Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 06, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-38823 | ||
Entity Registrant Name | HYLIION HOLDINGS CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 83-2538002 | ||
Entity Address, Address Line One | 1202 BMC Drive | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Cedar Park | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78613 | ||
City Area Code | 833 | ||
Local Phone Number | 495-4466 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | HYLN | ||
Security Exchange Name | NYSE | ||
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 | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 245 | ||
Entity Common Stock, Shares Outstanding | 183,208,375 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed no later than 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001759631 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 12,881 | $ 119,468 |
Accounts receivable, net | 40 | 1,136 |
Inventory | 0 | 74 |
Prepaid expenses and other current assets | 18,483 | 9,795 |
Short-term investments | 150,297 | 193,740 |
Total current assets | 181,701 | 324,213 |
Property and equipment, net | 9,987 | 5,606 |
Operating lease right-of-use assets | 7,070 | 6,470 |
Intangible assets, net | 0 | 200 |
Other assets | 1,439 | 1,686 |
Long-term investments | 128,186 | 108,568 |
Total assets | 328,383 | 446,743 |
Current liabilities | ||
Accounts payable | 4,224 | 2,800 |
Current portion of operating lease liabilities | 847 | 347 |
Accrued expenses and other current liabilities | 10,051 | 11,535 |
Total current liabilities | 15,122 | 14,682 |
Operating lease liabilities, net of current portion | 6,792 | 6,972 |
Other liabilities | 203 | 1,515 |
Total liabilities | 22,117 | 23,169 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 183,071,317 and 179,826,309 shares issued and outstanding at December 31, 2023 and 2022, respectively | 18 | 18 |
Additional paid-in capital | 404,045 | 397,810 |
Treasury stock, at cost; 37,062 and no shares as of December 31, 2023 and 2022, respectively | (33) | 0 |
(Accumulated deficit) retained earnings | (97,764) | 25,746 |
Total stockholders’ equity | 306,266 | 423,574 |
Total liabilities and stockholders’ equity | $ 328,383 | $ 446,743 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / 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) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 183,071,317 | 179,826,309 |
Common stock, shares outstanding (in shares) | 183,071,317 | 179,826,309 |
Treasury stock (in shares) | 37,062 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Product sales and other | Product sales and other |
Revenues | ||
Revenues | $ 672 | $ 2,106 |
Cost of revenues | ||
Cost of revenues | 1,716 | 8,778 |
Gross loss | (1,044) | (6,672) |
Operating expenses | ||
Research and development | 82,240 | 110,370 |
Selling, general and administrative | 42,611 | 41,988 |
Exit and termination costs | 11,474 | 0 |
Total operating expenses | 136,325 | 152,358 |
Loss from operations | (137,369) | (159,030) |
Interest income | 13,808 | 5,724 |
Gain (loss) on impairment and disposal of assets | 1 | (19) |
Other income (expense), net | 50 | (32) |
Net loss | $ (123,510) | $ (153,357) |
Net loss per share, basic (in dollars per share) | $ (0.68) | $ (0.87) |
Net loss per share, diluted (in dollars per share) | $ (0.68) | $ (0.87) |
Weighted-average shares outstanding, basic (in shares) | 181,411,069 | 175,400,486 |
Weighted-average shares outstanding, diluted (in shares) | 181,411,069 | 175,400,486 |
Product sales and other | ||
Cost of revenues | ||
Cost of revenues | $ 1,716 | $ 8,778 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings |
Balance at beginning (in Shares) at Dec. 31, 2021 | 173,468,979 | ||||
Balance at beginning at Dec. 31, 2021 | $ 553,915 | $ 17 | $ 0 | $ 374,795 | $ 179,103 |
Balance at beginning of treasury stock (in shares) at Dec. 31, 2021 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for acquisition (in shares) | 5,500,000 | ||||
Issuance of common stock for acquisition | 16,115 | $ 1 | 16,114 | ||
Exercise of common stock options and vesting of restricted stock units, net (in shares) | 857,330 | ||||
Exercise of common stock options and vesting of restricted stock units, net | (78) | (78) | |||
Share-based compensation | 6,979 | 6,979 | |||
Net loss | $ (153,357) | (153,357) | |||
Balance at ending (in Shares) at Dec. 31, 2022 | 179,826,309 | 179,826,309 | |||
Balance at ending at Dec. 31, 2022 | $ 423,574 | $ 18 | $ 0 | 397,810 | 25,746 |
Balance at ending of treasury stock (in shares) at Dec. 31, 2022 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of common stock options and vesting of restricted stock units, net (in shares) | 3,245,008 | ||||
Exercise of common stock options and vesting of restricted stock units, net | $ 18 | 18 | |||
Share-based compensation | 6,217 | 6,217 | |||
Repurchase of treasury stock (in shares) | (37,062) | ||||
Repurchase of treasury stock | (33) | $ (33) | |||
Net loss | $ (123,510) | (123,510) | |||
Balance at ending (in Shares) at Dec. 31, 2023 | 183,071,317 | 183,071,317 | |||
Balance at ending at Dec. 31, 2023 | $ 306,266 | $ 18 | $ (33) | $ 404,045 | $ (97,764) |
Balance at ending of treasury stock (in shares) at Dec. 31, 2023 | (37,062) | (37,062) |
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 | $ (123,510) | $ (153,357) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,511 | 1,227 |
Amortization and accretion of investments, net | (2,868) | 1,250 |
Noncash lease expense | 1,496 | 1,244 |
Inventory write-down | 1,139 | 5,641 |
(Gain) loss on impairment and disposal of assets | (1) | 19 |
Share-based compensation | 6,217 | 6,979 |
Provision for doubtful accounts | 0 | 114 |
Acquired in-process research and development (Note 2) | 0 | 28,752 |
Change in operating assets and liabilities, net of effects of business acquisition: | ||
Accounts receivable | 1,096 | (1,180) |
Inventory | (1,065) | (5,601) |
Prepaid expenses and other assets | 463 | (571) |
Accounts payable | 1,356 | (4,660) |
Accrued expenses and other liabilities | (3,020) | 4,571 |
Operating lease liabilities | (1,776) | (1,305) |
Net cash used in operating activities | (116,962) | (116,877) |
Cash flows from investing activities | ||
Purchase of property and equipment and other | (7,401) | (2,885) |
Proceeds from sale of property and equipment | 2 | 152 |
Purchase of in-process research and development | 0 | (14,428) |
Payments for security deposit, net | (45) | 0 |
Purchase of investments | (189,670) | (268,584) |
Proceeds from sale and maturity of investments | 215,422 | 263,723 |
Net cash provided by (used in) investing activities | 18,308 | (22,022) |
Cash flows from financing activities | ||
Proceeds from exercise of common stock options | 257 | 79 |
Taxes paid related to net share settlement of equity awards | (239) | (157) |
Repurchase of treasury stock | (33) | 0 |
Net cash used in financing activities | (15) | (78) |
Net decrease in cash and cash equivalents and restricted cash | (98,669) | (138,977) |
Cash and cash equivalents and restricted cash, beginning of period | 120,133 | 259,110 |
Cash and cash equivalents and restricted cash, end of period | $ 21,464 | $ 120,133 |
Description of Organization and
Description of Organization and Business Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Organization and Business Operations and Basis of Presentation | Note 1. Description of Organization and Business Operations and Basis of Presentation Overview Hyliion Holdings Corp. is a Delaware corporation headquartered in Cedar Park, Texas, that designs and develops stationary power applications and electric powertrain systems. References to the “Company,” “Hyliion,” “we,” or “us” in this report refer to Hyliion Holdings Corp. and its wholly owned subsidiary, unless expressly indicated or the context otherwise requires. The Company plans to develop and commercialize a fuel-agnostic generator (the “KARNO generator”) to be used in stationary power applications. The Company believes the KARNO generator is well positioned to address the rising strain on electrical infrastructure, notably from electric vehicles. The Company announced a strategic review of alternatives for its electric powertrain business on October 10, 2023 citing lower than expected industry adoption of electric trucks, significant increases in component costs, changing regulatory requirements, and uncertainty about its ability to raise additional capital needed for ongoing investment in the business as reason for undertaking this strat egic review. On November 7, 2023, the board of directors (the “Board”) determined that the Company would wind down operating the powertrain business. Hyliion intends to retain the technology of the powertrain business technology and will continue to explore potential sales or future use of both the technology and tangible assets from the powertrain business. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Hyliion Holdings Corp. and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. The consolidated financial statements and accompanying notes have been prepared in a ccordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Unites States Securities and Exchange Commission (“SEC”). Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities in the normal course of business. The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception. At December 31, 2023, the Company had total equity of $306.3 million, inclusive of cash and cash equivalents of $12.9 million and total investments of $278.5 million. Based on this, the Company has sufficient funds to continue to execute its business strategy for the next twelve months from the issuance date of the financial statements included in this Annual Report on Form 10-K. |
Acquisitions and Disposals
Acquisitions and Disposals | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Disposals | Note 2. Acquisitions and Disposals Disposals On November 7, 2023, the Board of the Company approved a strategic plan to wind down its powertrain business and preserve technology relating to the powertrain business, to better align its workforce with the Company’s future needs, and to reduce the Company’s operating costs (the “Plan”). As part of the Plan, the Company will continue to focus on commercialization of its KARNO generator technology. Following completion of the Plan, we no longer expect to recognize revenue on products not related to KARNO technology, including the Company’s Hypertruck ERX system (“Hypertruck ERX”) and Hyliion Hybrid system (“Hybr id”). The Company continues to evaluate opportunities to monetize certain of the tangible assets relating to the Business, but no assurances can be provided that any such opportunities will be realized. The Company expects the wind-down to be primarily completed by the end of the Company’s first quarter of fiscal year 2024. We have not accounted for the impacts of the Plan as a discontinued operation through December 31, 2023, and substantial ongoing wind-down activities remain. The Plan included a reduction of the Company’s workforce by approximately 175 people, or 67%, with some severance agreements that provide for continued services through various dates of the Company’s fiscal year 2024. The Plan is expected to result in total charges and expenses of approximately $20.4 million including: (i) $1.2 million in employee severance and retention payments, (ii) $0.7 million in accelerated non-cash stock-based compensation expense, (iii) $14.5 million in contract termination and other cancellation costs, excluding amounts recoverable from resale of tangible assets, and (iv) $4.0 million in non-cash charges, including accelerated depreciation and amortization. Charges and expenses related to the Plan of $11.5 million were incurred in the Company’s fourth quarter of fiscal year 2023 included in exit and termination costs tangible assets. The change in total liabilities associated with the Plan, excluding warranty balances in Note 12, is summarized as follows (in millions). These balances are included within accrued expenses and other current liabilities, as presented in Note 11, with the remainder included within accounts payable. December 31, 2022 Charged to Expense Costs Paid or Settled December 31, 2023 Employee severance and retention $ — $ 1.2 $ (0.1) $ 1.1 Contract terminations — 8.2 (1.7) 6.5 $ — $ 9.4 $ (1.8) $ 7.6 The above estimates of the cash expenditures and charges that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from estimates. In addition, the Company may incur other cash expenditures or charges not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Plan or otherwise. Acquisitions In September 2022, we acquired certain assets (the “Acquired Asset”) of General Electric Company's GE Additive business (the “Acquisition”) including new hydrogen and fuel agnostic capable generator technology. The Acquisition did not meet the definition of a business combination and was accounted for as an asset acquisition. No goodwill was recognized and payments allocated to in-process research and development (“IPR&D”) were recorded in research and development expense as there was no alternative future use. Total consideration for the Acquisition was $32.3 million comprised of $15.0 million in cash, 5,500,000 shares of common stock valued at $16.1 million on the closing date and $1.2 million in direct transaction costs. $3.6 million was recorded as property and equipment with expected useful lives of primarily five years and $28.8 million was recorded as research and development expense. All assets were valued using level 3 inputs, with property and equipment valued using a market approach and IPR&D valued using an income approach based on Company management’s projections. The cash component of the consideration was recorded in the statement of cash flows and allocated between purchase of property and equipment and purchase of IPR&D under investing activities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory, acquisitions, disposals, income taxes, valuation of share-based compensation, and probability-weighted future cash flows associated with long-lived asset impairment reviews . Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial statements. Segment Information ASC 280, Segment Reporting , defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making. Concentration of Supplier Risk The Company is dependent on certain suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of the Company’s products in a timely manner at prices, quality levels and volumes that are acceptable, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of 90 days or less at the time of purchase to be cash and cash equivalents only if in checking, savings or money market accounts. Cash and cash equivalents include cash held in banks and money market accounts and are carried at cost, which approximates fair value. The Company maintains cash in excess of federally insured limits at financial institutions which it believes are of high credit quality and has not incurred any losses related to these balances to date. The Company believes its credit risk, with respect to these financial institutions to be minimal. Restricted Cash The Company provided a supplier with a letter of credit for $7.9 million in the fourth quarter of 2023 to secure the performance of the Company’s obligations to purchase semi-trucks related to the Founders Program, backed by a restricted cash deposit to pay any draws on the letter of credit by the supplier. The Company has provided its corporate headquarters lessor with a letter of credit for $0.7 million to secure the performance of the Company’s lease obligations, backed by a restricted cash deposit to pay any draws on the letter of credit by the lessor. Total cash and cash equivalents and restricted cash as presented in the consolidated statements of cash flows is summarized as follows: December 31, 2023 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 12,881 $ 119,468 $ 258,445 Restricted cash included in prepaid expenses and other current assets 7,918 — — Restricted cash included in other assets 665 665 665 $ 21,464 $ 120,133 $ 259,110 Accounts Receivable Accounts receivable are stated at a gross invoice amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on the Company’s evaluation of the anticipated impact of current economic conditions, changes in the character and size of the balance, past and expected future loss experience and other pertinent factors. At December 31, 2023 and 2022, accounts receivable included amounts receivable from customers of $0.0 million and $1.1 million, respectively. At December 31, 2023 and 2022, allowance for doubtful accounts on customer receivables were $0.0 million and $0.1 million, respectively. The portion of our net accounts receivable from significant customers is summarized as follows: December 31, 2023 2022 Customer A — % 82 % Customer C — 12 — % 94 % Investments The Company’s investments consist of corporate bonds, U.S. treasury and agency securities, state and local municipal bonds and commercial paper, all of which are classified as held-to-maturity, with a maturity date of 36-months or less at the time of purchase. The Company determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, along with interest, is included in interest income. The Company uses the specific identification method to determine the cost basis of securities sold. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates investments for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. Fair Value Measurements ASC 820, Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date; Level II : Significant other observable inputs other than level I prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level III : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents and restricted cash, accounts receivable, investments, accounts payable and accrued expenses. The carrying value of cash and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The fair value of investments is based on quoted prices for identical or similar instruments in markets that are not active. As a result, investments are classified within Level II of the fair value hierarchy. Inventories Inventory is comprised of raw materials, work in process and finished goods and includes the cost of raw materials, freight, direct and indirect labor and allocations of other conversion costs and overhead. Semi-truck inventory is valued using the specific identification cost method and all other inventory is valued using the moving-average cost method. Inventory is stated at the lower of cost or net realizable value. We review our inventory to determine whether its carrying value exceeds the net amount realizable we expect to receive upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of inventory less the estimated cost to convert the inventory on-hand into a finished product and other costs, which we determined includes the cost of installation and validation, to align with the transfer of control to customers in our revenue policy. Inventory write-downs are first allocated to all other inventory with any residual allocated to semi-truck inventory. Once inventory is written-down based on a lower of cost or net realizable value analysis, that amount establishes the new carrying value of inventory if written-down at year end, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Interim impairments are reversed and reassessed at each reporting period. During the fourth quarter of 2021, we changed from a research and development phase to a production phase for our Hybrid system product. Through December 31, 2023, we have not yet commercialized the KARNO generator. Costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as research and development costs, resulting in zero cost basis for those components. As a result, moving-average prices for inventory that is capitalized in future periods may be significantly affected by those zero cost items. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include prepaid insurance, rent and supplies, which are expected to be recognized, received or realized within the next 12 months. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at allocated fair value at the date of acquisition. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Production machinery and equipment 2 to 7 years Vehicles 3 to 7 years Leasehold improvements shorter of lease term or 7 years Demo fleet systems 2 to 3 years Furniture and fixtures 3 years Computers and related equipment 3 to 7 years Major renewals and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statement of operations as a component of other income (expense). All long-lived assets are located in the United States. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. As a result of factors including the events surrounding the Plan discussed in Note 2, the Company performe d a test of recoverability of its long-lived assets and determined that all long-lived assets were recoverable as of September 30, 2023. As of September 30, 2023, long-lived assets associated with the powertrain busine ss had a recorded amount of $4.2 million and associated probability-weighted estimated future cash flows of $4.4 million. If the Company is unable to sell long-lived assets associated with the powertrain business at a sufficient price, it will record associated impairment charges in future periods. Estimated future cash flows for all other long-lived assets substantially exceeded recorded amounts. Revenue The Company follows five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers, which are: • Step 1: Identify the contract(s) with a customer; • Step 2: Identify the performance obligations in the contract; • Step 3: Determine the transaction price; • Step 4: Allocate the transaction price to the performance obligations in the contract; and • Step 5: Recognize revenue when (or as) a performance obligation is satisfied. Revenue was historically comprised of sales of Hybrid systems for Class 8 semi-trucks, Class 8 semi-trucks outfitted with Hybrid systems and specific other features and services that met the definition of a performance obligation, including internet connectivity and data processing. We provided installation services for the Hybrid system onto the customers’ vehicle. The Company’s products were marketed and sold to end-user fleet customers in North America. When our contracts with customers contained multiple performance obligations and where material, the contract transaction price was allocated on a relative standalone selling price basis to each performance obligation. We recognized revenue on Hybrid system sales and Class 8 semi-trucks outfitted with Hybrid systems upon delivery to, and acceptance of the vehicle by, the customer, which is when control transfers. Contracts were reviewed for significant financing components and payments were typically received within 30 days of delivery. The sale of a Hybrid system to an end-use fleet customer consisted of a completed modification to the customer vehicle and the installation services involved significant integration of the Hybrid system with the customer’s vehicle. Installation services were not distinct within the context of the contract and together with the sale of the Hybrid system represented a single performance obligation. We did not offer any sales returns. Amounts billed to customers related to shipping and handling were classified as revenue, and we have elected to recognize the cost for freight and shipping when control has transferred to the customer as a cost of revenue. Our policy is to exclude taxes collected from customers from the transaction price of contracts. When a Class 8 semi-truck outfitted with a Hybrid system was resold to a customer, judgment was required to determine if we were the principal or agent in the arrangement. We considered factors such as, but not limited to, which entity had the primary responsibility for fulfilling the promise to provide the specified good or service, which entity had inventory risk before the specified good or service has been transferred to a customer and which entity had discretion in establishing the price for the specified good or service. We have determined that we were the principal in transactions involving the resale of Class 8 semi-trucks outfitted with the Hybrid system. The disaggregation of our revenue sources is summarized as follows and is attributable to the U.S.: Year Ended December 31, 2023 2022 Hybrid systems and other $ 416 $ 1,082 Class 8 semi-truck prepared for Hybrid system upfit 256 1,024 Total product sales and other $ 672 $ 2,106 The portion of our revenues from significant customers is summarized as follows: Year Ended December 31, 2023 2022 Customer A 65 % 60 % Customer B — 10 Customer G 25 — 90 % 70 % Leases We determine if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion in the accompanying consolidated balance sheets. We have lease agreements with lease and non-lease components, and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Variable lease costs consist primarily of common area maintenance. ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value for lease payments is the Company’s incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate when readily determinable. The Company’s real estate leases may include one or more options to renew, with the renewal extending the lease term for an additional one Warranties We have historically provided limited assurance-type warranties under our contracts and do not offer extended warranties or maintenance contracts. The warranty period typically extends for the lesser of two years or 200,000 miles following transfer of control and solely relates to correction of product defects during the warranty period. We recognize the cost of the warranty upon transfer of control based on estimated and historical claims rates and fulfillment costs, which are variable. Should product failure rates and fulfillment costs differ from these estimates, material revisions to the estimated warranty liability would be required. Warranty expense is recorded as a component of cost of revenue. Marketing, Promotional and Advertising Costs Marketing, promotional and advertising costs are expensed as incurred and are included as an element of selling, general and administrative expense in the consolidated statement of operations. Marketing, promotional and advertising costs were $1.3 million and $1.1 million for the years ended December 31, 2023 and 2022, respectively. Research and Development Expense Research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Research and development costs include, but are not limited to, outsourced engineering services, allocated facilities costs, depreciation on equipment utilized in research and development activities, internal engineering and development expenses, materials, internally-developed software and employee related expenses (including salaries, benefits, travel, and share-based compensation) related to development of the Company’s products and services. Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation , under which shared based payments that involve the issuance of common stock to employees and nonemployees and meet the criteria for equity-classified awards are recognized in the financial statements as share-based compensation expense based on the fair value on the date of grant. The Company issues restricted stock awards to employees and nonemployees, utilizing new shares. The Company has elected to recognize the adjustment to share-based compensation expense in the period in which forfeitures occur. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award. If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our research and development and selling, general and administrative expenses. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the Company’s history of losses since inception, the net deferred tax assets have been fully offset by a valuation allowance at December 31, 2023 and 2022. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. For the years ended December 31, 2023 and 2022, there were no uncertain tax positions taken or expected to be taken in the Company’s tax returns. Net Loss Per Share Basic loss per share (“EPS”) is computed by dividing net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS attributable to common shareholders is computed by adjusting net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options and vesting of restricted stock awards (see Note 8). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , to enhance transparency and decision usefulness of income tax disclosures. The pronouncement is effective for fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve the disclosures about a public entity’s reportable segments. The pronouncement is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. The pronouncement is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2021-10 for the year ended December 31, 2022 with no material impact and updated its related disclosures. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 4. Investments The amortized cost, unrealized gains and losses, and fair value, and maturities of our held-to-maturity investments at December 31, 2023 and 2022 are summarized as follows: Fair Value Measurements at December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Commercial paper $ 35,218 $ 18 $ (10) $ 35,226 U.S. government agency bonds 27,602 56 (186) 27,472 State and municipal bonds 15,262 1 (48) 15,215 Corporate bonds and notes 200,401 515 (255) 200,661 $ 278,483 $ 590 $ (499) $ 278,574 Fair Value Measurements at December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Commercial paper $ 36,675 $ 2 $ (161) $ 36,516 U.S. government agency bonds 12,441 6 (328) 12,119 State and municipal bonds 40,104 28 (628) 39,504 Corporate bonds and notes 213,088 76 (3,344) 209,820 $ 302,308 $ 112 $ (4,461) $ 297,959 December 31, 2023 December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 150,297 $ 149,934 $ 193,740 $ 191,094 Due after one year through five years 128,186 128,640 108,568 106,865 $ 278,483 $ 278,574 $ 302,308 $ 297,959 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The fair value measurements of our financial assets at December 31, 2023 and 2022 are summarized as follows: Fair Value Measurements at December 31, 2023 Level I Level II Level III Total Cash and cash equivalents $ 12,881 $ — $ — $ 12,881 Restricted cash 8,583 — — 8,583 Held-to-maturity investments: Commercial paper — 35,226 — 35,226 U.S. government agency bonds — 27,472 — 27,472 State and municipal bonds — 15,215 — 15,215 Corporate bonds and notes — 200,661 — 200,661 $ 21,464 $ 278,574 $ — $ 300,038 Fair Value Measurements at December 31, 2022 Level I Level II Level III Total Cash and cash equivalents $ 119,468 $ — $ — $ 119,468 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 36,516 — 36,516 U.S. government agency bonds — 12,119 — 12,119 State and municipal bonds — 39,504 — 39,504 Corporate bonds and notes — 209,820 — 209,820 $ 120,133 $ 297,959 $ — $ 418,092 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory The carrying value of our inventory at December 31, 2023 and 2022 is summarized as follows: December 31, 2023 2022 Raw materials $ — $ — Work in process — — Finished goods — 74 $ — $ 74 We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the years ended December 31, 2023 and 2022, we recorded write-downs of $1.1 million and $5.6 million, respectively, included primarily in cost of revenues. |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Capital Structure | Note 7. Capital Structure Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share. The Company’s Board is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, option or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December 31, 2023 and 2022, there were no shares of preferred stock issued and outstanding. Common Stock At December 31, 2023, the following shares of common stock were reserved for future issuance: Stock options issued and outstanding 522,971 Authorized for future grant under 2020 Equity Incentive Plan 6,988,626 Authorized for future issuance under the Hyliion Holdings Corp. Employee Stock Purchase Plan 1,800,000 9,311,597 Treasury Stock In December 2023, we announced a share repurchase program which has no expiration date, authorizing the repurchase of up to $20.0 million in shares. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 8. Share-Based Compensation 2016 Equity Incentive Plan The Hyliion Inc. 2016 Equity Incentive Plan (the “2016 Plan”), as amended in August 2017 and approved by the Board, permitted the granting of various awards including stock options (including both nonqualified options and incentive options), stock appreciation rights (“SARs”), stock awards, phantom stock units, performance awards and other share-based awards to employees, outside directors and consultants and advisors of the Company. Only stock options have been awarded to employees, consultants and advisors under the 2016 Plan. No further grants can be made under the 2016 Plan. Employee and nonemployee stock options generally vest over four years, with a maximum term of ten years from the date of grant. These awards become available to the recipient upon the satisfaction of a vesting condition based on a period of service. Activity in the 2016 Plan for the years ended December 31, 2023 and 2022 is summarized as follows: Number of Options Weighted Average Weighted Average Outstanding at December 31, 2021 3,157,889 $ 0.16 6.6 years Exercised (563,617) 0.17 Forfeited (52,833) 0.20 Outstanding at December 31, 2022 2,541,439 0.15 3.7 years Exercised (1,936,018) 0.13 Forfeited (82,450) 0.22 Outstanding at December 31, 2023 522,971 $ 0.20 4.3 years Exercisable at December 31, 2023 473,239 $ 0.20 4.1 years At December 31, 2023, the options outstanding and exercisable had an intrinsic value of $0.3 million and $0.3 million, respectively. There were no options with an exercise price greater than the market price on December 31, 2023 to exclude from the intrinsic value computation. The intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $2.4 million and $2.4 million, respectively. Share-based compensation expense under the 2016 Plan for the years ended December 31, 2023 and 2022 was nil and $0.1 million, respectively. There was no unrecognized compensation expense related the 2016 Plan at December 31, 2023. 2020 Equity Incentive Plan On October 1, 2020, the Company’s shareholders approved a new long-term incentive award plan (the “2020 Plan”) in connection with the Business Combination. The 2020 Plan is administered by the Board and the compensation committee. The selection of participants, allotment of shares, determination of price and other conditions are approved by the Board and the compensation committee at its sole discretion in order to attract and retain personnel instrumental to the success of the Company. Under the 2020 Plan, the Company may grant an aggregate of 12,200,000 shares of common stock in the form of nonstatutory stock options, incentive stock options, SARs, restricted stock awards, performance awards and other awards. No stock options have been granted under the 2020 Plan. Employee and director RSUs for which a grant date has been established generally vest over three Activity in the 2020 Plan for the years ended December 31, 2023 and 2022 is summarized as follows: Number of Units Weighted Average Grant Date Fair Value (in Dollars) Unvested at December 31, 2021 1 1,556,794 $ 11.01 Granted 2 2,504,939 4.10 Vested (470,426) 11.07 Forfeited 3 (822,207) 8.44 Unvested at December 31, 2022 4 2,769,100 5.51 Granted 5 2,192,900 2.57 Vested (1,350,172) 5.28 Forfeited 6 (860,505) 4.53 Unvested at December 31, 2023 7 2,751,323 $ 3.59 1 Excludes 1,910,914 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 2 Excludes 204,167 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 3 Excludes 130,000 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 4 Excludes 1,336,667 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 5 Excludes 25,000 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 6 Excludes 59,584 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 7 Excludes 633,750 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. Share-based compensation expense under the 2020 Plan for the years ended December 31, 2023 and 2022 was $6.2 million and $6.9 million, respectively. The fair value of RSUs that vested during the years ended December 31, 2023 and 2022 was $2.8 million and $1.7 million, respectively. There was $4.9 million of unrecognized compensation expense related to the 2020 Plan at December 31, 2023, which is expected to be recognized over the remaining vesting periods, subject to forfeitures, with a weighted-average period of 1.5 years. As a result of execution of the Plan and failure to meet fiscal 2023 performance conditions for certain awards to employees, we expect 0.8 million RSU awards to be forfeited in the first quarter of fiscal 2024. Employee Stock Purchase Plan The Company has an authorized employee stock purchase plan (the “ESPP”) that would enable employees to contribute up to 15% of their base compensation toward the purchase of the Company’s common stock at 85% of its market value on the first or last day of each offering period. The ESPP has