HYLN 8-K
Hyliion Holdings Corp. (HYLN)
united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2020
Hyliion Holdings Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38823 | 82-2538002 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| 1202
BMC Drive, Suite 100 Cedar Park, TX |
78613 | |
| (Address of principal executive offices) | (Zip Code) |
(833) 495-4466
(Registrant’s
telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | HYLN | New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | HYLN WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2020, Hyliion Holdings Corp. (the “Company”) issued a press release announcing certain financial and other results for the quarter ended September 30, 2020. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated November 12, 2020. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYLIION HOLDINGS CORP. | ||
| Date: November 12, 2020 | By: | /s/ Thomas Healy |
| Thomas Healy | ||
| Chief Executive Officer | ||
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Exhibit 99.1
INVESTOR INQUIRIES
Bob Gujavarty
Hyliion Holdings
MEDIA RELATIONS
Mustafa Riffat
Jeremy Cohen
Edelman
Hyliion Reports Third Quarter 2020 Financial Results
AUSTIN, Texas (Nov. 12, 2020)—Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion Holdings”), a leader in electrified powertrain solutions for Class 8 commercial vehicles, today reported third quarter financial results for fiscal year 2020 for Hyliion Inc. (“Hyliion”).
Key Business Highlights
| · | Completed strategic combination between Hyliion Inc. and Tortoise Acquisition Corp. on October 1, 2020, yielding approximately $520 million in net proceeds to fund Hyliion’s growth plans and long-term objectives |
| · | Installed eight hybrid electric units in the third quarter of 2020 for four fleet-based customers |
| · | Signed agreement with FEV North America Inc. to accelerate commercialization of the Hypertruck ERX |
Executive Commentary
“With ample resources from our strategic combination, Hyliion is well-capitalized and primed to disrupt the powertrain market. Our focus in 2020 and 2021 will be to position the company for long-term sustainable growth, capturing the material market opportunity from the electrification of class 8 vehicles. Along the way, our dynamic and proprietary solutions will help our commercial vehicle customers change the way they view performance, total cost of ownership, data, and sustainability,” commented Thomas Healy, Hyliion Holdings’ Chief Executive Officer.
“In the third quarter of 2020, we made progress toward commercialization of our Hybrid and Hypertruck ERX solutions for the Class 8 truck market, while also establishing key partnerships. We are experiencing strong interest for our solutions and are utilizing our resources to develop a scaled infrastructure that will be able to support demand from this $800 billion market. Overall, I am pleased with the progress we have made as we remain on track to meet our product milestones in 2021.” commented Thomas Healy, Hyliion Holdings’ Chief Executive Officer.
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Business Impact of COVID-19
Hyliion continues to execute on its business objectives and drive growth across its platform, despite the effects of the COVID-19
pandemic on the world economy. Hyliion’s management team continues to work to advance its business objectives while maintaining
the safety of its employees, suppliers, and customers. Hyliion has taken actions to mitigate issues caused by the pandemic and
does not believe that those disruptions will materially impact or delay its long-term objectives.
3Q20 Conference Call
Hyliion Holdings will host a conference call and webcast for investors and other interested parties to review Hyliion’s third quarter 2020 financial results on Thursday, November 12, 2020 at 8:30 AM ET, which it will file with the Securities and Exchange Commission (the “SEC”) on Form 8-K/A. A live webcast of the call, as well as an archived replay, will be available online on the Investor Relations section of Hyliion’s website. Those wishing to participate can access the call using the links below:
Conference Call Online Registration: http://www.directeventreg.com/registration/event/5648525
Webcast: http://investors.hyliion.com/events-and-presentations
Third quarter financial results for fiscal year 2020 for Hyliion Holdings (f/k/a Tortoise Acquisition Corp.) on a standalone basis will also be filed with the SEC on Form 10-Q, and unaudited combined condensed pro formas for such period for Hyliion Holdings and Hyliion, will also be filed with the SEC under Form 8-K/A.
