Hyliion Holdings Corp 8-K/A, filed Nov 12, 2020
Hyliion Holdings Corp. (HYLN)
About this 8-K/A
Hyliion Holdings Corp filed this 8-K/A on November 12, 2020.
Items reported
- Item 9.01: Financial statements and exhibits
united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
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. ☐
INTRODUCTORY NOTE
This Amendment No. 2 on Form 8-K/A (this “Amendment No. 2”) amends Item 9.01 of the Current Report on Form 8-K filed by Hyliion Holdings Corp. (the “Company”) on October 7, 2020, as amended by the Amendment No. 1 on Form 8-K/A filed on October 7, 2020 (collectively, the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination. This Amendment No. 2 amends the financial statements provided under Items 9.01(a) and 9.01(b) in the Original Report to include (a) the unaudited condensed financial statements of Legacy Hyliion as of and for the nine months ended September 30, 2020 and 2019 and the related notes and (b) the unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020. This Amendment No. 2 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report.
Capitalized terms used but not defined herein have the meanings given in the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The unaudited condensed financial statements of Legacy Hyliion as of and for the nine months ended September 30, 2020 and 2019 and related notes are filed herewith as Exhibit 99.1 and incorporated herein by reference.
Also included herewith as Exhibit 99.2 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Hyliion for the nine months ended September 30, 2020.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2020 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.
(d) Exhibits.
1
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.
| Dated: November 12, 2020 | HYLIION HOLDINGS CORP. | |
| By: | /s/ Thomas Healy | |
| Thomas Healy | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
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 | ||||||
| Series A-2 redeemable, convertible preferred stock; $0.001 par value; 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 | ||||||
| Series A-3 redeemable, convertible preferred stock; $0.001 par value; 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 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements
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 | ) | ||
| Weighted-average shares outstanding, basic and diluted | 26,269,060 | 25,293,066 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 2 of 14
Hyliion Inc.
Condensed Statements of Redeemable, Convertible Preferred Stock and Stockholders’ Deficit
(Dollar amounts in thousands, except share data)
(Unaudited)
| Series A-1 Redeemable, Convertible Preferred Stock | Series A-2 Redeemable, Convertible Preferred Stock | Series A-3 Redeemable, Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Par Value | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 22,895,580 | $ | 20,250 | 8,197,359 | $ | 3,536 | 2,328,545 | $ | 2,001 | 26,118,953 | $ | 26 | $ | 5,084 | $ | (48,966 | ) | $ | (43,856 | ) | ||||||||||||||||||||||||
| Exercise of common stock options | - | - | - | - | - | - | 763,216 | 1 | 118 | - | 119 | |||||||||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | - | - | 165 | - | 165 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (18,667 | ) | (18,667 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | 22,895,580 | $ | 20,250 | 8,197,359 | $ | 3,536 | 2,328,545 | $ | 2,001 | 26,882,169 | $ | 27 | $ | 5,367 | $ | (67,633 | ) | $ | (62,239 | ) | ||||||||||||||||||||||||
| Series A-1 Redeemable, Convertible Preferred Stock | Series A-2 Redeemable, Convertible Preferred Stock | Series A-3 Redeemable, Convertible Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Stockholders’ | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Par Value | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2018 | 23,460,903 | $ | 20,750 | 8,793,755 | $ | 3,893 | 2,545,155 | $ | 2,026 | 24,453,750 | $ | 24 | $ | 4,072 | $ | (34,853 | ) | $ | (30,757 | ) | ||||||||||||||||||||||||
| Exercise of common stock options | - | - | - | - | - | - | 286,874 | - | 9 | - | 9 | |||||||||||||||||||||||||||||||||
| Conversion of Series A-1 and Series A-2 redeemable, convertible preferred stock to common stock | (565,323 | ) | (500 | ) | (596,396 | ) | (357 | ) | (216,610 | ) | (25 | ) | 1,378,329 | 2 | 880 | - | 882 | |||||||||||||||||||||||||||
| Share-based compensation | - | - | - | - | - | - | - | - | 91 | - | 91 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (10,026 | ) | (10,026 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2019 | 22,895,580 | $ | 20,250 | 8,197,359 | $ | 3,536 | 2,328,545 | $ | 2,001 | 26,118,953 | $ | 26 | $ | 5,052 | $ | (44,879 | ) | $ | (39,801 | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 3 of 14
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 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements
Page 4 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 1. Description of business and basis of presentation
Hyliion Inc. (“the Company”), designs and develops hybrid and electrified drive systems for long haul “Class 8” semi-tractors which modify semi-tractors into intelligent electric hybrid and full electric vehicles, respectively.
The Company’s electric hybrid systems utilize intelligent electric drive axles with machine learning algorithms and battery technology to optimize fuel savings and vehicle performance with reduced emissions, enabling fleets to access an easy, efficient way to decrease fuel expenses and lower emissions.
The Company’s full electric systems utilize an intelligent electric powertrain with machine learning algorithms to optimize emissions performance and efficiency with no new infrastructure required. The full electric 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 is in a pre-commercialization stage of development in which its electric hybrid system is in the testing phase and the full electric system is in the prototype phase.
Basis of Presentation: The unaudited condensed financial statements, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America (“U.S. GAAP”) for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed financial statements have been included. These unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2019 included in Tortoise Acquisition Corp.’s definitive proxy statement on Schedule 14A filed with the SEC on September 8, 2020 (the “Proxy Statement”).
The accompanying balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements, included in the Proxy Statement. The Company’s financial condition as of September 30, 2020, and operating results for the nine months ended September 30, 2020 are not necessarily indicative of the financial conditions and results of operations that may be expected for the year ended December 31, 2020.
Going concern: The Company is an early stage growth company in the pre-commercialization stage of development and has generated negative cash flows from operating activities since inception. The Company requires additional capital investment in order to complete the development of its hybrid and electrified drive systems and scale the manufacturing operations to meet anticipated demand.
As of September 30, 2020, the Company had a cash and cash equivalents balance of $7,565. On October 1, 2020, the Company consummated a business combination (see Note 3), in which net proceeds of $519.9 million (net of transaction costs and expenses) were raised. Based on the cash balance as of September 30, 2020 and the proceeds from the business combination, the Company has sufficient capital resources to continue to execute its business strategy.
Based on the circumstances described above, the financial statements are prepared on the assumption that the entity is a going concern.
Page 5 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 2. Summary of significant accounting policies
The significant accounting policies followed by the Company are set forth in Note 3 to the Company’s financial statements for the year ended December 31, 2019, included in the Proxy Statement. For the nine months ended September 30, 2020, there were no significant changes in the Company’s estimates and significant accounting policies, with the exception of deferred transaction costs as presented below.
Emerging Growth Company: Section 102(b)(1) of the Jumpstart Our Business Startups Act (“JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At times, the Company may elect to early adopt a new or revised standard.
Use of estimates and risks and uncertainty of the coronavirus pandemic: The preparation of financial statements in conformity with U.S. generally accepted account principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results may differ from those estimates.
On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared the coronavirus outbreak a pandemic. In mid-March 2020, U.S. State Governors, local officials and leaders outside of the U.S. began ordering various “shelter-in-place” orders which have had various impacts on the U.S. and global economies. This has required greater use of estimates and assumptions in the preparation of the unaudited condensed financial statements.
As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its businesses, operating results, cash flows, liquidity and financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemic’s impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental responses to the pandemic. 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 of time. Although the Company has made its best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. If so, the Company may be subject to future impairment charges as well as changes to recorded reserves and valuations.
Deferred transaction costs
Commissions, legal fees and other costs that are direct and incremental costs related to a contemplated transaction are capitalized as deferred transaction costs until the consummation of the transaction. The costs will be reclassified to additional paid-in capital upon the closing of the transaction. As of September 30, 2020, $4,306 was recorded as deferred transaction costs on the accompanying balance sheets related to the Business Combination Agreement (see Note 3). There were no deferred transaction costs as of December 31, 2019.
Recent accounting pronouncements issued, not yet adopted:
See the recent accounting pronouncements issued not yet adopted as set forth in Note 3 to the Company’s financial statements for the year ended December 31, 2019, included in the Proxy Statement. There were no new recent accounting pronouncements issued during the nine months ended September 30, 2020 that were applicable to the Company.
Page 6 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 3. Business Combination Agreement
On June 18, 2020, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Tortoise Acquisition Corp., a Delaware corporation (“TortoiseCorp”) and SHLL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of TortoiseCorp (“Merger Sub”), pursuant to which the Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of TortoiseCorp (the “Business Combination”).
At a special meeting of stockholders held on September 28, 2020, the Business Combination Agreement was approved and adopted, and the merger and all other transactions contemplated by the Business Combination Agreement were approved. On October 1, 2020 (the “Closing Date”), Hyliion consummated the Business Combination pursuant to the Business Combination Agreement and TortoiseCorp changed its name to Hyliion Holdings Corp.
