 2.42 (16,666) $ 0.96 Outstanding at March 31, 2024 14,773,453 $ 1.20 10.12 — 15,015,348 $ 1.36 2,248,617 $ 0.95 Vested and expected to vest, March 31, 2024 14,773,453 $ 1.20 10.12 — 15,015,348 $ 1.36 — $ — Exercisable and vested at March 31, 2024 13,012,286 $ 1.18 10.78 — — — — — As of March 31, 2024, there was $0.6 million of unrecognized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.41 years. RSUs granted under the Company’s equity incentive plans typically vest over a one The total fair value of RSUs and PSUs is determined based upon the stock price on the date of grant. As of March 31, 2024, unrecognized compensation costs related to unvested RSUs of $12.3 million is expected to be recognized over a remaining weighted average period of 2.40 years. As of March 31, 2024, unrecognized compensation costs related to unvested PSUs of $1.6 million is expected to be recognized over a remaining weighted average period of 2.23 years. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company is authorized to issue 400,000,000 shares of common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At March 31, 2024 and December 31, 2023, there were 245,214,777 and 245,081,497 shares of Class A common stock issued and outstanding, respectively. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. At March 31, 2024 and December 31, 2023, no preferred stock was issued and outstanding, respectively. Warrants At March 31, 2024 and December 31, 2023, there were 11,013,665 Public Warrants and 8,014,500 Private Placement Warrants, for a total of 19,028,165 warrants outstanding. At March 31, 2024 and December 31, 2023, there were 170,048 Ardour Warrants outstanding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Horizon IP Agreement In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are subsidiaries of the Company’s ultimate parent, Horizon. In September 2021, Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) was an added party to the agreement. Pursuant to the agreement the parties convey to each other certain rights in intellectual property relating to Hyzon’s core fuel cell and mobility product technologies, under which Hyzon was to pay JS Horizon and JS Powertrain a total fixed payment of $10.0 million. The full $10.0 million has been paid, $6.9 million was paid in 2021 and the remaining $3.1 million was paid in February 2022. Hyzon Motors USA Inc., a subsidiary of the Company, entered into a Second Amendment (the “Second Amendment”) to the Horizon IP Agreement. The Second Amendment is effective September 22, 2023. Under the terms of the Second Amendment, the parties have agreed to certain amendments to the Horizon IP Agreement pertaining to their rights in and to hydrogen fuel cell intellectual property. The parties have also agreed to a term for the Horizon IP Agreement that shall expire on the seven-year anniversary of the effective date of the Second Amendment. Sponsorship of Stockholm Hearts Equestrian Show Jumping Team As part of the Company’s strategic marketing plan, the Company contracted to sponsor the Stockholm Hearts, a professional equestrian show jumping team (the “Team”). The annual sponsorship fee is €100,000 (approximately $107,000 in USD) for a one-year sponsorship. The Company paid the sponsorship fee in April 2024. Mr. Erik Anderson, the Company’s Chairman, owns a minority interest in the Team. The Company’s sponsorship was approved by the Company’s Board of Directors prior to execution. Related Party Payables and Receivables Horizon Fuel Cell Technologies and Related Subsidiaries The Company made deposit payments to Horizon and its subsidiaries to secure fuel cell components. As of March 31, 2024, the remaining deposit balance was $3.4 million and included within Prepaid expenses and other current assets in the unaudited interim Consolidated Balance Sheets. |
Loss per share
Loss per share | 3 Months Ended |
Mar. 31, 2024 | |
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): Three Months Ended 2024 2023 Net loss attributable to Hyzon $ (34,225) $ (30,248) Weighted average shares outstanding: Basic 245,127 244,541 Effect of dilutive securities — — Diluted 245,127 244,541 Net loss per share attributable to Hyzon: Basic $ (0.14) $ (0.12) Diluted $ (0.14) $ (0.12) 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): Three Months Ended 2024 2023 Restricted stock units 15,015 5,658 Performance stock units 2,249 — Stock options with service conditions 13,001 11,867 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 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss attributable to Hyzon | $ (34,225) | $ (30,248) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited interim consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance refers to U.S. GAAP as found in U.S. Accounting Standards Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited interim consolidated financial statements should be read in connection with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2023. |
