What changed in this filing

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Item 1. Financial Statements

2022-08-09 compared with 2022-05-09 · 67 added, 50 removed, 259 unchanged (31% of the section changed)

30 unchanged sentences

250,000,000 shares authorized;

173,805,134 and 173,468,979 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively

173,998,968 and 173,468,979 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 378,203 374,795

6 unchanged sentences

(Dollar amounts in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Product sales and other $ 172 $ — $ 512 $ —

18 unchanged sentences

(Dollar amounts in thousands, except share data)

Three Months Ended March 31, 2022

Six Months Ended June 30, 2022

Common Stock Additional

7 unchanged sentences

Balance at March 31, 2022 173,805,134 17 376,266 151,995 528,278

Three Months Ended March 31, 2021

Exercise of common stock options and vesting of restricted stock units, net 193,834 — 15 — 15

Share-based compensation — — 1,922 — 1,922

Net loss — — — ( 33,475 ) ( 33,475 )

Balance at June 30, 2022 173,998,968 $ 17 $ 378,203 $ 118,520 $ 496,740

Six Months Ended June 30, 2021

Common Stock Additional

8 unchanged sentences

Balance at March 31, 2021 171,519,811 19 371,077 258,589 629,685

Exercise of common stock options and vesting of restricted stock units, net 1,278,527 1 215 — 216

Share-based compensation — — 1,917 — 1,917

Net loss — — — ( 23,244 ) ( 23,244 )

Balance at June 30, 2021 172,798,338 $ 20 $ 373,209 $ 235,345 $ 608,574

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Dollar amounts in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

17 unchanged sentences

Purchase of property and equipment ( 559 ) ( 965 )

Payments for security deposit, net — ( 57 )

Purchase of investments ( 106,797 ) ( 239,021 )

6 unchanged sentences

Taxes paid related to net share settlement of equity awards ( 131 ) —

Repayments on finance lease obligations — ( 49 )

Net cash (used in) provided by financing activities ( 77 ) 15,851

8 unchanged sentences

(Dollar amounts in thousands, except as separately indicated)

Hyliion is a Delaware corporation headquartered in Cedar Park, Texas.

On October 1, 2020 (the “Closing Date”), Tortoise Acquisition Corp (“TortoiseCorp”) entered into a business combination agreement (the “Business Combination”) with each of the shareholders of Hyliion Inc.

(“Legacy Hyliion”).

Pursuant to the Business Combination, TortoiseCorp acquired all of the issued and outstanding shares of common stock from the Legacy Hyliion shareholders.

In connection with the closing of the transaction, Tortoise Corp.

changed its name to Hyliion Holdings Corp.

Hyliion Holdings Corp.

is a Delaware corporation headquartered in Cedar Park, Texas.

References to the “Company,” Hyliion," "we," or "us" in this report refer to Hyliion Holdings Corp.

and its wholly-owned subsidiary after the Business Combination, unless expressly indicated or the context otherwise requires.

The Company designs and develops hybrid and electrified powertrain systems for Class 8 semi-trucks which modify semi-tractors into hybrid and fully electric range extender vehicles, respectively.

The Company’s hybrid system ("Hybrid") utilizes intelligent electric drive axles with advanced algorithms and battery technology to optimize vehicle performance, enabling fleets to access an easy, efficient way to decrease fuel expenses, lower emissions and/or improve vehicle performance.

The Company’s fully electric range extender system utilizes an intelligent electric powertrain with advanced algorithms to optimize emissions performance and efficiency with no new infrastructure required.

The Hypertruck ERX TM system enables fleets to reduce the cost of ownership while providing the ability to deliver net-negative carbon emissions and operate fully electric when needed.

The Company recently launched its commercial Hybrid system and the Hypertruck ERX system is in the design verification and product validation phase.

and its wholly-owned subsidiary, unless expressly indicated or the context otherwise requires.

The Company designs and develops hybrid and fully electric powertrain systems for Class 8 semi-trucks which modify semi-tractors into hybrid and range-extending electric vehicles, respectively.

The Company’s hybrid ("Hybrid") system utilizes intelligent electric drive axles with advanced algorithms and battery technology to optimize vehicle performance, enabling fleets to access an easy, efficient way to decrease fuel expenses, lower emissions and/or improve vehicle performance.