About Hyliion
A wholly owned subsidiary of Hyliion Holdings Corp. (NYSE: HYLN), Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of commercial transportation Class 8 vehicles by being a leading provider of electrified powertrain solutions. Leveraging advanced software algorithms and data analytics capabilities, Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, it designs, develops and sells electrified powertrain solutions that are designed to be installed on most major Class 8 commercial vehicles, with the goal of transforming the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.
Forward Looking Statements
This press release contains certain forward-looking statements within the meaning of federal securities laws with respect to Hyliion Holdings and Hyliion. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Such forward-looking statements include statements about Hyliion’s ability to disrupt the powertrain market, Hyliion’s focus in 2020 and 2021, the effects of Hyliion’s dynamic and proprietary solutions on its commercial vehicle customers, accelerated commercialization of the Hypertruck ERX, the ability to meet 2021 product milestones, the impact of COVID-19 on long-term objectives, and the ability to reduce carbon intensity and GHG. Hyliion Holdings undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to the factors, risks and uncertainties regarding the Hyliion Holdings’ business described in the “Risk Factors” sections of the Hyliion Holdings’ filings with the SEC, and other factors, risks and uncertainties identified and addressed in the Hyliion Holdings’ filings with the SEC. Forward-looking statements reflect the reasonable understanding and belief of Hyliion Holdings as of the date they are made. Readers are cautioned not to put undue reliance on any forward-looking statement.
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Hyliion Inc.
Condensed Statements of Operations
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | (8,134 | ) | $ | (6,716 | ) | ||
| Selling, general and administrative expenses | (3,705 | ) | (1,977 | ) | ||||
| Loss from operations | (11,839 | ) | (8,693 | ) | ||||
| Other income (expense): | ||||||||
| Interest expense | (5,458 | ) | (2,176 | ) | ||||
| Change in fair value of convertible notes payable derivative liabilities | (1,358 | ) | 823 | |||||
| Other income | (12 | ) | 20 | |||||
| Total other expense | (6,828 | ) | (1,333 | ) | ||||
| Net loss | $ | (18,667 | ) | $ | (10,026 | ) | ||
| Cumulative dividends on convertible preferred stock | (1,337 | ) | (1,261 | ) | ||||
| Net loss attributable to common stockholders | $ | (20,004 | ) | $ | (11,287 | ) | ||
| Net loss per share, basic and diluted | $ | (0.76 | ) | $ | (0.45 | ) | ||
| Weighed-average shares outstanding, basic and diluted | 26,269,060 | 25,293,066 | ||||||
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Hyliion Inc.
Condensed Balance Sheets
(Dollar
amounts in thousands, except share and per share data)
(Unaudited)
| September 30, 2020 | December 31, 2019 | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 7,565 | $ | 6,285 | ||||
| Accounts receivable, net | 15 | 145 | ||||||
| Prepaid expenses and other current assets | 1,085 | 414 | ||||||
| Total current assets | 8,665 | 6,844 | ||||||
| Property and equipment, net | 1,126 | 1,635 | ||||||
| Operating lease right-of-use assets | 4,254 | 4,976 | ||||||
| Intangible assets, net | 356 | 429 | ||||||
| Deferred transaction costs | 4,306 | - | ||||||
| Other assets | 209 | 212 | ||||||
| Total assets | $ | 18,916 | $ | 14,096 | ||||
| Liabilities, redeemable, convertible preferred stock and stockholders’ deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 4,499 | $ | 1,156 | ||||
| Convertible notes payable derivative liabilities | 4,745 | 3,029 | ||||||
| Current portion of operating lease liabilities | 751 | 953 | ||||||