Reclassifications | Reclassifications |
Revenue from Contract with Cust
Revenue from Contract with Customer (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table shows disaggregated revenue from contracts with customers by region (in thousands). The Company did not generate revenue for the three months ended March 31, 2023. Three Months Ended March 31, 2024 U.S. Australia China Total Revenue by region $ 613 $ 8,314 $ 1,056 $ 9,983 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following (in thousands): March 31, December 31, Raw materials $ 11,190 $ 11,380 Work in process 9,977 9,918 Finished Goods 1,516 7,513 Total inventory $ 22,683 $ 28,811 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, December 31, Deposit for fuel cell components (Note 15) $ 3,390 $ 2,927 Vehicle inventory deposits 201 262 Production equipment deposits 654 623 Other prepaid expenses 2,095 1,333 Prepaid insurance 2,283 3,827 VAT receivable from government 126 363 Total prepaid expenses and other current assets $ 8,749 $ 9,335 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant, and equipment, net consisted of the following (in thousands): March 31, December 31, Land and building $ — $ 2,823 Machinery and equipment 12,086 12,420 Software 3,499 3,403 Leasehold improvements 3,401 3,306 Construction in progress 2,978 2,652 Total Property, plant, and equipment 21,964 24,604 Less: Accumulated depreciation and amortization (6,155) (6,035) Property, plant and equipment, net $ 15,809 $ 18,569 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, Payroll and payroll related expenses $ 7,688 $ 5,261 Accrued professional fees 1,987 2,411 Accrued product warranty costs 1,417 840 Accrued contract manufacturer costs 1,477 1,424 Accrued contract termination costs (Note 12) 458 470 Accrued SEC settlement (Note 12) 8,583 17,000 Other accrued expenses 4,281 2,710 Accrued liabilities $ 25,891 $ 30,116 |
Investments in Equity Securit_2
Investments in Equity Securities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, December 31, Total initial cost basis $ 4,948 $ 4,948 Adjustments: Cumulative unrealized gain 12,530 12,530 Cumulative impairment (16,715) (16,715) Carrying amount, end of period $ 763 $ 763 |
Short-term Investments (Tables)
Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | The following table summarizes the Company’s short-term investments as of March 31, 2024. The Company did not have any short term investments as of December 31, 2023. As of March 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Short-term investments Certificates of deposit $ 30,000 $ 232 $ — $ 30,232 Total short-term investments $ 30,000 $ 232 $ — $ 30,232 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: $ — $ 30,235 $ — $ 30,235 Short-term investments: Certificates of deposit $ — $ 30,232 $ — $ 30,232 Liabilities: Warrant liability – Private Placement Warrants $ — $ 641 $ — $ 641 Earnout shares liability $ — $ — $ 5,552 $ 5,552 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 |
Summary of quantitative information regarding Level 3 fair value measurement inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: March 31, December 31, Stock price $ 0.74 $ 0.90 Risk-free interest rate 4.5 % 4.1 % Volatility 140.0 % 91.0 % Remaining term (in years) 2.29 2.54 |
Summary of the changes in the liability for Private Placement warrants and Earnout | The following table presents the changes in the liabilities for Private Placement Warrants and Earnout for the three months ended March 31, 2024 (in thousands): Private Placement Warrants Earnout Balance as of December 31, 2023 $ 160 $ 1,725 Change in estimated fair value 481 3,827 Balance as of March 31, 2024 $ 641 $ 5,552 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option, RSU and PSU activity | The following table summarizes the Company’s stock option, Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) activity: Stock Options RSUs PSUs Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual (Years) Aggregate Intrinsic Value (in 000s) Number of RSUs Weighted Average Grant Date Fair Value Number of PSUs Weighted Average Grant Date Fair Value Outstanding at December 31, 2023 14,773,453 $ 1.20 10.37 — 13,682,338 $ 1.50 2,265,283 $ 0.95 Granted — $ — — — 2,011,425 $ 0.73 — $ — Exercised or released — $ — — — (220,824) $ 2.03 — $ — Forfeited/Cancelled — $ — — — (457,591) $ 2.42 (16,666) $ 0.96 Outstanding at March 31, 2024 14,773,453 $ 1.20 10.12 — 15,015,348 $ 1.36 2,248,617 $ 0.95 Vested and expected to vest, March 31, 2024 14,773,453 $ 1.20 10.12 — 15,015,348 $ 1.36 — $ — Exercisable and vested at March 31, 2024 13,012,286 $ 1.18 10.78 — — — — — |