The Hypertruck ERX TM system utilizes an intelligent electric powertrain with advanced algorithms to optimize emissions performance and efficiency with no new infrastructure required.

The Hypertruck ERX system enables fleets to reduce the cost of ownership while providing the ability to deliver net-negative carbon emissions and operate fully electric when needed.

The Company recently launched its commercial Hybrid system, and the Hypertruck ERX system is in the design verification phase.

Summary of Significant Accounting Policies

2 unchanged sentences

All intercompany transactions and balances have been eliminated upon consolidation.

The condensed consolidated balance sheet as of December 31, 2021 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements.

The condensed consolidated balance sheet at December 31, 2021 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required with respect to annual financial statements.

In the opinion of the Company, these condensed consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented.

3 unchanged sentences

The Company is an early-stage growth company and has generated negative cash flows from operating activities since inception.

At March 31, 2022, the Company had total equity of $ 528.3 million, inclusive of cash and cash equivalents of $ 227.1 million and investments of $ 300.1 million.

At June 30, 2022, the Company had total equity of $ 496.7 million, inclusive of cash and cash equivalents of $ 199.9 million and investments of $ 300.2 million.

Based on this, the Company has sufficient funds to continue to execute its bus iness strategy for the next twelve months.

1 unchanged sentence

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 revenue recognition, inventory, warranties, income taxes and valuation of share-based compensation, including the fair value of common stock prior to the Business Combination.

The Company’s most significant estimates and judgments involve revenue recognition, inventory, warranties, income taxes and valuation of share-based compensation.

The Company 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.

9 unchanged sentences

Those primary drivers are beyond the Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period.

Although the Company has made its best estimates based upon current information, actual results could materially differ from the estimates and assumptions.

Although the Company has made its best estimates based

upon current information, actual results could materially differ from the estimates and assumptions.

If so, the Company may be subject to future impairment charges as well as changes to recorded reserves and valuations.

9 unchanged sentences

Total cash and cash equivalents and restricted cash presented in the condensed consolidated statements of cash flows is summarized as follows:

March 31, 2022 December 31, 2021 March 31, 2021 December 31, 2020

June 30, 2022 December 31, 2021 June 30, 2021 December 31, 2020

Cash and cash equivalents $ 199,933 $ 258,445 $ 317,712 $ 389,705

3 unchanged sentences

Accounts receivable are stated at 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, among other pertinent factors.

At March 31, 2022 and December 31, 2021, accounts receivable included amounts receivable from customers of $ 0.2 million and $ 45.0 thousand, respectively.

At March 31, 2022 and December 31, 2021, there was no allowance for doubtful accounts required based on the Company's evaluation.

At June 30, 2022 and December 31, 2021, accounts receivable included amounts receivable from customers of $ 0.1 million and $ 45.0 thousand, respectively.

At June 30, 2022 and December 31, 2021, there was no allowance for doubtful accounts required based on the Company's evaluation.

The Company’s investments consist of corporate bonds, U.S.

6 unchanged sentences

Investments are impaired when a decline in fair value is judged to be other-than-temporary.

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.

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 and a new cost basis in the investment is established.

1 unchanged sentence

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 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

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:

24 unchanged sentences

We do not offer any sales returns.

Amounts billed to customers related to shipping and

handling are 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.

Amounts billed to customers related to shipping and handling are 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.

1 unchanged sentence

We provide 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 relate to correction of product defects during the warranty period.

The warranty period typically extends for the lesser of two years or 200,000 miles following transfer of control and

solely relate 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.

1 unchanged sentence

Warranty expense is recorded as a component of cost of revenue.