| Current portion of debt | 28,477 | 6,720 | ||||||
| Accrued expenses and other current liabilities | 891 | 500 | ||||||
| Total current liabilities | 39,363 | 12,358 | ||||||
| Operating lease liabilities, net of current portion | 4,253 | 4,803 | ||||||
| Convertible notes payable derivative liabilities, net of current portion | 7,620 | 5,322 | ||||||
| Debt, net of current portion | 4,132 | 9,682 | ||||||
| Total liabilities | 55,368 | 32,165 | ||||||
| Series A-1 redeemable, convertible preferred stock; $0.001 par value; 24,591,554 shares authorized; 22,895,580 shares issued and outstanding at September 30, 2020 and December 31, 2019 (liquidation preference of $23,812) | 20,250 | 20,250 | ||||||
| 8,793,755 shares authorized; 8,197,359 shares issued and outstanding at September 30, 2020 and December 31, 2019 (liquidation preference of $4,304) | 3,536 | 3,536 | ||||||
| 2,545,155 shares authorized; 2,328,545 shares issued and outstanding at September 30, 2020 and December 31, 2019 (liquidation preference of $2,400) | 2,001 | 2,001 | ||||||
| Total redeemable, convertible preferred stock | 25,787 | 25,787 | ||||||
| Commitments and contingencies (Note 8) | ||||||||
| Stockholders’ deficit | ||||||||
| Common stock, $0.001 par value; 69,817,317 shares authorized; 26,882,169 and 26,118,953 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 27 | 26 | ||||||
| Additional paid-in capital | 5,367 | 5,084 | ||||||
| Accumulated deficit | (67,633 | ) | (48,966 | ) | ||||
| Total stockholders’ deficit | (62,239 | ) | (43,856 | ) | ||||
| Total liabilities, redeemable, convertible preferred stock, and stockholders’ deficit | $ | 18,916 | $ | 14,096 | ||||
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Hyliion Inc.
Condensed Statements of Cash Flows
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (18,667 | ) | $ | (10,026 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 665 | 786 | ||||||
| Noncash lease expense | 722 | 947 | ||||||
| Paid-in-kind interest on convertible notes payable | 1,081 | 428 | ||||||
| Amortization of debt discount | 4,237 | 1,696 | ||||||
| Share-based compensation | 165 | 91 | ||||||
| Change in fair value of convertible notes payable derivative liabilities | 1,358 | (823 | ) | |||||
| Change in fair value of contingent consideration liability | - | (20 | ) | |||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | 130 | 41 | ||||||
| Prepaid expenses and other current assets | (671 | ) | 67 | |||||
| Other assets | 3 | 106 | ||||||
| Accounts payable | 353 | (927 | ) | |||||
| Accrued expenses and other current liabilities | 391 | (246 | ) | |||||
| Operating lease liabilities | (752 | ) | (458 | ) | ||||
| Net cash used in operating activities | (10,985 | ) | (8,338 | ) | ||||
| Investing activities: | ||||||||
| Purchases of property and equipment | (105 | ) | (215 | ) | ||||
| Proceeds from sale of property and equipment | 22 | - | ||||||
| Net cash used in investing activities | (83 | ) | (215 | ) | ||||
| Financing activities: | ||||||||
| Proceeds from convertible notes payable issuance and derivative liability | 3,200 | 13,603 | ||||||
| Proceeds from Term Loan | 10,100 | - | ||||||
| Proceeds from Paycheck Protection Program loan | 908 | - | ||||||
| Proceeds from exercise of common stock options | 119 | 9 | ||||||
| Payments for deferred transaction costs | (1,316 | ) | - | |||||
| Payments for deferred financing costs | (468 | ) | - | |||||
| Repayments on finance lease obligations | (195 | ) | (147 | ) | ||||
| Net cash provided by financing activities | 12,348 | 13,465 | ||||||
| Net (decrease) increase in cash and cash equivalents: | 1,280 | 4,912 | ||||||
| Cash and cash equivalents, beginning of period | 6,285 | 1,097 | ||||||
| Cash and cash equivalents, end of period | $ | 7,565 | $ | 6,009 | ||||
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