Loss per share (Tables)
Loss per share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table presents the information used in the calculation of the Company’s basic and diluted net loss per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended 2024 2023 Net loss attributable to Hyzon $ (34,225) $ (30,248) Weighted average shares outstanding: Basic 245,127 244,541 Effect of dilutive securities — — Diluted 245,127 244,541 Net loss per share attributable to Hyzon: Basic $ (0.14) $ (0.12) Diluted $ (0.14) $ (0.12) |
Schedule of antidilutive securities excluded from computation of earnings per share | 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): Three Months Ended 2024 2023 Restricted stock units 15,015 5,658 Performance stock units 2,249 — Stock options with service conditions 13,001 11,867 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 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Cash flows used in operating activities | $ (31,195) | $ (46,013) | |
Unrestricted cash and cash equivalents | 52,408 | $ 112,280 | |
Restricted cash | 6,000 | ||
Net loss | 34,302 | $ 30,258 | |
Accumulated deficit | (276,865) | (242,640) | |
Short-term investments | $ 30,232 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 9,983 | $ 0 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 613 | |
Australia | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 8,314 | |
China | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,056 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2024 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2022 lawsuit fCEV | Dec. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | $ 4,331 | $ 8,872 | ||
Long term customer contract liabilities | 1,100 | $ 3,000 | ||
Refunds to customers | 300 | |||
Remaining performance obligations | 7,000 | |||
China | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of customers | lawsuit | 2 | |||
Settlement payments received on past due receivables | $ 1,100 | |||
Retrofit Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | 1,000 | |||
Retrofit Services | Contract with Customer, Liability, Current | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | 300 | |||
Retrofit Services | Other Noncurrent Liabilities | ||||
Disaggregation of Revenue [Line Items] | ||||
Contract liabilities | $ 700 | |||
FCEV | China | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of FCEVs delivered | fCEV | 82 |
Inventory - Schedule of invento
Inventory - Schedule of inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 11,190 | $ 11,380 |
Work in process | 9,977 | 9,918 |
Finished Goods | 1,516 | 7,513 |
Total inventory | $ 22,683 | $ 28,811 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Inventory [Line Items] | ||
Inventory write-downs | $ 1,146 | $ 317 |
Cost of Sales | ||
Inventory [Line Items] | ||
Inventory write-downs | $ 1,100 | $ 300 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposit for fuel cell components (Note 15) | $ 3,390 | $ 2,927 |
Vehicle inventory deposits | 201 | 262 |
Production equipment deposits | 654 | 623 |
Other prepaid expenses | 2,095 | 1,333 |
Prepaid insurance | 2,283 | 3,827 |
VAT receivable from government | 126 | 363 |
Total prepaid expenses and other current assets | $ 8,749 | $ 9,335 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of property, plant and equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 21,964 | $ 24,604 |
Less: Accumulated depreciation and amortization | (6,155) | (6,035) |
Property, plant and equipment, net | 15,809 | 18,569 |
Land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 0 | 2,823 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 12,086 | 12,420 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 3,499 | 3,403 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 3,401 | 3,306 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 2,978 | $ 2,652 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Narrative (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 0.9 | $ 1.1 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Payroll and payroll related expenses | $ 7,688 | $ 5,261 |
Accrued professional fees | 1,987 | 2,411 |
Accrued product warranty costs | 1,417 | 840 |
Accrued contract manufacturer costs | 1,477 | 1,424 |
Accrued contract termination costs (Note 12) | 458 | 470 |
Accrued SEC settlement (Note 12) | 8,583 | 17,000 |
Other accrued expenses | 4,281 | 2,710 |
Accrued liabilities | $ 25,891 | $ 30,116 |
Investments in Equity Securit_3
Investments in Equity Securities - Narrative (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||
Investments in equity securities | $ 763 | $ 763 | ||
Raven SR | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount | $ 0 | $ 0 |
Investments in Equity Securit_4
Investments in Equity Securities - Total carrying value of equity securities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Total initial cost basis | $ 4,948 | $ 4,948 |
Adjustments: | ||
Cumulative unrealized gain | 12,530 | 12,530 |
Cumulative impairment | (16,715) | (16,715) |
Investments in equity securities | $ 763 | $ 763 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 30,000 | |
Unrealized Gains | 232 | |
Unrealized Losses | 0 | |
Fair Value | 30,232 | $ 0 |
Certificates of deposit | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 30,000 | |
Unrealized Gains | 232 | |
Unrealized Losses | 0 | |
Fair Value | $ 30,232 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 0 | $ 0 | |
Unrecognized tax benefit | 0 | $ 0 | |
Accrued interest and penalties | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of assets and liabilities that are measured at fair value on a recurring basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | $ 5,552 | $ 1,725 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 5,552 | 1,725 |
Cash equivalents: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 30,235 | 75,312 |
Cash equivalents: | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 75,312 |
Cash equivalents: | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 30,235 | 0 |
Cash equivalents: | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Private placement warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 641 | 160 |
Private placement warrants | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 0 | 0 |
Private placement warrants | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 641 | 160 |
Private placement warrants | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability – Private Placement Warrants | 0 | $ 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 30,232 | |
Certificates of deposit | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Certificates of deposit | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 30,232 | |
Certificates of deposit | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Recurring | Cash equivalents: | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents, at carrying value | $ 30,235 | $ 75,312 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of quantitative information regarding Level 3 fair value measurement inputs (Detail) - Earnout | Mar. 31, 2024 year | Dec. 31, 2023 year |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.74 | 0.90 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.045 | 0.041 |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.400 | 0.910 |
Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.29 | 2.54 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the changes in the liability for Private Placement warrants and Earnout (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Warrant liability – Private Placement Warrants | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2023 | $ 160 |
Change in estimated fair value | 481 |
Balance as of March 31, 2024 | 641 |
Earnout | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2023 | 1,725 |
Change in estimated fair value | 3,827 |
Balance as of March 31, 2024 | $ 5,552 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands, € in Millions | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||||||
Sep. 26, 2023 USD ($) | Jul. 28, 2023 USD ($) | Jul. 28, 2023 EUR (€) | May 31, 2022 stockholder | Feb. 29, 2024 USD ($) | Jan. 14, 2022 lawsuit | Mar. 31, 2024 USD ($) | Aug. 22, 2022 stockholder | Dec. 31, 2022 lawsuit | Dec. 31, 2023 USD ($) | Nov. 15, 2021 lawsuit | |
Loss Contingencies [Line Items] | |||||||||||