Key terms of the Business Combination Agreement include, but are not limited, to the following:
| ■ | Immediately prior to the effective time of the merger (the “Effective Time”), each share of Hyliion preferred stock (“Legacy Hyliion Preferred Stock”) that was issued and outstanding was automatically converted into a share of Hyliion common stock, par value $0.001 per share (“Legacy Hyliion Common Stock”), such that each converted share of Legacy Hyliion Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy Hyliion Preferred Stock thereafter ceased to have any rights with respect to such securities. |
| ■ | Immediately prior to the Effective Time of the Business Combination, the outstanding principal and unpaid accrued interest due on Hyliion’s outstanding convertible notes (“Legacy Hyliion Convertible Notes”) immediately prior to the Effective Time were automatically converted into shares of Legacy Hyliion Common Stock in accordance with the terms of such Legacy Hyliion Convertible Notes, and such converted Legacy Hyliion Convertible Notes were no longer outstanding and ceased to exist, and any liens securing obligations under the Legacy Hyliion Convertible Notes were released. |
| ■ | At the Effective Time, each share of Legacy Hyliion Common Stock was converted into and exchanged for 1.45720232 shares (the “Exchange Ratio”) of TortoiseCorp’s Common Stock, par value $0.0001 per share (“TortoiseCorp Common Stock”). |
| ■ | At the Effective Time, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of Legacy Hyliion Common Stock. |
| ■ | Each Hyliion option (“Legacy Hyliion Option”) that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase a number of shares of TortoiseCorp Common Stock (such option, an “Exchanged Option”) equal to the product (rounded up or down to the nearest whole number, with a fraction of 0.5 rounded up) of (i) the number of shares of Legacy Hyliion Common Stock subject to such Legacy Hyliion Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up or down to the nearest whole cent, with a fraction of $0.005 rounded up) equal to (A) the exercise price per share of such Legacy Hyliion Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio. Except as specifically provided in the Business Combination Agreement, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Hyliion Option immediately prior to the Effective Time. |
| ■ | No certificates or scrip or shares representing fractional shares of TortoiseCorp Common Stock were issued upon the exchange of Legacy Hyliion Common Stock. Any fractional shares were rounded up or down to the nearest whole share of TortoiseCorp Common Stock, with a fraction of 0.5 rounded up. No cash settlements were made with respect to fractional shares eliminated by such rounding. |
Page 7 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
4. Debt
At September 30, 2020 and December 31, 2019, the carrying value of debt was as follows:
| September 30, 2020 | December 31, 2019 | |||||||
| Convertible notes payable, net of unamortized discount at September 30, 2020 and December 31, 2019 of $5,339 and $6,451, respectively | $ | 21,505 | $ | 16,113 | ||||
| Term Loan | 10,100 | - | ||||||
| Finance lease obligations | 96 | 289 | ||||||
| Paycheck Protection Program loan | 908 | - | ||||||
| 32,609 | 16,402 | |||||||
| Less current portion | 28,477 | 6,720 | ||||||
| Debt, net of current portion | $ | 4,132 | $ | 9,682 | ||||
Convertible notes payable: During the nine months ended September 30, 2019, the Company issued a series of convertible notes payable in exchange for cash totaling $13,603 (the “First, Second and Third Quarter 2019 Notes”). The First, Second and Third Quarter 2019 Notes bear interest at 6% per annum, and mature two to five years after their issuance dates. The First, Second and Third Quarter 2019 Notes are only prepayable with the consent of the holders.
The First, Second and Third Quarter 2019 Notes include the following embedded features:
(a) Optional conversion upon a change in control. In the event of a change in control, the holder can elect to convert the First, Second and Third Quarter 2019 Notes into shares of common stock at a conversion price equal to (i) the product of the change in control purchase price multiplied by 75%, divided by (ii) the total number of outstanding shares of capital stock of the Company (on a fully diluted basis).
(b) Optional redemption upon a change in control. In the event of a change in control, the holder can elect to request payment of all outstanding principal (with no penalty) and unpaid accrued interest.
(c) Automatic or optional redemption upon an event of default. Upon the occurrence of an event of default, the First, Second and Third Quarter 2019 Notes will either automatically become due and payable or can become due and payable at the holder’s option (based on the nature of the event of default). Upon such acceleration, all outstanding principal (with no penalty) and unpaid accrued interest will become payable.
(d) Additional interest of 3% (or a total of 9%) upon an event of default.
(e) Optional redemption upon the Company obtaining at least $10,000 in commercial debt which would result in one of the Third Quarter 2019 Notes having the same priority or being treated as subordinate to the commercial debt. In such scenario, the holder can elect to request payment of all outstanding principal (with no penalty) and unpaid accrued interest.
(f) In the event the holder does not convert upon an equity financing, the interest rate on one of the Third Quarter 2019 Notes will automatically be adjusted to a rate of 4% per annum.
The Company assessed the embedded features within the First, Second and Third Quarter 2019 Notes and determined that the optional conversion feature upon change in control (in-substance redemption feature) and the additional interest feature met the definition of a derivative and were not clearly and closely related to the host contract and required separate accounting.
At issuance, the Company estimated the fair value of the automatic and optional conversion features to be approximately $5,981. The Company’s fair value measurements are more fully described in Note 5.
Page 8 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
At issuance, the Company has concluded the fair value of the additional interest feature was de minimis.
During January 2020, the Company issued a convertible note payable in exchange for cash totaling $3,200 (the “January 2020 Note”). The January 2020 Note bears interest at 6% per annum and matures in January 2025 (five years subsequent to its issuance date). The January 2020 Note is only prepayable with the consent of the holder. The January 2020 Note is secured by a first priority, senior secured interest in substantially all of the assets of the Company. The January 2020 Note includes the following embedded features:
(a) Optional conversion upon the next equity financing of at least $15,000 in proceeds. The conversion price will be based on the next equity financing per share price, with a 50% discount.
(b) Optional conversion upon a subsequent equity financing of at least $15,000 if the holder did not elect to convert upon the next equity financing, at the price that is set by the subsequent equity financing (no discount).
(c) Optional conversion upon a change in control. In the event of a change in control, the holder can elect to convert the January 2020 Note into shares of common stock at a conversion price equal to (i) the product of the change in control purchase price multiplied by 50%, divided by (ii) the total number of outstanding shares of capital stock of the Company (on a fully diluted basis).
(d) Optional redemption upon a change in control. In the event of a change in control, the holder can elect to request payment of all outstanding principal (with no penalty) and unpaid accrued interest.
(e) Optional redemption upon the Company obtaining at least $10,000 in commercial debt which would result in the January 2020 Note having the same priority or being treated as subordinate to the commercial debt. In such scenario, the holder can elect to request payment of all outstanding principal (with no penalty) and unpaid accrued interest.
(f) Automatic or optional redemption upon an event of default. Upon the occurrence of an event of default, the January 2020 Note will either automatically become due and payable or can become due and payable at the holder’s option (based on the nature of the event of default). Upon such acceleration, all outstanding principal (with no penalty) and unpaid accrued interest will become payable.
(g) Additional interest of 3% (or a total of 9%) upon an event of default.
In addition, in the event the holder does not convert upon an equity financing, the interest rate on the January 2020 Note will automatically be adjusted to a rate of 4% per annum.
The Company assessed the embedded features within the January 2020 Note and determined that the automatic and optional conversion features upon next equity financing (in-substance redemption features), the additional interest feature and the term extension feature met the definition of a derivative and were not clearly and closely related to the host contract and required separate accounting. The Company also concluded that the conversion features did not represent beneficial conversion features.
At issuance, the Company estimated the fair value of the automatic and optional conversion features at a 50% discount on the shares sold in a next equity financing to be approximately $2,656. The Company’s fair value measurements are more fully described in Note 5.
At issuance, the Company has concluded the fair value of the additional interest and term extension features was de minimis.
The effective interest rate of the various convertible notes outstanding at September 30, 2020 range from 18.6% to 24.3%
During June 2020, the convertible debt noteholders executed amendments (the “Note Amendments”) to their respective convertible promissory notes clarifying the transaction contemplated by the Business Combination Agreement would qualify as a Next Financing. The convertible promissory notes would either automatically convert or convert at the holder’s option (as evidenced by entering into the Note Amendments) in connection with such Next Financing. The convertible promissory notes would convert into shares of common stock at a conversion price equal to (i) the valuation of the Company established in connection with such Next Financing, divided by (ii) the total number of shares of capital stock of the Company (on a fully diluted and as-converted basis), as established in the original convertible promissory notes. This conversion price would then be discounted based on the negotiated conversion discounts that were established in the noteholders’ original convertible promissory notes.
Page 9 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
In connection with the Business Combination Agreement discussed in Note 3, the convertible notes payable plus accrued paid-in-kind interest were converted into shares of the Company’s common stock upon the consummation of the Business Combination Agreement.
Term Loan: During August 2020, the Company issued a term loan (the “Term Loan”) with a principal balance totaling $10,100 that matured on the earlier of (i) December 15, 2020, (ii) the termination of the Business Combination Agreement or, (iii) the consummation of the Business Combination as provided in the Business Combination Agreement. The Term Loan bore interest at a rate equal to 6.5% plus the greater of (a) the Federal Funds rate plus 0.5%, (b) LIBOR Rate for a one month interest period plus 1.0%, and (c) Prime Rate in effect on such day. As of September 30, 2020, the Term Loan bore interest at 8.5% per annum. The Term Loan’s only financial covenant required the Company to maintain minimum liquidity through maturity. As of September 30, 2020, the Company was in compliance with this financial covenant.
In connection with the consummation of the Business Combination as provided in the Business Combination Agreement discussed in Note 3, the Term Loan plus accrued interest was repaid in full subsequent to the consummation of the Business Combination Agreement.