not been implemented through December 31, 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 9. Leases The Company enters into operating leases for its corporate office, temporary offices, vehicles and equipment. In addition, the Company may enter into arrangements whereby portions of the leased premises are subleased to third parties and are classified as operating leases. In May 2023, the Company executed a lease for its facility in Milford, Ohio, with a term through 2028 including the option to extend the term for up to two consecutive terms of three years, which was not reasonably certain to be exercised at the commencement date. In December 2021, the Company amended the lease for its corporate office. This amendment increased the amount of space under the original lease, adjusted the monthly lease payments, and decreased the term of the lease through 2027. The Company accounted for this extension as a lease modification and recorded a decrease to the operating lease ROU asset and lease liability. The lease amendment includes the option to extend the term for up to two consecutive terms of five years, which was not reasonably certain to be exercised at the modification date. The following table provides a summary of the components of lease income, costs and rent, which are included within research and development and selling, general and administrative expense: Year Ended December 31, 2023 2022 Operating lease costs: Operating lease cost $ 2,239 $ 1,921 Short-term lease cost 508 199 Variable lease cost 682 622 Total operating lease costs $ 3,429 $ 2,742 The following table provides the weighted-average lease terms and discount rates used for the Company’s operating leases: December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 3.6 years 4.3 years Weighted-average discount rate: Operating leases 8.7 % 7.1 % The following table provides a summary of operating lease liability maturities for the next five years and thereafter at December 31, 2023: 2024 $ 1,497 2025 2,900 2026 2,989 2027 1,426 2028 306 Thereafter — Total minimum lease payments 9,118 Less: imputed interest (1,479) Total lease obligations $ 7,639 |
Leases | Note 9. Leases The Company enters into operating leases for its corporate office, temporary offices, vehicles and equipment. In addition, the Company may enter into arrangements whereby portions of the leased premises are subleased to third parties and are classified as operating leases. In May 2023, the Company executed a lease for its facility in Milford, Ohio, with a term through 2028 including the option to extend the term for up to two consecutive terms of three years, which was not reasonably certain to be exercised at the commencement date. In December 2021, the Company amended the lease for its corporate office. This amendment increased the amount of space under the original lease, adjusted the monthly lease payments, and decreased the term of the lease through 2027. The Company accounted for this extension as a lease modification and recorded a decrease to the operating lease ROU asset and lease liability. The lease amendment includes the option to extend the term for up to two consecutive terms of five years, which was not reasonably certain to be exercised at the modification date. The following table provides a summary of the components of lease income, costs and rent, which are included within research and development and selling, general and administrative expense: Year Ended December 31, 2023 2022 Operating lease costs: Operating lease cost $ 2,239 $ 1,921 Short-term lease cost 508 199 Variable lease cost 682 622 Total operating lease costs $ 3,429 $ 2,742 The following table provides the weighted-average lease terms and discount rates used for the Company’s operating leases: December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 3.6 years 4.3 years Weighted-average discount rate: Operating leases 8.7 % 7.1 % The following table provides a summary of operating lease liability maturities for the next five years and thereafter at December 31, 2023: 2024 $ 1,497 2025 2,900 2026 2,989 2027 1,426 2028 306 Thereafter — Total minimum lease payments 9,118 Less: imputed interest (1,479) Total lease obligations $ 7,639 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 10. Property and Equipment, Net Property and equipment, net at December 31, 2023 and 2022 is summarized as follows: December 31, 2023 2022 Production machinery and equipment $ 10,376 $ 5,897 Vehicles 2,013 817 Leasehold improvements 2,236 1,002 Office furniture and fixtures 223 162 Computers and related equipment 1,963 1,367 16,811 9,245 Less: accumulated depreciation (6,824) (3,639) Total property and equipment, net $ 9,987 $ 5,606 Depreciation expense for the years ended December 31, 2023 and 2022 totaled approximately $3.2 million and $1.1 million, respectively. For the year ended December 31, 2023, $0.6 million, $1.7 million, and $0.9 million was included in selling, general and administrative expenses, research and development expenses and exit and termination costs, respectively, in the consolidated statements of operations. For the year ended December 31, 2022, $0.3 million and $0.8 million was included in selling, general and administrative expenses, and research and development expenses, respectively, in the co nsolidated statements of operations. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2023 and 2022 are summarized as follows: December 31, 2023 2022 Accrued professional services and other $ 2,606 $ 5,834 Accrued compensation and related benefits 1,510 4,773 Other accrued liabilities 1,922 928 Accrued severance, contract termination, and other charges 4,013 — $ 10,051 $ 11,535 |
Warranties
Warranties | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Warranties | Note 12. Warranties The change in warranty liability for the years ended December 31, 2023 and 2022 is summarized as follows and included within accrued expenses and other current liabilities and other liabilities in the consolidated balance sheets: Year ended December 31, 2023 2022 Balance at beginning of period $ 527 $ 44 Accrual for warranties issued 218 644 Net changes in accrual related to pre-existing warranties (154) (7) Warranty charges (182) (154) Balance at end of period $ 409 $ 527 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The income tax provision for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Current tax expense: Federal $ — $ — State — — Total current tax expense $ — $ — Deferred tax (benefit) expense: Federal $ (25,328) $ (34,296) State — (40) Valuation allowance 25,328 34,336 Total deferred tax expense $ — $ — The components of deferred taxes at December 31, 2023 and 2022 are summarized as follows: December 31, 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 62,561 $ 48,186 State net operating loss carryforwards 491 491 Operating lease obligation 1,604 1,537 Section 174 expenditures 26,444 14,840 R&D tax credit 4,714 4,714 Other 3,235 3,148 Intangible assets, net 5,522 6,001 Total deferred tax assets 104,571 78,917 Less: valuation allowance (102,803) (77,475) Deferred tax assets, net of valuation allowance 1,768 1,442 Deferred tax liabilities: Operating lease right of use asset, net 1,485 1,359 Property and equipment, net 283 83 Total deferred tax liabilities 1,768 1,442 Net deferred tax assets $ — $ — The reconciliation of taxes at the federal statutory rate to the Company’s provision for income taxes for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Provision at statutory rate of 21% $ (25,937) $ (32,205) State tax expense — 492 Stock options 520 533 Other 89 865 R&D tax credit — (4,021) Change in valuation allowance 25,328 34,336 $ — $ — In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considere d the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences at December 31, 2023. The Company had federal net operating loss carryforwards of $297.9 million and $229.5 million at December 31, 2023 and 2022, respectively. At December 31, 2023, $10.5 million of this amount will begin to expire in 2036 and the remaining $287.4 million has an indefinite carryforward period. The Company had state net operating loss carryforwards of $12.5 million and $12.5 million at December 31, 2023 and 2022, respectively, that will begin to expire beginning in 2036 and research and development credits of $4.7 million that will begin to expire in 2037. The Company's ability to utilize a portion of net operating loss carryforwards and credits to offset future taxable income, and tax, respectively, is subject to certain limitations under Section 382 of the Internal Revenue Code upon changes in equity ownership of the Company. Due to such limitation, $2.0 million of the Company’s net operating loss and less than $0.1 million of the Company’s R&D credits will expire unused, regardless of taxable income in future years. The Company files a United States federal income tax return, as well as income tax returns in various states. The tax returns for years 2020 and thereafter remain open for examination. However, the taxing authorities have the ability to review the propriety of tax losses created in closed tax years to the extent such losses are utilized in an open tax year. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Economic Incentive Agreement During the year ended December 31, 2018, the Company entered into an agreement with the Cedar Park Economic Development Corporation (“EDC”), whereby the Company would receive cash grants from the EDC contingent upon the Company fulfilling and maintaining certain corporate office lease and employment requirements. The specified requirements must be met on or before specific measurement dates and maintained throughout the term of the agreement, which expires effective December 31, 2025. As the terms of the EDC grant agreement require the Company to meet and maintain all of the performance requirements throughout the term of the agreement and the Company did not meet the conditions for the grant funding received through December 31, 2023, all amounts received from the EDC are subject to refund. Accordingly, total grant funding of $1.1 million is included within other current accrued liabilities as of December 31, 2023. Total grant funding of $0.9 million was included within other noncurrent liabilities as of December 31, 2022. Under the agreement, the EDC has the right to file a security interest to all assets of the Company. Legal Proceedings The Company is periodically involved in legal proceedings, legal actions and claims arising in the nor mal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. The Company believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Company’s financial position, results of operations or cash flows. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 15. Net Loss Per Share The computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022 is summarized as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (123,510) $ (153,357) Denominator: Weighted average shares outstanding, basic and diluted 181,411,069 175,400,486 Net loss per share, basic and diluted $ (0.68) $ (0.87) Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the years ended December 31, 2023 and 2022 are summarized as follows: Year Ended December 31, 2023 2022 Unexercised stock options 522,971 2,541,439 Unvested restricted stock units* 3,385,073 4,105,673 3,908,044 6,647,112 * Potential common shares from unvested restricted stock units for the years ended December 31, 2023 and 2022 include 633,750 and 1,336,667 shares, respectively, where no accounting grant date has been established. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Note 16. Supplemental Cash Flow Information Supplemental cash flow information for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Cash paid for interest $ — $ — Cash paid for taxes $ — $ — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (2,470) $ (1,921) Right-of-use assets obtained in exchange for lease obligations $ 2,096 $ — Year Ended December 31, 2023 2022 Supplemental disclosure of noncash investing and financing activities: Common stock issued for purchase of assets $ — $ 16,115 Acquisitions of property and equipment and intangible assets included in accounts payable and other $ 292 $ 59 |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Note 17. Retirement Plan The Company has adopted a 401(k) plan to provide all eligible employees a means to accumulate retirement savings on a tax-advantaged or post-tax basis. The 401(k) plan eligibility conditions require participants are at least 21 years old to participate. Eligibility entry date is the first of the month following date of hire, or the first of the month following the date the employee turns 21 years old. Plan participants may make elective contributions up to the maximum percentage of compensation and dollar amount allowed under the Internal Revenue Code and are always 100% vested in their elective contributions. The Company has also established a Profit Sharing plan in which the employer may make contributions on the employee’s behalf (“discretionary employer contributions”). The Company did not make any Profit Sharing contributions during the years ended December 31, 2023 and 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Hyliion Holdings Corp. and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated upon consolidation. The consolidated financial statements and accompanying notes have been prepared in a ccordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with the rules and regulations of the Unites States Securities and Exchange Commission (“SEC”). Any reference in these footnotes to the applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the balance sheet date, as well as reported amounts of expenses during the reporting period. The Company’s most significant estimates and judgments involve inventory, acquisitions, disposals, income taxes, valuation of share-based compensation, and probability-weighted future cash flows associated with long-lived asset impairment reviews . Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial statements. |
Segment Information | Segment Information ASC 280, Segment Reporting , defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Company’s CODM is the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources. The CODM uses cash flows as the primary measure to manage the business and does not segment the business for internal reporting or decision making. |
Concentration of Supplier Risk | Concentration of Supplier Risk The Company is dependent on certain suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of the Company’s products in a timely manner at prices, quality levels and volumes that are acceptable, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse effect on the Company’s business, prospects, financial condition and operating results. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of 90 days or less at the time of purchase to be cash and cash equivalents only if in checking, savings or money market accounts. Cash and cash equivalents include cash held in banks and money market accounts and are carried at cost, which approximates fair value. The Company maintains cash in excess of federally insured limits at financial institutions which it believes are of high credit quality and has not incurred any losses related to these balances to date. The Company believes its credit risk, with respect to these financial institutions to be minimal. |
Accounts Receivable | Accounts Receivable |
Investments | Investments The Company’s investments consist of corporate bonds, U.S. treasury and agency securities, state and local municipal bonds and commercial paper, all of which are classified as held-to-maturity, with a maturity date of 36-months or less at the time of purchase. The Company determines the appropriate classification of investments at the time of purchase and re-evaluates such designation as of each balance sheet date. Investments are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, along with interest, is included in interest income. The Company uses the specific identification method to determine the cost basis of securities sold. Investments are impaired when a decline in fair value is judged to be other-than-temporary. The Company evaluates investments for impairment by considering the length of time and extent to which market value has been less than cost or amortized cost, the financial condition and near-term prospects of the issuer as well as specific events or circumstances that may influence the operations of the issuer and the Company’s intent to sell the security or the likelihood that it will be required to sell the security before recovery of the entire amortized cost. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded to other income (expense) and a new cost basis in the investment is established. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I : Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access at the measurement date; Level II : Significant other observable inputs other than level I prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level III : Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The Company believes its valuation methods are appropriate and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The Company’s financial instruments consist of cash and cash equivalents and restricted cash, accounts receivable, investments, accounts payable and accrued expenses. The carrying value of cash and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. The fair value of investments is based on quoted prices for identical or similar instruments in markets that are not active. As a result, investments are classified within Level II of the fair value hierarchy. |
Inventories | Inventories Inventory is comprised of raw materials, work in process and finished goods and includes the cost of raw materials, freight, direct and indirect labor and allocations of other conversion costs and overhead. Semi-truck inventory is valued using the specific identification cost method and all other inventory is valued using the moving-average cost method. Inventory is stated at the lower of cost or net realizable value. We review our inventory to determine whether its carrying value exceeds the net amount realizable we expect to receive upon the ultimate sale of the inventory. This requires us to determine the estimated selling price of inventory less the estimated cost to convert the inventory on-hand into a finished product and other costs, which we determined includes the cost of installation and validation, to align with the transfer of control to customers in our revenue policy. Inventory write-downs are first allocated to all other inventory with any residual allocated to semi-truck inventory. Once inventory is written-down based on a lower of cost or net realizable value analysis, that amount establishes the new carrying value of inventory if written-down at year end, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Interim impairments are reversed and reassessed at each reporting period. During the fourth quarter of 2021, we changed from a research and development phase to a production phase for our Hybrid system product. Through December 31, 2023, we have not yet commercialized the KARNO generator. Costs incurred for components acquired prior to our determination of reaching a commercial stage are expensed as research and development costs, resulting in zero cost basis for those components. As a result, moving-average prices for inventory that is capitalized in future periods may be significantly affected by those zero cost items. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include prepaid insurance, rent and supplies, which are expected to be recognized, received or realized within the next 12 months. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation, or if acquired in a business combination, at allocated fair value at the date of acquisition. Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Production machinery and equipment 2 to 7 years Vehicles 3 to 7 years Leasehold improvements shorter of lease term or 7 years Demo fleet systems 2 to 3 years Furniture and fixtures 3 years Computers and related equipment 3 to 7 years Major renewals and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is recorded in the consolidated statement of operations as a component of other income (expense). All long-lived assets are located in the United States. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets , which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. |
Revenue | Revenue The Company follows five steps to recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers, which are: • Step 1: Identify the contract(s) with a customer; • Step 2: Identify the performance obligations in the contract; • Step 3: Determine the transaction price; • Step 4: Allocate the transaction price to the performance obligations in the contract; and • Step 5: Recognize revenue when (or as) a performance obligation is satisfied. Revenue was historically comprised of sales of Hybrid systems for Class 8 semi-trucks, Class 8 semi-trucks outfitted with Hybrid systems and specific other features and services that met the definition of a performance obligation, including internet connectivity and data processing. We provided installation services for the Hybrid system onto the customers’ vehicle. The Company’s products were marketed and sold to end-user fleet customers in North America. When our contracts with customers contained multiple performance obligations and where material, the contract transaction price was allocated on a relative standalone selling price basis to each performance obligation. We recognized revenue on Hybrid system sales and Class 8 semi-trucks outfitted with Hybrid systems upon delivery to, and acceptance of the vehicle by, the customer, which is when control transfers. Contracts were reviewed for significant financing components and payments were typically received within 30 days of delivery. The sale of a Hybrid system to an end-use fleet customer consisted of a completed modification to the customer vehicle and the installation services involved significant integration of the Hybrid system with the customer’s vehicle. Installation services were not distinct within the context of the contract and together with the sale of the Hybrid system represented a single performance obligation. We did not offer any sales returns. Amounts billed to customers related to shipping and handling were classified as revenue, and we have elected to recognize the cost for freight and shipping when control has transferred to the customer as a cost of revenue. Our policy is to exclude taxes collected from customers from the transaction price of contracts. When a Class 8 semi-truck outfitted with a Hybrid system was resold to a customer, judgment was required to determine if we were the principal or agent in the arrangement. We considered factors such as, but not limited to, which entity had the primary responsibility for fulfilling the promise to provide the specified good or service, which entity had inventory risk before the specified good or service has been transferred to a customer and which entity had discretion in establishing the price for the specified good or service. We have determined that we were the principal in transactions involving the resale of Class 8 semi-trucks outfitted with the Hybrid system. |
Leases | Leases We determine if an arrangement is a lease at inception of the contract. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion in the accompanying consolidated balance sheets. We have lease agreements with lease and non-lease components, and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component. Variable lease costs consist primarily of common area maintenance. ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate the present value for lease payments is the Company’s incremental borrowing rate, which is determined based on information available at lease commencement and is equal to the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. The Company uses the implicit rate when readily determinable. The Company’s real estate leases may include one or more options to renew, with the renewal extending the lease term for an additional one |
Warranties | Warranties We have historically provided limited assurance-type warranties under our contracts and do not offer extended warranties or maintenance contracts. The warranty period typically extends for the lesser of two years or 200,000 miles following transfer of control and solely relates to correction of product defects during the warranty period. We recognize the cost of the warranty upon transfer of control based on estimated and historical claims rates and fulfillment costs, which are variable. Should product failure rates and fulfillment costs differ from these estimates, material revisions to the estimated warranty liability would be required. Warranty expense is recorded as a component of cost of revenue. |
Marketing, Promotional and Advertising Costs | Marketing, Promotional and Advertising Costs |
Research and Development Expense | Research and Development Expense Research and development costs did not meet the requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Research and development costs include, but are not limited to, outsourced engineering services, allocated facilities costs, depreciation on equipment utilized in research and development activities, internal engineering and development expenses, materials, internally-developed software and employee related expenses (including salaries, benefits, travel, and share-based compensation) related to development of the Company’s products and services. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation , under which shared based payments that involve the issuance of common stock to employees and nonemployees and meet the criteria for equity-classified awards are recognized in the financial statements as share-based compensation expense based on the fair value on the date of grant. The Company issues restricted stock awards to employees and nonemployees, utilizing new shares. The Company has elected to recognize the adjustment to share-based compensation expense in the period in which forfeitures occur. We recognize compensation expense for awards with only service conditions on a straight-line basis over the requisite service period for the entire award. If factors change, and we utilize different assumptions including the probability of achieving performance conditions, share-based compensation cost on future award grants may differ significantly from share-based compensation cost recognized on past award grants. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate any remaining unearned share-based compensation cost or incur incremental cost. Share-based compensation cost affects our research and development and selling, general and administrative expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes , under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities and net operating loss and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Due to the Company’s history of losses since inception, the net deferred tax assets have been fully offset by a valuation allowance at December 31, 2023 and 2022. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the more likely than not threshold for financial statement recognition and measurement. For the years ended December 31, 2023 and 2022, there were no uncertain tax positions taken or expected to be taken in the Company’s tax returns. |
Net Loss Per Share | Net Loss Per Share Basic loss per share (“EPS”) is computed by dividing net loss (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS attributable to common shareholders is computed by adjusting net loss by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include shares issuable upon exercise of stock options and vesting of restricted stock awards (see Note 8). The number of potential common shares outstanding are calculated using the treasury stock or if-converted method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , to enhance transparency and decision usefulness of income tax disclosures. The pronouncement is effective for fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to improve the disclosures about a public entity’s reportable segments. The pronouncement is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and we expect a material impact to our disclosures as a result of adoption. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance , to increase transparency of government assistance which requires annual disclosures about transactions with a government entity that are accounted for by applying a grant or contribution accounting model by analogy. The pronouncement is effective for fiscal years beginning after December 15, 2021. The Company adopted ASU 2021-10 for the year ended December 31, 2022 with no material impact and updated its related disclosures. |
Acquisitions and Disposals (Tab
Acquisitions and Disposals (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Changes in Plan Liabilities | The change in total liabilities associated with the Plan, excluding warranty balances in Note 12, is summarized as follows (in millions). These balances are included within accrued expenses and other current liabilities, as presented in Note 11, with the remainder included within accounts payable. December 31, 2022 Charged to Expense Costs Paid or Settled December 31, 2023 Employee severance and retention $ — $ 1.2 $ (0.1) $ 1.1 Contract terminations — 8.2 (1.7) 6.5 $ — $ 9.4 $ (1.8) $ 7.6 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Restrictions on Cash and Cash Equivalents | Total cash and cash equivalents and restricted cash as presented in the consolidated statements of cash flows is summarized as follows: December 31, 2023 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 12,881 $ 119,468 $ 258,445 Restricted cash included in prepaid expenses and other current assets 7,918 — — Restricted cash included in other assets 665 665 665 $ 21,464 $ 120,133 $ 259,110 |
Schedule of Significant Customers | The portion of our net accounts receivable from significant customers is summarized as follows: December 31, 2023 2022 Customer A — % 82 % Customer C — 12 — % 94 % The portion of our revenues from significant customers is summarized as follows: Year Ended December 31, 2023 2022 Customer A 65 % 60 % Customer B — 10 Customer G 25 — 90 % 70 % |
Schedule of Estimated Useful Lives | Depreciation is calculated using the straight-line method, based upon the following estimated useful lives: Production machinery and equipment 2 to 7 years Vehicles 3 to 7 years Leasehold improvements shorter of lease term or 7 years Demo fleet systems 2 to 3 years Furniture and fixtures 3 years Computers and related equipment 3 to 7 years |
Schedule of Disaggregation of Revenue | The disaggregation of our revenue sources is summarized as follows and is attributable to the U.S.: Year Ended December 31, 2023 2022 Hybrid systems and other $ 416 $ 1,082 Class 8 semi-truck prepared for Hybrid system upfit 256 1,024 Total product sales and other $ 672 $ 2,106 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value | The amortized cost, unrealized gains and losses, and fair value, and maturities of our held-to-maturity investments at December 31, 2023 and 2022 are summarized as follows: Fair Value Measurements at December 31, 2023 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Commercial paper $ 35,218 $ 18 $ (10) $ 35,226 U.S. government agency bonds 27,602 56 (186) 27,472 State and municipal bonds 15,262 1 (48) 15,215 Corporate bonds and notes 200,401 515 (255) 200,661 $ 278,483 $ 590 $ (499) $ 278,574 Fair Value Measurements at December 31, 2022 Amortized Cost Gross Unrealized Gross Unrealized Fair Value Commercial paper $ 36,675 $ 2 $ (161) $ 36,516 U.S. government agency bonds 12,441 6 (328) 12,119 State and municipal bonds 40,104 28 (628) 39,504 Corporate bonds and notes 213,088 76 (3,344) 209,820 $ 302,308 $ 112 $ (4,461) $ 297,959 |
Schedule of Investment Maturity | December 31, 2023 December 31, 2022 Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 150,297 $ 149,934 $ 193,740 $ 191,094 Due after one year through five years 128,186 128,640 108,568 106,865 $ 278,483 $ 278,574 $ 302,308 $ 297,959 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis | The fair value measurements of our financial assets at December 31, 2023 and 2022 are summarized as follows: Fair Value Measurements at December 31, 2023 Level I Level II Level III Total Cash and cash equivalents $ 12,881 $ — $ — $ 12,881 Restricted cash 8,583 — — 8,583 Held-to-maturity investments: Commercial paper — 35,226 — 35,226 U.S. government agency bonds — 27,472 — 27,472 State and municipal bonds — 15,215 — 15,215 Corporate bonds and notes — 200,661 — 200,661 $ 21,464 $ 278,574 $ — $ 300,038 Fair Value Measurements at December 31, 2022 Level I Level II Level III Total Cash and cash equivalents $ 119,468 $ — $ — $ 119,468 Restricted cash 665 — — 665 Held-to-maturity investments: Commercial paper — 36,516 — 36,516 U.S. government agency bonds — 12,119 — 12,119 State and municipal bonds — 39,504 — 39,504 Corporate bonds and notes — 209,820 — 209,820 $ 120,133 $ 297,959 $ — $ 418,092 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The carrying value of our inventory at December 31, 2023 and 2022 is summarized as follows: December 31, 2023 2022 Raw materials $ — $ — Work in process — — Finished goods — 74 $ — $ 74 |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved | At December 31, 2023, the following shares of common stock were reserved for future issuance: Stock options issued and outstanding 522,971 Authorized for future grant under 2020 Equity Incentive Plan 6,988,626 Authorized for future issuance under the Hyliion Holdings Corp. Employee Stock Purchase Plan 1,800,000 9,311,597 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share Option Activity | Activity in the 2016 Plan for the years ended December 31, 2023 and 2022 is summarized as follows: Number of Options Weighted Average Weighted Average Outstanding at December 31, 2021 3,157,889 $ 0.16 6.6 years Exercised (563,617) 0.17 Forfeited (52,833) 0.20 Outstanding at December 31, 2022 2,541,439 0.15 3.7 years Exercised (1,936,018) 0.13 Forfeited (82,450) 0.22 Outstanding at December 31, 2023 522,971 $ 0.20 4.3 years Exercisable at December 31, 2023 473,239 $ 0.20 4.1 years Activity in the 2020 Plan for the years ended December 31, 2023 and 2022 is summarized as follows: Number of Units Weighted Average Grant Date Fair Value (in Dollars) Unvested at December 31, 2021 1 1,556,794 $ 11.01 Granted 2 2,504,939 4.10 Vested (470,426) 11.07 Forfeited 3 (822,207) 8.44 Unvested at December 31, 2022 4 2,769,100 5.51 Granted 5 2,192,900 2.57 Vested (1,350,172) 5.28 Forfeited 6 (860,505) 4.53 Unvested at December 31, 2023 7 2,751,323 $ 3.59 1 Excludes 1,910,914 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 2 Excludes 204,167 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 3 Excludes 130,000 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 4 Excludes 1,336,667 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 5 Excludes 25,000 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 6 Excludes 59,584 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. 7 Excludes 633,750 shares underlying RSU awards with performance conditions, which have not been accounted for because no accounting grant date has been established. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs and Finance Lease Costs | The following table provides a summary of the components of lease income, costs and rent, which are included within research and development and selling, general and administrative expense: Year Ended December 31, 2023 2022 Operating lease costs: Operating lease cost $ 2,239 $ 1,921 Short-term lease cost 508 199 Variable lease cost 682 622 Total operating lease costs $ 3,429 $ 2,742 |
Schedule of Weighted-average Lease Terms and Discount Rates | The following table provides the weighted-average lease terms and discount rates used for the Company’s operating leases: December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 3.6 years 4.3 years Weighted-average discount rate: Operating leases 8.7 % 7.1 % |
Schedule of Lease Liability Maturities for the Next Five Years | The following table provides a summary of operating lease liability maturities for the next five years and thereafter at December 31, 2023: 2024 $ 1,497 2025 2,900 2026 2,989 2027 1,426 2028 306 Thereafter — Total minimum lease payments 9,118 Less: imputed interest (1,479) Total lease obligations $ 7,639 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net at December 31, 2023 and 2022 is summarized as follows: December 31, 2023 2022 Production machinery and equipment $ 10,376 $ 5,897 Vehicles 2,013 817 Leasehold improvements 2,236 1,002 Office furniture and fixtures 223 162 Computers and related equipment 1,963 1,367 16,811 9,245 Less: accumulated depreciation (6,824) (3,639) Total property and equipment, net $ 9,987 $ 5,606 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2023 and 2022 are summarized as follows: December 31, 2023 2022 Accrued professional services and other $ 2,606 $ 5,834 Accrued compensation and related benefits 1,510 4,773 Other accrued liabilities 1,922 928 Accrued severance, contract termination, and other charges 4,013 — $ 10,051 $ 11,535 |
Warranties (Tables)
Warranties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of Product Warranty Liability | The change in warranty liability for the years ended December 31, 2023 and 2022 is summarized as follows and included within accrued expenses and other current liabilities and other liabilities in the consolidated balance sheets: Year ended December 31, 2023 2022 Balance at beginning of period $ 527 $ 44 Accrual for warranties issued 218 644 Net changes in accrual related to pre-existing warranties (154) (7) Warranty charges (182) (154) Balance at end of period $ 409 $ 527 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The income tax provision for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Current tax expense: Federal $ — $ — State — — Total current tax expense $ — $ — Deferred tax (benefit) expense: Federal $ (25,328) $ (34,296) State — (40) Valuation allowance 25,328 34,336 Total deferred tax expense $ — $ — |
Schedule of Deferred Taxes | The components of deferred taxes at December 31, 2023 and 2022 are summarized as follows: December 31, 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 62,561 $ 48,186 State net operating loss carryforwards 491 491 Operating lease obligation 1,604 1,537 Section 174 expenditures 26,444 14,840 R&D tax credit 4,714 4,714 Other 3,235 3,148 Intangible assets, net 5,522 6,001 Total deferred tax assets 104,571 78,917 Less: valuation allowance (102,803) (77,475) Deferred tax assets, net of valuation allowance 1,768 1,442 Deferred tax liabilities: Operating lease right of use asset, net 1,485 1,359 Property and equipment, net 283 83 Total deferred tax liabilities 1,768 1,442 Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Taxes at Federal Statutory Rate to Provision for Income Taxes | The reconciliation of taxes at the federal statutory rate to the Company’s provision for income taxes for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Provision at statutory rate of 21% $ (25,937) $ (32,205) State tax expense — 492 Stock options 520 533 Other 89 865 R&D tax credit — (4,021) Change in valuation allowance 25,328 34,336 $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022 is summarized as follows (in thousands, except share and per share data): Year Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (123,510) $ (153,357) Denominator: Weighted average shares outstanding, basic and diluted 181,411,069 175,400,486 Net loss per share, basic and diluted $ (0.68) $ (0.87) |
Schedule of Potential Common Shares | Potential common shares excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect for the years ended December 31, 2023 and 2022 are summarized as follows: Year Ended December 31, 2023 2022 Unexercised stock options 522,971 2,541,439 Unvested restricted stock units* 3,385,073 4,105,673 3,908,044 6,647,112 * Potential common shares from unvested restricted stock units for the years ended December 31, 2023 and 2022 include 633,750 and 1,336,667 shares, respectively, where no accounting grant date has been established. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for the years ended December 31, 2023 and 2022 is summarized as follows: Year Ended December 31, 2023 2022 Cash paid for interest $ — $ — Cash paid for taxes $ — $ — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (2,470) $ (1,921) Right-of-use assets obtained in exchange for lease obligations $ 2,096 $ — |
Schedule of Supplemental Disclosures of Noncash Financing Activities | Year Ended December 31, 2023 2022 Supplemental disclosure of noncash investing and financing activities: Common stock issued for purchase of assets $ — $ 16,115 Acquisitions of property and equipment and intangible assets included in accounts payable and other $ 292 $ 59 |
Description of Organization a_2
Description of Organization and Business Operations and Basis of Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Total equity | $ 306,266 | $ 423,574 | $ 553,915 |
Cash and cash equivalents | 12,881 | $ 119,468 | $ 258,445 |
Investments | $ 278,500 |
Acquisitions and Disposals - Di
Acquisitions and Disposals - Disposals Narrative (Details) $ in Millions | 3 Months Ended | |
Nov. 07, 2023 USD ($) employee | Dec. 31, 2023 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Charged to Expense | |
Strategic Plan | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Workforce reduction (employee) | employee | 175 | |
Workforce reduction percent | 67% | |
Total charges and expenses | $ 20.4 | |
Charges and expenses incurred | $ 11.5 | |
Expected remaining charges and expenses | $ 8.9 | |
Strategic Plan | Employee Severance | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total charges and expenses | 1.2 | |
Strategic Plan | One-time Termination Benefits | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total charges and expenses | 0.7 | |
Strategic Plan | Contract Termination | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total charges and expenses | 14.5 | |
Strategic Plan | Non-cash Charges | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total charges and expenses | $ 4 |
Acquisitions and Disposals - Sc
Acquisitions and Disposals - Schedule of Changes in Plan Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Charged to Expense | $ 11,474 | $ 0 |
Strategic Plan | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charged to Expense | 9,400 | |
Costs Paid or Settled | (1,800) | |
Ending balance | 7,600 | 0 |
Strategic Plan | Employee severance and retention | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charged to Expense | 1,200 | |
Costs Paid or Settled | (100) | |
Ending balance | 1,100 | 0 |
Strategic Plan | Contract terminations | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Charged to Expense | 8,200 | |
Costs Paid or Settled | (1,700) | |
Ending balance | $ 6,500 | $ 0 |
Acquisitions and Disposals - Ac
Acquisitions and Disposals - Acquisition Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||
Goodwill | $ 0 | ||
Research and development | $ 82,240,000 | $ 110,370,000 | |
Acquisition | |||
Asset Acquisition [Line Items] | |||
Total consideration | 32,300,000 | ||
Payments to acquire productive assets | $ 15,000,000 | ||
Common stock shares issued (in shares) | 5,500,000 | ||
Common stock value | $ 16,100,000 | ||
Direct transaction costs | 1,200,000 | ||
Property and equipment | $ 3,600,000 | ||
Estimated useful life | 5 years | ||
Research and development | $ 28,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) renewal_option mi | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | May 31, 2023 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||||
Accounts receivable from customers | $ 0 | $ 1.1 | |||
Accounts receivable allowance | $ 0 | 0.1 | |||
Maturity date (or less) | 36 months | ||||
Options to renew (at least) | renewal_option | 1 | ||||
Lease extension | 3 years | 5 years | |||
Warranty period extend | 2 years | ||||
Warrant extension, mileage | mi | 200,000 | ||||
Marketing and advertising expense | $ 1.3 | $ 1.1 | |||
Supplier | |||||
Lessee, Lease, Description [Line Items] | |||||
Letter of credit | 7.9 | ||||
Corporate Headquarters Lessor | |||||
Lessee, Lease, Description [Line Items] | |||||
Letter of credit | $ 0.7 | ||||
Disposals | Powertrain Business | |||||
Lessee, Lease, Description [Line Items] | |||||
Recorded amount of long lived assets | $ 4.2 | ||||
Estimated future cash flows | $ 4.4 | ||||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease extension | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease extension | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 12,881 | $ 119,468 | $ 258,445 |
Restricted cash included in prepaid expenses and other current assets | 7,918 | 0 | 0 |
Restricted cash included in other assets | 665 | 665 | 665 |
Total cash and cash equivalents | $ 21,464 | $ 120,133 | $ 259,110 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Significant Customers (Details) - Significant Customers | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A | Net accounts receivable | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 0% | 82% |
Customer A | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 65% | 60% |
Customer C | Net accounts receivable | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 0% | 12% |
Customer B | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 0% | 10% |
Customer G | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 25% | 0% |
Customers | Net accounts receivable | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 0% | 94% |
Customers | Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 90% | 70% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | Dec. 31, 2023 |
Production machinery and equipment | Minimum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Production machinery and equipment | Maximum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Vehicles | Minimum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles | Maximum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leasehold improvements | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Demo fleet systems | Minimum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Demo fleet systems | Maximum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computers and related equipment | Minimum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computers and related equipment | Maximum | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total product sales and other | $ 672 | $ 2,106 |
Hybrid systems and other | ||
Disaggregation of Revenue [Line Items] | ||
Total product sales and other | 416 | 1,082 |
Class 8 semi-truck prepared for Hybrid system upfit | ||
Disaggregation of Revenue [Line Items] | ||
Total product sales and other | $ 256 | $ 1,024 |
Investments - Schedule of Amort
Investments - Schedule of Amortized Cost, Unrealized Gains and Losses, and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Held-to-maturity investments | ||
Amortized Cost | $ 278,483 | $ 302,308 |
Gross Unrealized Gains | 590 | 112 |
Gross Unrealized Losses | (499) | (4,461) |
Fair Value | 278,574 | 297,959 |
Commercial paper | ||
Held-to-maturity investments | ||
Amortized Cost | 35,218 | 36,675 |
Gross Unrealized Gains | 18 | 2 |
Gross Unrealized Losses | (10) | (161) |
Fair Value | 35,226 | 36,516 |
U.S. government agency bonds | ||
Held-to-maturity investments | ||
Amortized Cost | 27,602 | 12,441 |
Gross Unrealized Gains | 56 | 6 |
Gross Unrealized Losses | (186) | (328) |
Fair Value | 27,472 | 12,119 |
State and municipal bonds | ||
Held-to-maturity investments | ||
Amortized Cost | 15,262 | 40,104 |
Gross Unrealized Gains | 1 | 28 |
Gross Unrealized Losses | (48) | (628) |
Fair Value | 15,215 | 39,504 |
Corporate bonds and notes | ||
Held-to-maturity investments | ||
Amortized Cost | 200,401 | 213,088 |
Gross Unrealized Gains | 515 | 76 |
Gross Unrealized Losses | (255) | (3,344) |
Fair Value | $ 200,661 | $ 209,820 |
Investments - Schedule of Inves
Investments - Schedule of Investment Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Due in one year or less | $ 150,297 | $ 193,740 |
Due after one year through five years | 128,186 | 108,568 |
Amortized cost | 278,483 | 302,308 |
Fair Value | ||
Due in one year or less | 149,934 | 191,094 |
Due after one year through five years | 128,640 | 106,865 |
Fair Value, Total held-to-maturity securities | $ 278,574 | $ 297,959 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 12,881 | $ 119,468 |
Restricted cash | 8,583 | 665 |
Held-to-maturity investments: | 278,574 | 297,959 |
Total assets | 300,038 | 418,092 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 35,226 | 36,516 |
U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 27,472 | 12,119 |
State and municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 15,215 | 39,504 |
Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 200,661 | 209,820 |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 12,881 | 119,468 |
Restricted cash | 8,583 | 665 |
Total assets | 21,464 | 120,133 |
Level I | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level I | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level I | State and municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level I | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 278,574 | 297,959 |
Level II | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 35,226 | 36,516 |
Level II | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 27,472 | 12,119 |
Level II | State and municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 15,215 | 39,504 |
Level II | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 200,661 | 209,820 |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total assets | 0 | 0 |
Level III | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level III | U.S. government agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level III | State and municipal bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | 0 | 0 |
Level III | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Held-to-maturity investments: | $ 0 | $ 0 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 0 | $ 0 |
Work in process | 0 | 0 |
Finished goods | 0 | 74 |
Total inventory | $ 0 | $ 74 |
Inventory - Narrative (Details)
Inventory - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-down | $ 1,139 | $ 5,641 |
Capital Structure - Narrative (
Capital Structure - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock outstanding (in shares) | 0 | 0 |
Share repurchase authorized | $ 20,000,000 |
Capital Structure - Schedule of
Capital Structure - Schedule of Common Stock Reserved (Details) | Dec. 31, 2023 shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock options issued and outstanding | 522,971 |
Total | 9,311,597 |
Authorized for future grant under 2020 Equity Incentive Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Authorized for future grant and issuance | 6,988,626 |
Authorized for future issuance under the Hyliion Holdings Corp. Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Authorized for future grant and issuance | 1,800,000 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 01, 2020 | |
Share-based Compensation (Details) [Line Items] | |||
Employee and nonemployee award vesting period | 4 years | ||
Maximum term | 10 years | ||
Options outstanding intrinsic value | $ 300,000 | ||
Exercisable intrinsic value | 300,000 | ||
Intrinsic value of options exercised | $ 2,400,000 | $ 2,400,000 | |
Employee Stock | |||
Share-based Compensation (Details) [Line Items] | |||
Contribution percent of base compensation | 15% | ||
Purchase percent of market value | 85% | ||
2016 Equity Incentive Plan | |||
Share-based Compensation (Details) [Line Items] | |||
Authorized for granted (in shares) | 0 | ||
Share-based compensation expense | $ 0 | 100,000 | |
Unrecognized compensation cost related to share-based payments | $ 0 | ||
Weighted average remaining contractual term, exercisable | 4 years 1 month 6 days | ||
2020 Equity Incentive Plan | |||
Share-based Compensation (Details) [Line Items] | |||
Authorized for granted (in shares) | 12,200,000 | ||
Share-based compensation expense | $ 6,200,000 | 6,900,000 | |
Unrecognized compensation cost related to share-based payments | $ 4,900,000 | ||
Weighted average remaining contractual term, exercisable | 1 year 6 months | ||
2020 Equity Incentive Plan | RSUs | |||
Share-based Compensation (Details) [Line Items] | |||
Fair value of RSUs that vested in period | $ 2,800,000 | $ 1,700,000 | |
2020 Equity Incentive Plan | RSUs | Expected award forfeited in the first quarter of fiscal 2024 | |||
Share-based Compensation (Details) [Line Items] | |||
RSU awards to be forfeited | 800,000 | ||
2020 Equity Incentive Plan | RSUs | Minimum | |||
Share-based Compensation (Details) [Line Items] | |||
Employee and nonemployee award vesting period | 3 years | ||
2020 Equity Incentive Plan | RSUs | Maximum | |||
Share-based Compensation (Details) [Line Items] | |||
Employee and nonemployee award vesting period | 4 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share Option Activity 2016 (Details) - 2016 Equity Incentive Plan - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | |||
Shares, Balance at beginning (in shares) | 2,541,439 | 3,157,889 | |
Exercised (in shares) | (1,936,018) | (563,617) | |
Forfeited (in shares) | (82,450) | (52,833) | |
Shares, Balance at end (in shares) | 522,971 | 2,541,439 | 3,157,889 |
Shares, Exercisable | 473,239 | ||
Weighted Average Exercise Price (in Dollars) | |||
Weighted average grant date fair value (in dollars per share) | $ 0.15 | $ 0.16 | |
Exercised (in dollars per share) | 0.13 | 0.17 | |
Forfeited (in dollars per share) | 0.22 | 0.20 | |
Weighted average grant date fair value (in dollars per share) | 0.20 | $ 0.15 | $ 0.16 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 0.20 | ||
Weighted Average Remaining Contractual Term | |||
Weighted Average Remaining Contractual Term, Balance | 6 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term, Balance | 4 years 3 months 18 days | 3 years 8 months 12 days | |
Weighted average remaining contractual term, exercisable | 4 years 1 month 6 days |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Share Option Activity 2020 (Details) - 2020 Equity Incentive Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Shares, Balance at beginning (in shares) | 2,769,100 | 1,556,794 |
Granted (in shares) | 2,192,900 | 2,504,939 |
Vested (in shares) | (1,350,172) | (470,426) |
Forfeited (in shares) | (860,505) | (822,207) |
Shares, Balance at end (in shares) | 2,751,323 | 2,769,100 |
Weighted Average Exercise Price (in Dollars) | ||
Weighted average grant date fair value (in dollars per share) | $ 5.51 | $ 11.01 |
Granted (in dollars per share) | 2.57 | 4.10 |
Vested (in dollars per share) | 5.28 | 11.07 |
Forfeited (in dollars per share) | 4.53 | 8.44 |
Weighted average grant date fair value (in dollars per share) | $ 3.59 | $ 5.51 |
Forfeited (in shares) | 860,505 | 822,207 |
No established accounting grant date | ||
Number of Options | ||
Shares, Balance at beginning (in shares) | 1,336,667 | 1,910,914 |
Granted (in shares) | 25,000 | 204,167 |
Forfeited (in shares) | (59,584) | (130,000) |
Shares, Balance at end (in shares) | 633,750 | 1,336,667 |
Weighted Average Exercise Price (in Dollars) | ||
Forfeited (in shares) | 59,584 | 130,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - extension | May 31, 2023 | Dec. 31, 2021 |
Leases [Abstract] | ||
Number of consecutive term extensions | 2 | 2 |
Lease extension | 3 years | 5 years |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Costs and Finance Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease costs: | ||
Operating lease cost | $ 2,239 | $ 1,921 |
Short-term lease cost | 508 | 199 |
Variable lease cost | 682 | 622 |
Total operating lease costs | $ 3,429 | $ 2,742 |
Leases - Schedule of Weighted-a
Leases - Schedule of Weighted-average Lease Terms and Discount Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term: | ||
Operating leases | 3 years 7 months 6 days | 4 years 3 months 18 days |
Weighted-average discount rate: | ||
Operating leases | 8.70% | 7.10% |
Leases - Schedule of Lease Liab
Leases - Schedule of Lease Liability Maturities for the Next Five Years (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 1,497 |
2025 | 2,900 |
2026 | 2,989 |
2027 | 1,426 |
2028 | 306 |
Thereafter | 0 |
Total minimum lease payments | 9,118 |
Less: imputed interest | (1,479) |
Total lease obligations | $ 7,639 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 16,811 | $ 9,245 |
Less: accumulated depreciation | (6,824) | (3,639) |
Total property and equipment, net | 9,987 | 5,606 |
Production machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,376 | 5,897 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,013 | 817 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,236 | 1,002 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 223 | 162 |
Computers and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,963 | $ 1,367 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 3.2 | $ 1.1 |
Selling, General and Administrative Expenses | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 0.6 | 0.3 |
Research and Development Expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | 1.7 | $ 0.8 |
Exit And Termination Costs | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 0.9 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued professional services and other | $ 2,606 | $ 5,834 |
Accrued compensation and related benefits | 1,510 | 4,773 |
Other accrued liabilities | 1,922 | 928 |
Accrued severance, contract termination, and other charges | 4,013 | 0 |
Total | $ 10,051 | $ 11,535 |
Warranties - Schedule of Produc
Warranties - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance at beginning of period | $ 527 | $ 44 |
Accrual for warranties issued | 218 | 644 |
Net changes in accrual related to pre-existing warranties | (154) | (7) |
Warranty charges | (182) | (154) |
Balance at end of period | $ 409 | $ 527 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current tax expense | 0 | 0 |
Deferred tax (benefit) expense: | ||
Federal | (25,328) | (34,296) |
State | 0 | (40) |
Valuation allowance | 25,328 | 34,336 |
Total deferred tax expense | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 62,561 | $ 48,186 |
State net operating loss carryforwards | 491 | 491 |
Operating lease obligation | 1,604 | 1,537 |
Section 174 expenditures | 26,444 | 14,840 |
R&D tax credit | 4,714 | 4,714 |
Other | 3,235 | 3,148 |
Intangible assets, net | 5,522 | 6,001 |
Total deferred tax assets | 104,571 | 78,917 |
Less: valuation allowance | (102,803) | (77,475) |
Deferred tax assets, net of valuation allowance | 1,768 | 1,442 |
Deferred tax liabilities: | ||
Operating lease right of use asset, net | 1,485 | 1,359 |
Property and equipment, net | 283 | 83 |
Total deferred tax liabilities | 1,768 | 1,442 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Taxes at Federal Statutory Rate to Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision at statutory rate of 21% | $ (25,937) | $ (32,205) |
State tax expense | 0 | 492 |
Stock options | 520 | 533 |
Other | 89 | 865 |
R&D tax credit | 0 | (4,021) |
Change in valuation allowance | 25,328 | 34,336 |
Total | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
R&D tax credit | $ 0.1 | |
Net operating loss | 2 | |
2037 | ||
Income Taxes [Line Items] | ||
R&D tax credit | 4.7 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 297.9 | $ 229.5 |
Federal | 2036 | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 10.5 | |
Federal | Indefinite | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 287.4 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 12.5 | $ 12.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Grant funding received included within other current accrued liabilities | $ 1.1 | |
Grant funding received included within other noncurrent liabilities | $ 0.9 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders, basic | $ (123,510) | $ (153,357) |
Net loss attributable to common stockholders, diluted | $ (123,510) | $ (153,357) |
Denominator: | ||
Weighted-average shares outstanding, basic (in shares) | 181,411,069 | 175,400,486 |
Weighted-average shares outstanding, diluted (in shares) | 181,411,069 | 175,400,486 |
Net loss per share, basic (in dollars per share) | $ (0.68) | $ (0.87) |
Net loss per share, diluted (in dollars per share) | $ (0.68) | $ (0.87) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Potential Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common shares excluded from computation of diluted Net (loss) income per share | 3,908,044 | 6,647,112 |
Anti-dilutive effect. Potential common shares from unvested restricted stock | 633,750 | 1,336,667 |
Unexercised stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common shares excluded from computation of diluted Net (loss) income per share | 522,971 | 2,541,439 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common shares excluded from computation of diluted Net (loss) income per share | 3,385,073 | 4,105,673 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 0 | $ 0 |
Cash paid for taxes | 0 | 0 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | (2,470) | (1,921) |
Right-of-use assets obtained in exchange for lease obligations | $ 2,096 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Supplemental Disclosures of Noncash Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Common stock issued for purchase of assets | $ 0 | $ 16,115 |
Acquisitions of property and equipment and intangible assets included in accounts payable and other | $ 292 | $ 59 |
Retirement Plan (Details)
Retirement Plan (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Participants minimum required age limit of plan | 21 years |