Number of class action lawsuits | lawsuit | 3 | ||||||||||
Number of shareholder lawsuits | lawsuit | 3 | ||||||||||
Number of stockholders, demand for books and records | stockholder | 4 | ||||||||||
Number of stockholders, not filing complaint | stockholder | 1 | ||||||||||
SEC civil penalty | $ 25,000 | ||||||||||
Payment for legal settlements within 30 days of settlement | 8,500 | ||||||||||
Payments for legal settlements due by 12/31/2024 | 8,500 | ||||||||||
Payment for legal settlements within 730 days of settlement | 8,000 | ||||||||||
Accrued contract termination costs | $ 458 | $ 470 | |||||||||
Accrued SEC settlement | 8,078 | 8,000 | |||||||||
SEC settlement accrued | $ 17,000 | ||||||||||
Estimated civil penalty | $ 25,000 | ||||||||||
Hyzon Europe | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Estimated civil penalty | $ 1,200 | ||||||||||
China | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement payments received on past due receivables | $ 1,100 | ||||||||||
Number of customers | lawsuit | 2 | ||||||||||
Worthington Industries Poland SP Z.O.O. Litigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Damages sought | $ 5,000 | € 4.6 | |||||||||
SEC Investigation | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
SEC civil penalty | 16,700 | ||||||||||
SEC Investigation | Accrued Liabilities | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
SEC civil penalty | 8,600 | ||||||||||
SEC Investigation | Other Noncurrent Liabilities | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
SEC civil penalty | $ 8,100 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans - Summary of Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Weighted Average Remaining Contractual (Years) | |||
Vested and expected to vest (in years) | 10 years 1 month 13 days | ||
Exercisable and vested (in years) | 10 years 9 months 10 days | ||
Stock Options | |||
Number of Options | |||
Outstanding beginning balance (in shares) | 14,773,453 | ||
Granted (in shares) | 0 | ||
Exercised or released (in shares) | 0 | ||
Forfeited/Cancelled (in shares) | 0 | ||
Outstanding ending balance (in shares) | 14,773,453 | ||
Vested an expected to vest (in shares) | 14,773,453 | ||
Exercisable and vested (in shares) | 13,012,286 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ 1.20 | ||
Granted (in dollars per share) | 0 | ||
Exercised or released (in dollars per share) | 0 | ||
Forfeited/Cancelled (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | 1.20 | ||
Vested and expected to vest (in dollars per share) | 1.20 | ||
Exercisable and vested (in dollars per share) | $ 1.18 | ||
Weighted Average Remaining Contractual (Years) | |||
Outstanding, beginning balance (in years) | 10 years 1 month 13 days | 10 years 4 months 13 days | |
Outstanding, ending balance (in years) | 10 years 1 month 13 days | 10 years 4 months 13 days | |
Aggregate Intrinsic Value (in 000s) | |||
Outstanding, beginning balance | $ 0 | ||
Outstanding, ending balance | 0 | ||
Vested and expected to vest | 0 | ||
Exercisable and vested | $ 0 | ||
RSUs | |||
Number of RSUs / PSUs | |||
Outstanding, beginning balance (in shares) | 15,015,348 | 13,682,338 | |
Granted (in shares) | 2,011,425 | ||
Exercised or released (in shares) | (220,824) | ||
Forfeited/Cancelled (in shares) | (457,591) | ||
Outstanding, ending balance (in shares) | 15,015,348 | ||
Vested and expected to vest (in shares) | 15,015,348 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 1.36 | $ 1.50 | |
Granted (in dollars per share) | 0.73 | ||
Exercised or released (in dollars per share) | 2.03 | ||
Forfeited/Cancelled (in dollars per share) | 2.42 | ||
Outstanding ending balance (in dollars per share) | 1.36 | ||
Vested and expected to vest (in dollars per share) | $ 1.36 | ||
PSUs | |||
Number of RSUs / PSUs | |||
Outstanding, beginning balance (in shares) | 2,248,617 | 2,265,283 | |
Granted (in shares) | 0 | ||
Exercised or released (in shares) | 0 | ||
Forfeited/Cancelled (in shares) | (16,666) | ||
Outstanding, ending balance (in shares) | 2,248,617 | ||
Vested and expected to vest (in shares) | 0 | ||
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning balance (in dollars per share) | $ 0.95 | $ 0.95 | |
Granted (in dollars per share) | 0 | ||
Exercised or released (in dollars per share) | 0 | ||
Forfeited/Cancelled (in dollars per share) | 0.96 | ||
Outstanding ending balance (in dollars per share) | 0.95 | ||
Vested and expected to vest (in dollars per share) | $ 0 |
Stock-based Compensation Plan_3
Stock-based Compensation Plans - Narrative (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options | $ 0.6 |
Weighted average recognition period of stock-based compensation expense | 1 year 4 months 28 days |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options | $ 12.3 |
Weighted average recognition period of stock-based compensation expense | 2 years 4 months 24 days |
RSUs | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period for RSUs | 1 year |
RSUs | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period for RSUs | 4 years |
PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to unvested stock options | $ 1.6 |
Weighted average recognition period of stock-based compensation expense | 2 years 2 months 23 days |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 31, 2024 vote $ / shares shares | Dec. 31, 2023 $ / shares shares |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Votes per share | vote | 1 | |
Common stock, shares issued (in shares) | 245,214,777 | 245,081,497 |
Common stock, shares outstanding (in shares) | 245,214,777 | 245,081,497 |
Preferred stock, shares authorized (in shares) | 10,000,000 | |
Class of warrant or right, outstanding (in shares) | 19,028,165 | 19,028,165 |
Public Warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 11,013,665 | 11,013,665 |
Private Placement Warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 8,014,500 | 8,014,500 |
Ardour warrants | ||
Class of Stock [Line Items] | ||
Class of warrant or right, outstanding (in shares) | 170,048 | 170,048 |
Common Stock Class A | ||
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 400,000,000 | |
Common stock, par value (dollars per share) | $ / shares | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Detail) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | 14 Months Ended | ||||||
Apr. 30, 2024 USD ($) | Apr. 30, 2024 EUR (€) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 28, 2022 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 22, 2023 | Jan. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Deposit for fuel cell components | $ 3,390 | $ 2,927 | |||||||
Related party payables | 146 | 265 | |||||||
Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sponsorship Fee Expense | $ 107 | € 100 | |||||||
Sponsorship Fee, Term Of Sponsorship | 1 year | 1 year | |||||||
Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Second amendment of IP agreement, term | 7 years | ||||||||
Deposit for fuel cell components | 3,400 | ||||||||
Related party payables | $ 100 | ||||||||
Related party receivable | $ (300) | ||||||||
Intellectual Property | Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Horizon IP agreement payable | $ 10,000 | ||||||||
Licensing Agreements | Subsidiaries | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cost of intellectual property acquired | $ 3,100 | $ 6,900 | $ 10,000 |
Loss per share - Schedule of ea
Loss per share - Schedule of earnings per share, basic and diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to Hyzon | $ (34,225) | $ (30,248) |
Weighted average shares outstanding: | ||
Basic (in shares) | 245,127,000 | 244,541,000 |
Effect of dilutive securities (in shares) | 0 | 0 |
Diluted (in shares) | 245,127,000 | 244,541,000 |
Net loss per share attributable to Hyzon: | ||
Basic (dollars per share) | $ (0.14) | $ (0.12) |
Diluted (dollars per share) | $ (0.14) | $ (0.12) |
Loss per share - Schedule of an
Loss per share - Schedule of antidilutive securities excluded from computation of earnings per share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,015,000 | 5,658,000 |
Performance stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,249,000 | 0 |
Stock options with service conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 13,001,000 | 11,867,000 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 5,538,000 |
Stock Options | Former Chief Technology Officer | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,772,000 | 1,772,000 |
Warrants | Private placement warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 8,015,000 | 8,015,000 |
Warrants | Public warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,014,000 | 11,014,000 |
Warrants | Hongyun warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 31,000 | 31,000 |
Warrants | Ardour warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 170,000 | 170,000 |
Earnout shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250,000 | 23,250,000 |