Payroll Protection Program loan: During May 2020, the Company received loan proceeds in the amount of $908 under the PPP. The PPP was established as part of Coronavirus Aid, Relief, and Economic Security Act and provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The loans and accrued interest are forgivable after eight weeks so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and so long as the borrower maintains its pre-funding employment and wage levels. Although the Company used the PPP loan proceeds for purposes consistent with the provisions of the PPP and that such usage met the criteria established for forgiveness of the loan, the Company intends to repay the PPP loan plus accrued interest.
Note 5. Fair value measurements
The Company utilized a scenario-based with and without valuation model to estimate the fair value of the embedded derivative features requiring bifurcation as of the September 30, 2020 and December 31, 2019 reporting dates, as well as upon the issuance of the January 2020 Note. This valuation model is designed to utilize the Company’s best estimates of the timing and likelihood of the settlement events that are related to the embedded derivative features in order to estimate the fair value of the respective convertible notes with these embedded derivative features.
The fair value of the convertible notes with the derivative features is compared to the fair value of a plain vanilla note (excluding the derivative features), which is calculated based on the present value of the future cash flows. The difference between the two values represents the fair value of the bifurcated derivative features as of each respective valuation date.
The key inputs to the valuation models include significant unobservable inputs, and as such the convertible notes payable derivative liabilities are considered Level 3 measurements. The key inputs that were utilized to measure the convertible debt derivative liability associated with the January 2020 Note at issuance and to remeasure the convertible debt derivative liabilities to fair value as of September 30, 2020 and December 31, 2019 included:
| Input | September 30, 2020 | January 17, 2020 | December 31, 2019 | |||||||||
| Probability-weighted conversion discount | 2.5 - 50.0 | % | 50.0 | % | 23.9 - 50.0 | % | ||||||
| Remaining term (years) | 0.0 - 4.3 | 5.0 | 0.7 - 4.5 | |||||||||
| Equity volatility | NA | NA | 63.0 - 71.0 | % | ||||||||
| Risky rate1 | 19.6 - 57.7 | % | 50.0 | % | 27.2 - 50.0 | % | ||||||
| Probability of next financing event1 | 100.0 | % | 70.0 | % | 70.0 | % | ||||||
| Timing of next financing event1 | 10/1/2020 | 9/30/2020 | 9/30/2020 | |||||||||
| Probability of default event1 | 0.0 | % | 30.0 | % | 30.0 | % | ||||||
| Timing of default event1 | NA | 9/30/2020 | 9/30/2020 | |||||||||
| Negotiation discount1 2 | 0.0 - 0.1 | % | 24.2 | % | 21.7 | % | ||||||
| 1 | Represents a Level 3 unobservable input |
| 2 | Based on the terms and provisions of the December 2019 and January 2020 Notes, the valuation model incorporated this additional assumption |
Page 10 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
The key inputs to the valuation models are defined as follows:
| ● | The probability-weighted conversion discount is based on the contractual terms of the convertible note agreement and the expectation of the pre-money valuation of the Company as of the estimated date that the next equity financing event occurs. |
| ● | The remaining term was determined based on the remaining time period to maturity of the related convertible note with embedded features subject to valuation (as of the respective valuation date). |
| ● | The Company’s equity volatility estimate was based on the re-levered historical equity volatility of a selection of the Company’s comparable guideline public companies, based on the remaining term of the respective convertible notes. |
| ● | The risky rate was the discount rate utilized in the valuation and was determined based on reference to market yields for debt instruments with similar credit ratings and terms. |
| ● | The probabilities and timing of the next financing event and default event are based on management’s best estimate of the future settlement of the respective convertible notes. |
| ● | The negotiation discount utilized was calculated in order to further discount the specified instruments in order to agree to the principal value of the convertible notes at issuance. The utilization of the negotiation discount reflects the fact that there was a significant need for new investment and limited availability of market participants who have interest in making investments in such companies. The presence of the additional discount reflects the higher rate of return that these investors would seek in making such investments. |
The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy:
| Fair Value Measurements as of September 31, 2020 | ||||||||||||||||
| Level I | Level II | Level III | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Convertible notes payable derivative liabilities | $ | - | $ | - | $ | 12,365 | $ | 12,365 | ||||||||
| Total Liabilities | $ | - | $ | - | $ | 12,365 | $ | 12,365 | ||||||||
| Fair Value Measurements as of December 31, 2019 | ||||||||||||||||
| Level I | Level II | Level III | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Convertible notes payable derivative liabilities | $ | - | $ | - | $ | 8,351 | $ | 8,351 | ||||||||
| Total Liabilities | $ | - | $ | - | $ | 8,351 | $ | 8,351 | ||||||||
The following is a roll forward of the Company’s Level 3 instruments:
| Balance, December 31, 2019 | $ | 8,351 | ||
| Issuance of convertible notes payable derivative liability | 2,656 | |||
| Fair value adjustments | 1,358 | |||
| Balance, September 30, 2020 | $ | 12,365 |
In connection with the Business Combination discussed in Note 3, the convertible notes payable derivative liabilities were reclassified into additional paid-in capital upon the consummation of the Business Combination.
Page 11 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 6. Share-based compensation
During the nine months ended September 30, 2020, the Company issued 1,920,000 options to certain employees which will vest over a period of four year years. During the nine months ended September 30, 2019, the Company issued 2,205,000 options to certain employees and nonemployees, which will vest over a period that ranges from four to ten years. The estimated grant date fair value of the options granted during the nine months ended September 30, 2020 and 2019 totaled $435 and $343, respectively.
Share-based compensation expense for the nine months ended September 30, 2020 and 2019 was $165 and $91, respectively. As of September 30, 2020, there was $540 of unrecognized compensation cost related to share-based payments which is expected to be recognized over the remaining vesting periods, with a weighted-average period of 3.0 years.
Note 7. Related parties
In conjunction with the convertible promissory note entered into in September 2018 (the “2018 Note” and the holder of such note, the “2018 Noteholder”), The Company entered into a preferred sourcing arrangement, as amended (the “PSA”), with the 2018 Noteholder. Under the terms of the PSA, so long as the 2018 Noteholder is one of the Company’s stockholders or debtholders and for a period of five years following a change of control affecting the Company, the Company will treat the 2018 Noteholder as the Company’s preferred source for any products that the 2018 Noteholder manufactures or sells in preference to other competing products as long as the 2018 Noteholder’s products meet the technical criteria established by the Company and on reasonably competitive terms. Under the PSA, the Company is allowed to purchase competing products upon the request of any customer.
In September 2019, The Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with the 2018 Noteholder under which the 2018 Noteholder may provide engineering or operational services to the Company. The Company has not yet engaged the 2018 Noteholder to provide any services under the Services Agreement.
In conjunction with the Note Amendments entered into in June 2020, the Company entered into a commercial matters agreement with the 2018 Noteholder (the “Commercial Matters Agreement”), pursuant to which, among other things:
| a) | The PSA will remain in place so long as the 2018 Noteholder owns one million shares of the combined company subsequent to the consummation of the Business Combination and will be effective for a period of five years following a change of control affecting the combined company |
| b) | The Services Agreement was terminated with the intention of replacing it with a new services agreement (the “New Services Agreement”). The terms of the New Services Agreement are yet to, and may ultimately not, be negotiated and the 2018 Noteholder is under no obligation to enter into such New Services Agreement. |
| c) | Contingent and effective upon the execution of the Business Combination Agreement, the Company shall issue to the 2018 Noteholder $10,000 worth of the Company’s Common Stock, as of immediately prior to the effective time of the merger, in consideration for the Note Amendments and for any future services to be provided pursuant to the terms of the New Services Agreement. The Company does not expect to engage the 2018 Noteholder to provide services under the New Services Agreement in the future. In connection with the Business Combination Agreement discussed in Note 3, 1,000,000 shares were issued to the 2018 Noteholder upon the consummation of the Business Combination Agreement. |
For the nine months ended September 30, 2020 and 2019, the Company purchased goods used in its research and development activities totaling $117 and $31, respectively, from the 2018 Noteholder. At September 30, 2020 and December 31, 2019 the Company owed $28 and $104, respectively, to the 2018 Noteholder for purchased goods used in its research and development activities, which is included within accounts payable on the accompanying balance sheets. At September 30, 2020 and December 31, 2019, the Company owed $1,187 and $533, respectively, for accrued interest on the convertible notes payable owed to the 2018 Noteholder, which is included within the carrying value of debt on the accompanying balance sheets. Approximately 60% and 54% of the Company’s convertible notes payable were held by the 2018 Noteholder as of September 30, 2020 and December 31, 2019, respectively. In connection with the Business Combination Agreement discussed in Note 3, these convertible notes payable plus accrued paid-in-kind interest were converted into shares of the Company’s common stock upon the consummation of the Business Combination Agreement.
Page 12 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 8. Commitments and contingencies
Legal Proceedings: The Company is periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Management 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.
Note 9. Net loss per share
The following table sets forth the computation of the basic and diluted net loss per share:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Numerator: | ||||||||
| Net loss | $ | (18,667 | ) | $ | (10,026 | ) | ||
| Less: Cumulative dividends on convertible preferred stock | (1,337 | ) | (1,261 | ) | ||||
| Net loss attributable to common stockholders | $ | (20,004 | ) | $ | (11,287 | ) | ||
| Denominator: | ||||||||
| Weighted average shares outstanding, basic and diluted | 26,269,060 | 25,293,066 | ||||||
| Net loss per share, basic and diluted | $ | (0.76 | ) | $ | (0.45 | ) | ||
The Company’s contingently convertible notes payable did not meet the condition to be converted to common stock as of September 30, 2020 and December 31, 2019. The Company’s potential dilutive securities, which include stock options and redeemable, convertible preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.
The Company excluded the following weighted average potential common shares from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Series A redeemable, convertible preferred stock | 33,421,484 | 33,963,829 | ||||||
| Stock options, including incentive stock options and non-qualified | 4,838,887 | 2,466,757 | ||||||
| Total | 38,260,371 | 36,430,586 | ||||||
In connection with the Business Combination Agreement discussed in Note 3, the convertible notes payable plus accrued paid-in-kind interest and the Company’s redeemable, convertible preferred stock were converted into shares of the Company’s common stock upon the consummation of the Business Combination.
Page 13 of 14
Hyliion Inc.
Notes to Unaudited Condensed Financial Statements
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
Note 10. Supplemental cash flow information
The following table provides supplemental cash flow information for the nine months ended September 30, 2020 and 2019:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Operating cash flows from operating leases | $ | (1,125 | ) | $ | (899 | ) | ||
| Operating cash flows from finance leases | $ | (26 | ) | $ | (40 | ) | ||
| Right-of-use asset obtained in exchange for lease obligation | $ | - | $ | 21 | ||||
The following table provides supplemental disclosures of noncash financing activities for the nine months ended September 30, 2020 and 2019:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
| Deferred transaction costs included in accounts payable | $ | (2,990 | ) | $ | - | |||
Note 11. Subsequent events
The company evaluated all events or transactions that occurred after December 31, 2019 through November 11, 2020, the date the financial statements were available to be issued. Except as disclosed above, there were no subsequent events that occurred that require disclosure.
Page 14 of 14
Exhibit 99.2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF HYLIION
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with the unaudited financial statements and related notes filed as Exhibit 99.1 to the Current Report on Form 8-K to which this Exhibit is filed, as well as the audited financial statements and related notes that are included in Tortoise Acquisition Corp.’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”,) on September 8, 2020 (the “Proxy Statement”). This discussion and analysis should also be read together with our pro forma financial information for the period ended September 30, 2020 and as of December 31, 2019 filed as Exhibit 99.3 to the Current Report on Form 8-K to which this Exhibit is filed. In addition to historical financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in the Proxy Statement. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Hyliion” to “we”, “us”, “our”, and the “Company” are intended to mean the business and operations of Hyliion and its consolidated subsidiaries.
Certain figures, such as interest rates and other percentages, included in this section have been rounded for ease of presentation. Percentage figures included in this section have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our financial statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.
Overview
Our mission is to be the leading provider of electrified powertrain solutions for the commercial vehicle industry. Our goal is to reduce the carbon intensity and the GHG emissions of the transportation sector by providing electrified powertrain solutions for Class 8 commercial vehicles at the lowest TCO. We are currently developing two electrified powertrain systems for long-haul Class 8 commercial vehicles which will reduce the transportation sector’s GHG emissions: our Hybrid system and our Hypertruck ERX system.
Our electrified powertrain solutions utilize our proprietary battery systems, control our software and data analytics, combined with electric motors and power electronics, to produce an electrified powertrain system technology platform that can be used to either augment, in the case of our Hybrid system, or fully replace, in the case of Hypertruck ERX system, traditional diesel or CNG fueled powertrains and improve their performance. Our solutions are designed to be compatible with most major Class 8 commercial vehicle manufacturers and are fuel and generator agnostic, giving our customers the greatest flexibility to choose the vehicles that best fit their overall commercial vehicle operations strategy in their transition to electrified transportation.
Our Hybrid system has been used on over two million real-world road miles on Class 8 commercial vehicles and can either be retrofit to an existing in-service vehicle or installed on a new vehicle prior to entering fleet service. Our Hypertruck ERX system leverages the experience and data from our Hybrid system to replace the traditional diesel powertrain installed in new vehicles. Our Hypertruck ERX system will offer commercial vehicle owners and operators a net carbon negative electrified powertrain option for Class 8 commercial vehicles, when using RNG. Class 8 commercial vehicles can currently be refueled with CNG through existing, geographically diverse and third-party accessible natural gas refueling stations established across North America and globally. This existing and accessible refueling infrastructure will significantly reduce the buildout time and cost required to utilize our Hypertruck ERX system as compared to other proposed potential electrified solutions. By focusing on the powertrain, our solutions can be installed on most major Class 8 commercial vehicles, which gives our customers the flexibility to continue using their preferred vehicle brands and maintain their existing fleet maintenance and operations strategies. Our existing customers, to whom we have deployed demonstration Hybrid system units, include leaders in the transportation and logistics sector such as Ryder Systems, Inc. (“Ryder”), Penske Truck Leasing Co., L.P. (“Penske”), Eagle Transport Corporation (“Eagle”), C.R. England Inc. (“C.R. England”), Enterprise G. Lajoie, Inc. (“EGL”) and Idealease, Inc. (“Idealease”) as well as companies committed to reducing the overall environmental impact and fuel costs of their owned and operated trucking fleets, such as Wegmans. Our Hypertruck ERX system is generating significant interest from our current customers and potential new customers given the multitude of potential benefits and lower TCO compared to both conventional Class 8 commercial vehicles as well as competing technologies currently in development. Our initial customer and launch partner for our Hypertruck ERX system is Agility Transport, from which we have received a pre-launch order of up to 1,000 trucks equipped with our Hypertruck ERX system in one or more future purchase orders, subject to certain testing and performance requirements and termination rights (including a right to terminate the Agility Pre-Launch Agreement prior to purchasing all or any portion of Agility Transport’s pre-order). We are in the pre-commercialization stage of development and have generated no revenue from these customers since inception.
In June 2020, we entered into a business combination agreement (the “Business Combination Agreement”) with Tortoise Acquisition Corp., a Delaware corporation (“TortoiseCorp”) and SHLL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of TortoiseCorp (“Merger Sub”), pursuant to which the Merger Sub will merge with and into our company, with our company surviving the merger as a wholly owned subsidiary of TortoiseCorp (the “Business Combination”). At a special meeting of TortoiseCorp stockholders held on September 28, 2020, the Business Combination Agreement was approved and adopted, and the merger and all other transactions contemplated by the Business Combination Agreement were approved. On October 1, 2020, we consummated the Business Combination pursuant to the Business Combination Agreement, TortoiseCorp changed its name to Hyliion Holdings Corp, and our financial statements became those of TortoiseCorp.
Prior to the Business Combination, we financed our operations primarily through private placements of redeemable convertible preferred stock and issuance of convertible notes payable, raising aggregate gross proceeds of approximately $62.7 million since our inception in 2016. On October 1, 2020, we consummated the Business Combination and raised net proceeds of $519.9 million (net of transaction costs and expenses). As of September 30, 2020, the net carrying value of the convertible notes payable was $21.5 million and the accumulated deficit since inception was $67.6 million.
Recent Developments
On January 17, 2020, we received loan proceeds of $3.2 million from the issuance of a convertible note payable which matures on January 15, 2025. The convertible note payable converted into shares of our common stock upon the consummation of the Business Combination.
In March 2020, the World Health Organization declared the COVID-19 outbreak to be a pandemic and actions taken around the world to help mitigate the spread of COVID-19 included restrictions on travel, quarantines in certain areas and forced closures for certain types of public places and businesses. impact, both in terms of severity and duration, that the COVID-19 pandemic will have on our business, operating results, cash flows and financial condition, but it could be material if the current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management. Accordingly, it is reasonably possible that the estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, we may be subject to future impairment losses related to long-lived assets as well as changes to valuations.
On May 8, 2020, we received loan proceeds in the amount of $0.9 million under the Paycheck Protection Program (the “PPP”). The PPP was established as part of the CARES Act and provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the business, subject to certain limitations. The loans and accrued interest are forgivable after eight weeks so long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and so long as the borrower maintains its pre-funding employment and wage levels.
On August 14, 2020, we received loan proceeds in the amount of $10.1 million under a term loan agreement (the “Term Loan”) which matured on the earlier of (i) December 15, 2020, (ii) the termination of the Business Combination Agreement, (iii) the consummation of the Business Combination. The Term Loan and accrued interest were repaid in full in October 2020 following consummation of the Business Combination.
2
As noted above, on October 1, 2020, we completed the Business Combination, pursuant to which Merger Sub merged with and into Hyliion Inc., with Hyliion Inc. surviving the merger as a wholly owned subsidiary of Hyliion Holdings Corp. The Business Combination is expected to have several significant impacts on our future reported financial position and results, as a consequence of reverse capitalization treatment. These include an estimated increase in cash (as compared to Hyliion’s balance sheet at September 30, 2020) of approximately $519.9 million.
Comparability of Financial Information
Our results of operations and statements of assets and liabilities may not be comparable between periods as a result of the business combination.
Key Factors Affecting Operating Results
We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section entitled “Risk Factors”
Successful commercialization of our drivetrain solutions
We expect to derive future revenue from our Hybrid systems and Hypertruck ERX system. Our V1 Hybrid system is available today, offering customers the immediate ability to lower costs and improve environmental impact, and we intend to introduce our improved V2 Hybrid system for customer deliveries in late 2021. Our Hypertruck ERX system is projected to be delivered to customers for evaluation and testing in late 2021 with commercial availability projected for 2022. In order to reach commercialization, we must purchase and integrate related property and equipment, as well as achieve several research and development milestones. As a result, we will require substantial additional capital to develop our products and services and fund our operations for the foreseeable future. Until we can generate sufficient revenue from product sales, we expect to finance our operations through commercialization and production with proceeds from the Business Combination. The amount and timing of our future funding requirements, if any, will depend on many factors, including the pace and results of our research and development efforts.
Customer Demand
We have deployed demonstration Hybrid system units to a number of customers and our Hypertruck ERX system is generating significant interest from its current customers and potential new customers. In May 2020, we entered into the Agility Pre-Launch Agreement with Agility Transport. Under the Agility Pre-Launch Agreement, Agility Transport agreed to order 1,000 trucks equipped with our Hypertruck ERX system in one or more future purchase orders, subject to certain testing and performance requirements and termination rights (including a right to terminate the Agility Pre-Launch Agreement prior to purchasing all or any portion of Agility Transport’s pre-order). For the nine months ended September 30, 2020, we had no transactions with Agility Transport.
Basis of Presentation
Currently, we conduct business through one operating segment. See Note 3 in the audited financial statements included in the Proxy Statement for more information about our operating segment.
Key Components of Statements of Operations
Research and Development Expense
Research and development expenses consist primarily of costs incurred for the discovery and development of our electrified powertrain solutions, which include:
| ● | personnel-related expenses including salaries, benefits, travel and share-based compensation, for personnel performing research and development activities; |
| ● | fees paid to third parties such as consultants and contractors for outsourced engineering services; |
3
| ● | expenses related to materials, supplies and third-party services; |
| ● | depreciation for equipment used in research and development activities; and |
| ● | allocation of general overhead costs |
We expect our research and development costs to increase for the foreseeable future as we continue to invest in research and development activities to achieve our operational and commercial goals.
Selling, General and Administrative Expense
Selling, general and administrative expenses consist of personnel-related expenses for our corporate, executive, finance, sales, marketing and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing costs. Personnel-related expenses consist of salaries, benefits and share-based compensation.
We expect our selling, general and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services.
Other Income (Expense), Net
Other income and expense consists primarily of interest expense incurred on our debt obligations, remeasurement gain or loss associated with the change in the fair value on our convertible notes payable derivative liabilities and our gain on bargain purchase associated with the acquisition of a battery division on June 1, 2018.
Results of Operations
Comparison of Nine months Ended September 30, 2020 and 2019
The condensed statements of operations for the nine months ended September 30, 2020 and 2019 are presented below:
| Nine Months Ended September 30, | $ | % | ||||||||||||||
| 2020 | 2019 | Change | Change | |||||||||||||
| (dollar amounts in thousands, expect share and per share data) | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | (8,134 | ) | $ | (6,716 | ) | $ | (1,418 | ) | 21.1 | % | |||||
| Selling, general, and administrative | (3,705 | ) | (1,977 | ) | (1,728 | ) | 87.4 | % | ||||||||
| Loss from operations | (11,839 | ) | (8,693 | ) | (3,146 | ) | 36.2 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | (5,458 | ) | (2,176 | ) | (3,282 | ) | 150.8 | % | ||||||||
| Change in fair value of convertible notes payable derivative liabilities | (1,358 | ) | 823 | (2,181 | ) | (265.0 | )% | |||||||||
| Other income | (12 | ) | 20 | (32 | ) | (160.0 | )% | |||||||||
| Total other (expense) income | (6,828 | ) | (1,333 | ) | (5,495 | ) | 412.2 | % | ||||||||
| Net loss | $ | (18,667 | ) | $ | (10,026 | ) | $ | (8,641 | ) | 86.2 | % | |||||
| Cumulative dividends on convertible preferred stock | (1,337 | ) | (1,261 | ) | (76 | ) | 6.0 | % | ||||||||
| Net loss attributable to common stockholder, basic and diluted | $ | (20,004 | ) | $ | (11,287 | ) | $ | (8,717 | ) | 77.2 | % | |||||
| Net loss per share, basic and diluted | $ | (0.76 | ) | $ | (0.45 | ) | $ | (0.32 | ) | 70.6 | % | |||||
| Weighted-average shares outstanding, basic and diluted | 26,269,060 | 25,293,066 | 975,994 | 3.9 | % | |||||||||||
4
Research and Development
Research and development expenses increased by $1.4 million from $6.7 million in the nine months ended September 30, 2019 to $8.1 million in the same period in 2020. The increase was primarily due to a $1.0 million increase in consulting fees relating primarily to development of our Hypertruck ERX prototype vehicle, a $0.5 million increase in consumable research and development components relating primarily to development of our Hypertruck ERX prototype vehicle, a $0.3 million increase in payroll and related costs due to increased hardware and software engineering headcount and performance-oriented product development incentive bonuses earned during the period, offset by $0.4 million of reductions in facilities lease expenses due to the closure of a satellite office.
Selling, General and Administrative
Selling, general and administrative expenses increased by $1.7 million from $2.0 million in the nine months ended September 30, 2019 to $3.7 million in the same period in 2020, primarily driven by a $0.2 million increase in facilities lease expenses due to an expansion of the administrative portion of our headquarter facilities, a $0.5 million increase in payroll and payroll related costs related to new hires and a voluntary, temporary salary reduction taken by key executive personnel during the nine months ended September 30, 2019 in an effort to conserve cash that did not recur during the nine months ended September 30, 2020, $0.4 million increase in consulting fees related to staff augmentation, $0.2 million increase in accounting and audit fees, and a $0.4 million increase in marketing and press relations expenses relating to our expansion of product sales and marketing activities.
Other Income (Expense), Net
Total other expense increased by $5.5 million from $1.3 million for the nine months ended September 30, 2019 to $6.8 million in the same period in 2020, primarily due to the following:
| ● | interest expense increased by $3.3 million from $2.2 million for the nine months ended September 30, 2019 to $5.5 million for the same period in 2020, primarily due to interest expense incurred on our debt obligations, which increased from $19.4 million at September 30, 2019 to $37.9 million at September 30, 2020. During the nine months ended September 30, 2020 and 2019, we issued convertible notes payable, for which certain embedded features were required to be bifurcated and separately accounted for as derivative liabilities, in exchange for cash proceeds totaling $3.2 million and $13.6 million, respectively. The estimated fair value of the convertible notes payable derivative liabilities on the date of issuance for the nine months ended September 30, 2020 and 2019 totaled $2.7 million and $6.0 million, respectively, and were recognized at issuance as a liability and a corresponding debt discount. For the nine months ended September 30, 2020 and 2019, interest expense consisted of: (a) interest payable in kind at an annual stated rate of 6.0% for a total of $1.1 million and $0.4 million, respectively, (b) convertible notes payable discount amortization of $3.8 million and $1.6 million, respectively, and (c) Term Loan discount amortization of $0.5 million and $0.0 million, respectively. |
| ● | A loss from the change in fair value of convertible notes payable derivative liabilities of $1.4 million for the nine months ended September 30, 2020 and a gain from the change in fair value of convertible notes payable derivative liabilities of $0.8 million for the same period in 2019. |
Liquidity and Capital Resources
As of September 30, 2020, we had a working capital deficit of $30.7 million and an accumulated deficit of $67.6 million. We incurred a net loss of $18.7 million for the nine months ended September 30, 2020 and a net loss of $14.1 million for the year ended December 31, 2019.
In connection with the consummation of the Business Combination, on October 1, 2020, we raised net proceeds of $519.9 million (net of transaction costs and expenses).
5
As of September 30, 2020, we had cash and cash equivalents balance of $7.6 million. Based on the cash balance as of September 30, 2020 and proceeds from the Business Combination, we believe this will be sufficient to continue to execute our business strategy by (i) completing the development and commercialization of the Hyliion Hybrid and Hypertruck ERX system, (ii) scale Hyliion’s operations to meet anticipated demand, and (iii) hiring of personnel.
However, actual results could vary materially and negatively as a result of a number of factors discussed in the section in the Proxy Statement entitled “Risk Factors.”
Cash Flows Summary
Presented below is a summary of our operating, investing and financing cash flows:
| Nine Months Ended September 30, | ||||||||
| 2020 | 2019 | |||||||
(in thousands) | ||||||||
| Net cash provided by (used in) | ||||||||
| Operating activities | $ | (10,985 | ) | $ | (8,338 | ) | ||
| Investing activities | (83 | ) | (215 | ) | ||||
| Financing activities | 12,348 | 13,465 | ||||||
| Net change in cash and cash equivalents | $ | 1,280 | $ | 4,912 | ||||
Cash Flows Used in Operating Activities
For the nine months ended September 30, 2020, cash flows used in operating activities were $11.0 million. The cash used primarily related to our net loss of $18.7 million, adjusted for certain non-cash expenses including $0.7 million related to non-cash lease expenses, $0.7 million related to depreciation and amortization, $1.4 million related to a loss from the change in fair value of the convertible notes payable derivative liabilities, $4.2 million related to amortization of the debt discount, $1.1 million related to paid-in-kind interest on convertible notes payable and $0.2 million related to share-based compensation and adjusted for a $0.5 million change in net working capital accounts including a $0.7 million increase in accounts payable and accrued expenses partially offset by a $0.7 million decrease in operating lease liabilities and a $0.5 million reduction in accounts receivable and other current assets.
For the nine months ended September 30, 2019, cash flows used in operating activities were $8.3 million. The cash used primarily related to our net loss of $10.0 million, adjusted for certain non-cash expenses including $1.0 million related to non-cash lease expenses, $0.8 million related to depreciation and amortization, $0.8 million related to a gain from the change in fair value of the convertible notes payable derivative liabilities, $1.7 million related to amortization of the debt discount, $0.4 million related to paid-in-kind interest on convertible notes payable and $0.1 million related to share-based compensation and adjusted for a $1.4 million change in net working capital accounts including a $0.5 million decrease in operating lease liabilities and a $1.2 million decrease in accounts payable and accrued expenses and partially offset by a $0.2 million reduction in accounts receivable, other current assets, and other assets.
Cash Flows Used in Investing Activities
Cash used in investing activities primarily relate to capital expenditures for test equipment and machinery, demonstration and test vehicles, leasehold improvements, office furniture and equipment as Hyliion continues to invest in its business infrastructure. Capital expenditures totaled $0.1 million and $0.2 million for the nine months ended September 30, 2020 and 2019, respectively. No business acquisitions or intangible assets were purchased for the nine months ended September 30, 2020 and 2019.
Net cash used in investing activities is expected to continue to increase substantially as Hyliion purchases additional property and equipment as Hyliion continues the development of its Hybrid and Hypertruck ERX systems and scales the manufacturing operations to meet anticipated demand.
6
Cash Flows Provided by Financing Activities
Cash provided by financing activities was $12.3 million for the nine months ended September 30, 2020, which was primarily due to $3.2 million of proceeds from the issuance of a convertible note payable, $10.1 million of proceeds from the issuance of a Term Loan, $0.9 million of loan proceeds from the PPP, and $0.1 million of proceeds from the exercise of common stock options, partially offset by payments for deferred transaction costs of $1.3 million, payments for deferred financing costs of $0.5 million and repayments on finance lease obligations of $0.2 million.
Cash provided by financing activities was $13.5 million for the nine months ended September 30, 2019, which was primarily due to $13.6 million of proceeds from the issuance of convertible notes payable, partially offset by repayments on finance lease obligations of $0.1 million.
Related Parties
In conjunction with the convertible promissory note entered into in September 2018 (the “2018 Note” and the holder of such note, the “2018 Noteholder”), we entered into a preferred sourcing arrangement, as amended (the “PSA”), with the 2018 Noteholder. Under the terms of the PSA, so long as the 2018 Noteholder is one of our stockholders or debtholders and for a period of five years following a change of control of Legacy Hyliion, we will treat the 2018 Noteholder as our preferred source for any products that the 2018 Noteholder manufactures or sells in preference to other competing products as long as the 2018 Noteholder’s products meet the technical criteria established by us and on reasonably competitive terms. Under the PSA, we are allowed to purchase competing products upon the request of any customer.
In September 2019, we entered into an Amended and Restated Services Agreement (the “Services Agreement”) with the 2018 Noteholder under which the 2018 Noteholder may provide engineering or operational services to us. We have not yet engaged the 2018 Noteholder to provide any services under the Services Agreement.
In June 2020, we entered into amendments to the convertible promissory notes (the “Note Amendments”) with all noteholders. In conjunction with the Note Amendments, we entered into a commercial matters agreement with the 2018 Noteholder (the “Commercial Matters Agreement”), pursuant to which, among other things:
(a) The PSA will remain in place so long as the 2018 Noteholder owns one million shares of our Common Stock subsequent to the consummation of the Business Combination Agreement and will be effective for a period of five years following a change of control affecting us.
(b) The Services Agreement was terminated with the intention of replacing it with a new services agreement (the “New Services Agreement”). The terms of the New Services Agreement are yet to, and may ultimately not, be negotiated and the 2018 Noteholder is under no obligation to enter into such New Services Agreement.
(c) Contingent and effective upon the execution of the Business Combination Agreement, we shall issue to the 2018 Noteholder $10.0 million worth of our Common Stock, as of immediately prior to the effective time of the merger, in consideration for the Note Amendments and for any future services to be provided pursuant to the terms of the New Services Agreement. We do not expect to engage the 2018 Noteholder to provide services under the New Services Agreement in the future. Upon the consummation of the Business Combination, 1,000,000 shares of Legacy Hyliion were issued to the 2018 Noteholder.
For the nine months ended September 30, 2020, we purchased goods used in its research and development activities totaling approximately $0.1 million from the 2018 Noteholder. For the nine months ended September 30, 2020, we owed approximately less than $0.1 million to the 2018 Noteholder for purchased goods used in its research and development activities, which is included within accounts payable on the accompanying balance sheets. At September 30, 2020, we owed $1.2 million for accrued interest on the convertible notes payable owed to the 2018 Noteholder, which is included within the carrying value of debt on the accompanying balance sheets. Approximately 60% of our convertible notes payable were held by the 2018 Noteholder as of September 30, 2020. Upon the consummation of the Business Combination, these convertible notes payable plus accrued paid-in-kind interest were converted into shares of Legacy Hyliion’s common stock and exchanged in the Business Combination.
7
Between February and July 2019, we issued a series of convertible notes payable in exchange for cash totaling approximately $13.6 million (the “Initial 2019 Notes” and holders of such notes, the “Initial 2019 Noteholders”). The Initial 2019 Notes bear interest at 6% per annum and mature two to five years after their respective issuance dates. In conjunction with one of the Initial 2019 Notes, we entered into a Collaboration and Development Agreement (the “CDA”) with one of the Initial 2019 Noteholders (the “Collaboration Partner”). Under the terms of the CDA, we will work with the Collaboration Partner to develop certain products to be manufactured by the Collaboration Partner for use in our assembled products. The costs incurred under the CDA are the responsibility of the party who incurred the costs. Once the Collaboration Partner’s developed products meet our technical requirements and the Collaboration Partner meets or beats reasonably competitive terms, the Collaboration Partner and we will enter into a supply arrangement under which we will purchase the developed products exclusively from the Collaboration Partner for three years after such supply arrangement’s effective date. In the event we and the Collaboration Partner fail to enter into such supply agreement or we do not purchase its total requirements for such supplies exclusively from the Collaboration Partner during the three-year period after the supply agreement is entered into, the Collaboration Partner is entitled to certain remedies including reimbursement of all of its development costs. Upon the consummation of the Business Combination, these convertible notes payable plus accrued paid-in-kind interest were converted into shares of Legacy Hyliion’s common stock and exchanged in the Business Combination.
Off-Balance Sheet Arrangements
During the periods presented, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, which were established for the purpose of facilitating off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period. 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 our financial statements.
There have been no material changes to our critical accounting policies and estimates as described in the audited financial statements as of and for the year ended December 31, 2019, which are included in the Proxy Statement and incorporated by reference into the Original Report and this Amendment No. 2.
Emerging Growth Company Status
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time we are no longer considered to be an emerging growth company. At times, we may elect to early adopt a new or revised standard. See Note 3 of the audited financial statements in the Proxy Statement for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the years ending December 31, 2019 and 2018.
8
In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
Hyliion will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Hyliion’s first fiscal year following the fifth anniversary of the Closing, (b) the last date of Hyliion’s fiscal year in which Hyliion has total annual gross revenue of at least $1.1 billion, (c) the date on which Hyliion is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Hyliion has issued more than $1.0 billion in non-convertible debt securities during the previous three years.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events and specific asset risks.
Interest Rate Risk
We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments, as any investments we enter into are primarily highly liquid investments. As of September 30, 2020, we had a cash balance of $7.6 million, consisting of operating and savings accounts which are not affected by changes in the general level of U.S. interest rates.
Inflation Risk
We do not believe that inflation currently has a material effect on its business.
New and Recently Adopted Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Hyliion as of the specified effective date. Unless otherwise discussed, Hyliion believes that the impact of recently issued standards that are not yet effective will not have a material impact on Hyliion’s financial position or results of operations under adoption.
See Recent Accounting Pronouncements issued, not yet adopted under Note 3 – Summary of Significant Accounting Policies in the notes to the 2019 financial statements included in the Proxy Statement for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.
9
Exhibit 99.3
UNAUDITED
PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements of Hyliion Holdings Corp. (f/k/a Tortoise Acquisition Corp.). (“Tortoise”) present the combination of the financial information of Tortoise and Hyliion Inc. (“Hyliion”) adjusted to give effect to the merger of Hyliion with and into a wholly-owned subsidiary of Tortoise (the “Business Combination”) and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical balance sheet of Tortoise and the historical balance sheet of Hyliion on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2020. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020, combine the historical statements of operations of Tortoise and Hyliion for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2019, the beginning of the earliest period presented:
| ● | the merger of Hyliion with and into SHLL Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Tortoise (“Merger Sub”), with Hyliion surviving the merger as a wholly-owned subsidiary of Tortoise; |
| ● | the issuance and sale of 30,750,000 shares of Class A Common Stock of Tortoise for a purchase price of $10.00 per share and an aggregate purchase price of $307.5 million in a private placement (the “PIPE Financing”) pursuant to Subscription Agreements and the issuance and sale of 1,750,000 Forward Purchase Units at $10.00 per unit, consisting of one share of Class A Common Stock and one-half of one warrant, for a total of 1,750,000 shares of Class A Common Stock and 875,000 warrants and an aggregate purchase price of $17.5 million; |
| ● | the conversion of all of Hyliion’s redeemable convertible preferred stock and its convertible notes payable into Hyliion common stock; and |
| ● | the conversion of all outstanding Hyliion shares and stock options into Class A Common Stock totaling 100,000,000 shares. |
The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Business Combination; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on Tortoise’s results following the completion of the Business Combination.
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma condensed combined financial statements; |
| ● | the historical audited financial statements of Tortoise as of and for the year ended December 31, 2019 and the related notes as included in Tortoise’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on September 8, 2020 (the “Proxy Statement”), each of which is incorporated by reference; |
| ● | the historical unaudited consolidated financial statements of Tortoise as of and for the nine months ended September 30, 2020 and the related notes, each of which is included in the Proxy Statement and isincorporated by reference; |
| ● | the historical audited financial statements of Hyliion as of and for the year ended December 31, 2019 and the related notes, each of which is included in the Proxy Statement and is incorporated by reference; and |
| ● | the historical unaudited financial statements of Hyliion as of and for the nine months ended September 30, 2020 and the related notes, each of which is included in Exhibit 99.[1] to the Current Report on Form 8-K/A to which this Exhibit is filed and which is incorporated by reference; and |
| ● | other information relating to Tortoise and Hyliion contained in the Proxy Statement, including the Business Combination Agreement and the description of certain terms thereof set forth in the section entitled “Proposal No. 1 - The Business Combination Proposal.” |
Pursuant to Tortoise’s amended and restated certificate of incorporation as in effect immediately prior to the Business Combination, Public Stockholders (as defined in the Proxy Statement) were offered the opportunity to redeem, upon the closing of the Business Combination, shares of Tortoise Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account (as defined in the Proxy Statement).
Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, Tortoise is treated as the acquired company and Hyliion is treated as the acquirer for financial statement reporting purposes. Hyliion has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| ● | Hyliion’s existing shareholders have the greatest voting interest in the combined entity with over 61% voting interest; |
| ● | Hyliion’s directors represent four of the seven board seats for the combined company’s board of directors; |
| ● | Hyliion’s existing shareholders have the ability to control decisions regarding election and removal of directors and officers of the combined entity’s executive board of directors; and |
| ● | Hyliion’s senior management is the senior management of the combined company. |
Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of Tortoise following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.
2
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(in thousands, except share and per share data)
| Hyliion | ||||||||||||||||||||||||||||
| Tortoise | Hyliion | Hyliion | Hyliion | Pro Forma | Pro Forma | |||||||||||||||||||||||
| Historical | Historical | Adjustments | Notes | Pro Forma | Adjustments | Notes | Combined | |||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Cash | $ | 117,102 | $ | 7,565 | $ | - | $ | 7,565 | $ | 236,484 | (2) a | $ | 533,771 | |||||||||||||||
| (29,225 | ) | (2) b | ||||||||||||||||||||||||||
| 201,879 | (2) c | |||||||||||||||||||||||||||
| (34 | ) | (2) d | ||||||||||||||||||||||||||
| Trade receivables, net | - | 15 | - | 15 | - | 15 | ||||||||||||||||||||||
| Prepaid expenses and other current assets | 91 | 1,085 | - | 1,085 | - | 1,176 | ||||||||||||||||||||||
| Total current assets | 117,193 | 8,665 | - | 8,665 | 409,104 | 534,962 | ||||||||||||||||||||||
| Cash and marketable securities held in Trust Account | 236,484 | - | - | - | (236,484 | ) | (2) a | - | ||||||||||||||||||||
| Property and equipment, net | - | 1,126 | - | 1,126 | - | 1,126 | ||||||||||||||||||||||
| Operating lease right of use assets | - | 4,254 | - | 4,254 | - | 4,254 | ||||||||||||||||||||||
| Intangible assets | - | 356 | - | 356 | - | 356 | ||||||||||||||||||||||
| Deferred transaction expenses | - | 4,306 | - | 4,306 | (4,306 | ) | (2) b | - | ||||||||||||||||||||
| Other assets | - | 209 | - | 209 | - | 209 | ||||||||||||||||||||||
| Non-current assets | 236,484 | 10,251 | - | 10,251 | (240,790 | ) | 5,945 | |||||||||||||||||||||
| Total assets | $ | 353,677 | $ | 18,916 | $ | - | $ | 18,916 | $ | 168,314 | $ | 540,907 | ||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||
| Accounts payable | 3,727 | 4,499 | - | 4,499 | - | 8,226 | ||||||||||||||||||||||
| Accrued franchise tax | 30 | - | - | - | - | 30 | ||||||||||||||||||||||
| Due to private placement investors | 117,100 | - | - | - | (117,100 | ) | (2) c | - | ||||||||||||||||||||
| Note payable to Sponsor | 120 | - | - | - | - | 120 | ||||||||||||||||||||||
| Convertible notes payable derivative liabilities | - | 4,745 | (4,745 | ) | (1) a | - | - | - | ||||||||||||||||||||
| Current portion of operating lease liabilties | - | 751 | - | 751 | - | 751 | ||||||||||||||||||||||
| Current portion of convertible debt | - | 28,477 | (28,339 | ) | (1) a | 138 | - | 138 | ||||||||||||||||||||
| Accrued expenses and other current liabilities | 508 | 891 | - | 891 | - | 1,399 | ||||||||||||||||||||||
| Total current liabilities | 121,485 | 39,363 | (33,084 | ) | 6,279 | (117,100 | ) | 10,664 | ||||||||||||||||||||
| Deferred underwriting fee payable | 8,128 | - | - | - | (8,128 | ) | (2) b | - | ||||||||||||||||||||
| Deferred legal fees payable | 150 | - | - | - | (150 | ) | (2) b | - | ||||||||||||||||||||
| Operating lease liability, net of current portion | - | 4,253 | - | 4,253 | - | 4,253 | ||||||||||||||||||||||
| Convertible notes payable derivative liabilities, net of current portion | - | 7,620 | (7,620 | ) | (1) a | - | - | - | ||||||||||||||||||||
| Convertible debt, net of current portion | - | 4,132 | 6,834 | (1) a | 10,966 | - | 10,966 | |||||||||||||||||||||
| Non-current liabilities | 8,278 | 16,005 | (786 | ) | 15,219 | (8,278 | ) | 15,219 | ||||||||||||||||||||
| Total liabilities | 129,763 | 55,368 | (33,870 | ) | 21,498 | (125,378 | ) | 25,883 | ||||||||||||||||||||
| Commitments | ||||||||||||||||||||||||||||
| Common Stock subject to possible redemptions | 218,914 | - | - | - | (218,914 | ) | (2) d | - | ||||||||||||||||||||
| Redeemable convertible preferred stock | - | 25,787 | (25,787 | ) | (1) a | - | - | - | ||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||
| Preferred Stock | - | - | - | - | - | - | ||||||||||||||||||||||
| Common Stock, $0.0001 par value; 200,000,000 shares authorized; 1,409,542 shares issued and outstanding (excluding 21,891,375 shares subject to possible redemption) as of September 30, 2020 | - | - | - | - | - | - | ||||||||||||||||||||||
| Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 5,825,230 shares issued and outstanding as of September 30, 2020 | 1 | - | - | - | (1 | ) | (2) d | - | ||||||||||||||||||||
| Common Stock | - | 27 | (17 | ) | (1) a | 10 | 6 | (2) c | 16 | |||||||||||||||||||
| Additional paid in capital | 7,424 | 5,367 | 65,013 | (1) a | 70,380 | (25,253 | ) | (2) b | 587,980 | |||||||||||||||||||
| 318,973 | (2) c | |||||||||||||||||||||||||||
| 216,456 | (2) d | |||||||||||||||||||||||||||
| Retained earnings (accumulated deficit) | (2,425 | ) | (67,633 | ) | (5,339 | ) | (1) a | (72,972 | ) | 2,425 | (2) d | (72,972 | ) | |||||||||||||||
| Total equity | 5,000 | (62,239 | ) | 59,657 | (2,582 | ) | 512,606 | 515,024 | ||||||||||||||||||||
| Total liabilities and stockholders’ equity | 353,677 | 18,916 | - | 18,916 | 168,314 | 540,907 | ||||||||||||||||||||||
3
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands, except share and per share data)
| Tortoise | Hyliion | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
| Net sales | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Cost of operations | - | - | - | - | ||||||||||||||
| Gross profit | - | - | - | - | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Research and development expenses | - | (9,269 | ) | - | (9,269 | ) | ||||||||||||
| Selling, general and administrative expenses | (465 | ) | (2,730 | ) | - | (3,195 | ) | |||||||||||
| Administrative expenses - related party | (100 | ) | - | - | (100 | ) | ||||||||||||
| Franchise tax expense | (200 | ) | - | - | (200 | ) | ||||||||||||
| Depreciation and amortisation | - | - | - | - | ||||||||||||||
| Operating profit | (765 | ) | (11,999 | ) | - | (12,764 | ) | |||||||||||
| Interest and financing costs | ||||||||||||||||||
| Interest expense | - | (3,260 | ) | 3,207 | (1) a | (53 | ) | |||||||||||
| Change in fair value of convertible notes payable derivative liabilities | - | 1,119 | (1,119 | ) | (1) a | - | ||||||||||||
| Other | - | 27 | - | 27 | ||||||||||||||
| Investment income from investments held in Trust Account | 3,857 | - | (3,857 | ) | (1) b | - | ||||||||||||
| Total interest and financing | 3,857 | (2,114 | ) | (1,769 | ) | (26 | ) | |||||||||||
| Income (loss) before income taxes | 3,092 | (14,113 | ) | (1,769 | ) | (12,790 | ) | |||||||||||
| Income tax expense | (768 | ) | - | 768 | (1) c | - | ||||||||||||
| Net income (loss) | 2,324 | (14,113 | ) | (1,001 | ) | (12,790 | ) | |||||||||||
| Cumulative dividends on convertible preferred stock | - | (1,702 | ) | 1,702 | (1) d | - | ||||||||||||
| Net loss attributable to common stockholders | $ | 2,324 | $ | (15,815 | ) | $ | 701 | $ | (12,790 | ) | ||||||||
| Weighted average share outstanding | ||||||||||||||||||
| Basic | 161,622,839 | (1) e | 161,622,839 | |||||||||||||||
| Diluted | 161,622,839 | (1) e | 161,622,839 | |||||||||||||||
| Income (loss) per share attributable to common stockholders | ||||||||||||||||||
| Basic | $ | (0.08 | ) | |||||||||||||||
| Diluted | $ | (0.08 | ) | |||||||||||||||
4
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(in thousands, except share and per share data)
| Tortoise | Hyliion | Pro Forma Adjustments | Notes | Pro Forma Combined | ||||||||||||||
| Net sales | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Cost of operations | - | - | - | - | ||||||||||||||
| Gross profit | - | - | - | - | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Research and development expenses | - | (8,134 | ) | - | (8,134 | ) | ||||||||||||
| Selling, general and administrative expenses | (5,233 | ) | (3,705 | ) | - | (8,938 | ) | |||||||||||
| Administrative expenses - related party | (90 | ) | - | - | (90 | ) | ||||||||||||
| Franchise tax expense | (150 | ) | - | - | (150 | ) | ||||||||||||
| Depreciation and amortisation | - | - | - | - | ||||||||||||||
| Operating profit | (5,473 | ) | (11,839 | ) | - | (17,312 | ) | |||||||||||
| Interest and financing costs | ||||||||||||||||||
| Interest expense | - | (5,458 | ) | 5,449 | (1) a | (9 | ) | |||||||||||
| Change in fair value of convertible notes payable derivative liabilities | - | (1,358 | ) | 1,358 | (1) a | - | ||||||||||||
| Other | - | (12 | ) | - | (12 | ) | ||||||||||||
| Investment income from investments held in Trust Account | 886 | - | (886 | ) | (1) b | - | ||||||||||||
| Total interest and financing | 886 | (6,828 | ) | 5,921 | (21 | ) | ||||||||||||
| Income (loss) before income taxes | (4,587 | ) | (18,667 | ) | 5,921 | (17,333 | ) | |||||||||||
| Income tax expense | (162 | ) | - | 162 | (1) c | - | ||||||||||||
| Net income (loss) | (4,749 | ) | (18,667 | ) | 6,083 | (17,333 | ) | |||||||||||
| Cumulative dividends on convertible preferred stock | - | (1,337 | ) | 1,337 | (1) d | - | ||||||||||||
| Net loss attributable to common stockholders | $ | (4,749 | ) | $ | (20,004 | ) | $ | 7,420 | $ | (17,333 | ) | |||||||
| Weighted average share outstanding | ||||||||||||||||||
| Basic | 161,622,839 | (1) e | 161,622,839 | |||||||||||||||
| Diluted | 161,622,839 | (1) e | 161,622,839 | |||||||||||||||
| Income (loss) per share attributable to common stockholders | ||||||||||||||||||
| Basic | $ | (0.11 | ) | |||||||||||||||
| Diluted | $ | (0.11 | ) | |||||||||||||||
5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation
The Business Combination is accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Tortoise is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of Hyliion issuing stock for the net assets of Tortoise, accompanied by a recapitalization. The net assets of Tortoise are stated at historical cost, with no goodwill or other intangible assets recorded.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2020. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020, give pro forma effect to the Business Combination as if it had been consummated on January 1, 2019.
The unaudited pro forma condensed combined balance sheet as of September 30, 2020 has been prepared using, and should be read in conjunction with, the following:
| ● | Tortoise’s unaudited consolidated balance sheet as of September 30, 2020 and the related notes, which is included in the Proxy Statement and incorporated by reference; and |
| ● | Hyliion’s unaudited balance sheet as of September 30, 2020 and the related notes, which is attached as an exhibit to this filing and incorporated by reference. |
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 has been prepared using, and should be read in conjunction with, the following:
| ● | Tortoise’s audited statement of operations for the year ended December 31, 2019 and the related notes, which is included in the Proxy Statement and incorporated by reference ; and |
| ● | Hyliion’s audited statement of operations for the year ended December 31, 2019 and the related notes, which is included in the Proxy Statement and incorporated by reference. |
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2020 has been prepared using, and should be read in conjunction with, the following:
| ● | the historical unaudited consolidated financial statements of Tortoise as of and for the nine months ended September 30, 2020 and the related notes, each of which is included in the Quarterly Report on Form 10-Q for such period filed with the SEC on the date hereof and incorporated by reference; |
| ● | the historical unaudited financial statements of Hyliion as of and for the nine months ended September 30, 2020 and the related notes, which are attached as an exhibit to this filing and are incorporated by reference; and |
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
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The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Tortoise and Hyliion.
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the post-combination company. Tortoise and Hyliion have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2020 are as follows:
| (1) | Represents pro forma adjustments to Hyliion: |
| a | Reflects the conversion of all of Hyliion’s redeemable convertible preferred stock and its convertible notes payable into Class A Common Stock and the conversion of all outstanding Hyliion shares and stock options into Class A Common Stock totaling 100,000,000 shares. Includes the elimination of the convertible notes payable derivative liabilities and the expensing of the discount on the convertible notes payable. |
| (2) | Represents pro forma adjustments to the condensed combined balance sheet: |
| a | Reflects the reclassification of cash and investments held in the Trust Account that becomes available following the Business Combination. |
| b | Represents transaction costs of approximately $33.5 million incurred in consummating the Business Combination. Includes legal, financial advisory and other professional fees related to the Business Combination. These costs are not included in the unaudited pro forma condensed combined statement of operations as they are deemed to not have a continuing impact on the results of the post-combination company. |
| c | Reflects the net proceeds of $319.0 million ($325.0 million gross less $6.0 million in fees) from the issuance and sale of 30,750,000 shares of Class A Common Stock at $10.00 per share in the PIPE Financing pursuant to Subscription Agreements and the issuance and sale of 1,750,000 Forward Purchase Units at $10.00 per unit, with each unit consisting of one share of Class A Common Stock and one-half of one warrant, pursuant to a Forward Purchase Agreement. As of September 30, 2020, Tortoise received $117.1 million of the $325.0 proceeds from the PIPE Financing. Therefore the net adjustment is $201.9 million. |
| d | Reflects a pro forma adjustment for the reorganization of the equity section and actual redemptions of 3,308 common stock shares subsequent to September 30, 2020. |
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Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
| (1) | The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and for the nine months ended September 30, 2020 are as follows: |
| a | Represents pro forma adjustment to eliminate interest expense and change in fair value of convertible notes payable derivative liabilities related to the debt converted into Class A Common Stock in the Business Combination. |
| b | Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account. |
| c | We have incurred income tax expense primarily related to investment income held in the Trust Account. We are eliminating this income tax expense because this income tax expense will not be incurred if the business combination was consummated on January 1, 2019. |
| d | Represents pro forma adjustment to eliminate cumulative dividends on convertible preferred stock converted into Class A Common Stock in the Business Combination. |
| e | Represents the increase in the weighted average shares outstanding due to the issuance of Class A Common Stock (and redemptions) in connection with the Business Combination. |
3. Loss per Share
Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2019. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire periods presented.
| Weighted average shares calculation, basis and diluted | ||||
| Tortoise shares | 29,126,147 | |||
| Shares issued in Business Combination | 100,000,000 | |||
| PIPE Financing and Forward Purchase Agreement shares | 32,500,000 | |||
| Redemptions | (3,308 | ) | ||
| Weighted average shares outstanding | 161,622,839 | |||
| Assuming No Redemptions | Assuming Maximum Redemptions | |||||||
| Weighted average shares calculation, basis and diluted | ||||||||
| Tortoise shares | 29,126,147 | 29,126,147 | ||||||
| Shares issued in business combination | 100,000,000 | 100,000,000 | ||||||
| PIPE Financing and Forward Purchase Agreement shares | 32,500,000 | 32,500,000 | ||||||
| Redemptions | - | (23,300,917 | ) | |||||
| Weighted average shares outstanding | 161,626.147 | 138,325,230 | ||||||
8