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at March 31, 2022 and December 31, 2021 are summarized as follows:

Fair Value Measurements at March 31, 2022

The amortized cost, unrealized gains and losses, fair value and maturities of our held-to-maturity investments at June 30, 2022 and December 31, 2021 are summarized as follows:

Fair Value Measurements at June 30, 2022

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

11 unchanged sentences

$ 299,004 $ 5 $ ( 1,106 ) $ 297,903

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Amortized Cost Fair Value Amortized Cost Fair Value

3 unchanged sentences

Fair Value Measurements

The fair value measurements of our financial assets at March 31, 2022 and December 31, 2021 are summarized as follows:

Fair Value Measurements at March 31, 2022

The fair value measurements of our financial assets at June 30, 2022 and December 31, 2021 are summarized as follows:

Fair Value Measurements at June 30, 2022

Level I Level II Level III Total

17 unchanged sentences

$ 259,110 $ 297,903 $ — $ 557,013

The carrying value of our inventory at March 31, 2022 and December 31, 2021 is summarized as follows:

March 31, 2022 December 31, 2021

The carrying value of our inventory at June 30, 2022 and December 31, 2021 is summarized as follows:

June 30, 2022 December 31, 2021

Raw materials $ — $ —

1 unchanged sentence

Finished goods 167 110

During the three months ended March 31, 2022 and 2021, we recorded inventory write-downs of $ 1.3 million and nil , respectively, included in cost of revenues.

During the three and six months ended June 30, 2022, we recorded inventory write-downs of $ 2.0 million and $ 3.3 million, respectively.

During the three and six months ended June 30, 2021, we recorded no inventory write-downs.

These write-downs are included in cost of revenues.

Share-Based Compensation

During the three months ended March 31, 2022 and 2021, the Company granted 2.0 million and 1.5 million , respectively, restricted stock units which will vest over a period of one to four years , some of which include performance criteria based on the achievement of key Company milestones.

During the three months ended March 31, 2022 and 2021, 0.4 million and 40 thousand, respectively, restricted stock units and options were forfeited.

Share-based compensation expense for the three months ended March 31, 2022 and 2021 was $ 1.6 million and $ 1.5 million, respectively.

The change in warranty liability for the three months ended March 31, 2022 and 2021 is summarized as follows:

Three Months Ended March 31,

During the six months ended June 30, 2022 and 2021, the Company granted 2.1 million and 3.3 million, respectively, restricted stock units which will vest over a period of one to four years , some of which include performance criteria based on the achievement of key Company milestones.

During the six months ended June 30, 2022 and 2021, 0.5 million and 0.3 million , respectively, restricted stock units and options were forfeited.

Share-based compensation expense for the three and six months ended June 30, 2022 was $ 1.9 million and $ 3.5 million, respectively.

Share-based compensation expense for the three and six months ended June 30, 2021 was $ 1.9 million and $ 3.4 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities at June 30, 2022 and December 31, 2021 are summarized as follows:

June 30, 2022 December 31, 2021

Accrued professional services and other $ 7,259 $ 3,681

Accrued compensation and related benefits 3,246 3,460

Other accrued liabilities 672 618

$ 11,177 $ 7,759

The change in warranty liability for the three and six months ended June 30, 2022 and 2021 is summarized as follows:

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Balance at beginning of period $ 238 $ — $ 44 $ —

8 unchanged sentences

Net Loss Per Share

The computation of basic and diluted net loss per share for the three months ended March 31, 2022 and 2021 is summarized as follows (in thousands, except share and per share data):

Three Months Ended March 31,

The computation of basic and diluted net loss per share for the three and six months ended June 30, 2022 and 2021 is summarized as follows (in thousands, except share and per share data):

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net loss attributable to common stockholders $ ( 33,475 ) $ ( 23,244 ) $ ( 60,583 ) $ ( 39,806 )

1 unchanged sentence

Net loss per share, basic and diluted $ ( 0.19 ) $ ( 0.13 ) $ ( 0.35 ) $ ( 0.23 )

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 three months ended March 31, 2022 and 2021 are summarized as follows:

Three Months Ended March 31,

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 three and six months ended June 30, 2022 and 2021 are summarized as follows:

Three and Six Months Ended June 30,

Unexercised stock options 2,761,006 3,852,897

1 unchanged sentence

6,915,429 7,047,762

* Potential common shares from unvested restricted stock units for the three months ended March 31, 2022 and 2021 include 1,345,000 and 1,721,250 shares, respectively, where no accounting grant date has been established.

* Potential common shares from unvested restricted stock units for the periods ended June 30, 2022 and 2021 include 1,361,667 and 1,743,750 shares, respectively, where no accounting grant date has been established.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements