Hyzon Motors Inc.

Good morning and welcome to the Huysens Motors first quarter 2023 conference call. As a reminder, today's call is being recorded. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. At this time, I would like to turn the call over to Henry Kwan, Head of Investor Relations, for opening remarks and introductions. Please go ahead.

Thank you, Operator. Good morning, and welcome to Hyzon's first quarter 2023 earnings call. On today's call are Parker Meeks, our Chief Executive Officer, Zsa Zsa Wu, Interim Chief Financial Officer, and Sayanta Dutta, Senior Vice President of Corporate Development. The earnings press release and presentation deck can be found on the Investor Relations section of our website. With that, now I will turn it over to Hyzon Motors' Chief Executive Officer, Parker Meeks.

Thanks, Henry, and thank you, everyone, for taking the time to join our call. This is Hyzon's first earnings call since May of 2022. I would like to briefly address that filing and formal communication gap. As you are likely aware, the company experienced challenges in governance and in providing robust and timely reports, in response to which the company has invested significantly internally, along with Hyzon's board commissioning and concluding a thorough special committee investigation. With yesterday's filing of our quarterly report on Form 10-Q for Q1 2023, we are now current with our periodic reporting obligations and intend to provide our periodic reports on a timely basis going forward. I am proud that in my first earnings call as Hyzon's CEO, I get to share the significant achievements the Hyzon team has accomplished over the past year, including those internal investments and improvements we have progressed. Since you last heard from us, Our team at Heisman has been busy on two fronts. First, we have restructured, integrated, and simplified the company to build a strong foundation across technology, product, geography, and organization, while making progress in strengthening our governance, including ongoing implementation of the recommendations from the special committee investigation. This put the company on solid footing to then restart focused execution with a new strategic plan and to restart customer engagement. many of which had paused until the company had clarity on our filing path forward and our governance, which we have now been able to provide. I'm excited by the significant strides we have made to date, both in the advancement of our 200-kilowatt fuel cell technology and in the commercialization of our heavy-duty fuel cell electric truck. And while internally we have been busy relaunching a stronger Hyzon, externally, the regulatory and government support for hydrogen and zero-emission mobility in general, along with trucking, have all grown stronger. Today, we are focused on our core strength, developing and commercializing our fuel cell technology. We have streamlined our vehicle offering, operation, and geographies to support this fuel cell commercialization focus in an asset light vehicle assembly model. Later in today's call, we will discuss the exciting benefits we are already seeing in early execution of this powerful combination, in-house fuel cell technology combined with an asset-led approach to commercialization. I look forward to sharing details of this progress with you, the competitive and economic implications we are seeing in that progress, and to preview the goals we have set for the rest of the year and beyond. Hyzon's fundamental strength is its proprietary in-house design, development, and assembly of high-power fuel cell systems, starting from in-house production of our proprietary membrane electrode assembly, or MEA. In our restructure, we therefore prioritized and accelerated hiring and CapEx investments for the development and commercialization of our single-stack 200-kilowatt fuel cell system, which we believe is a major step forward for the industry. We are proud of the progress we have already made in our end-to-end U.S. fuel cell system production facility, which is advancing well into prototype production today and on track for startup production, or SOP, of the 200-kilowatt fuel cell system in 2024. We are utilizing an accelerated A-sample through SOP methodology to measure the maturity of the 200 kilowatt in its development, which is summarized in the presentation posted with this earnings release. You will hear us talk about our progress against these major development declarations today and expected in the future, so we are providing the table as reference. To measure our progress towards declaring this SOP, we determined specific milestones for 2020-30 throughout the year. We have already achieved several of those milestones in the first half of 2023. A few of the priority milestones that we anticipate achieving later this year include assembling and testing nine fuel cell systems by end of June at a B-sample stage, completing initial major milestones of durability testing and design and process verification, and a final goal of assembling and testing 25 200-kilowatt fuel cell system prototypes, along with a C-sample declaration, by year end. Sitting here today, we are on track to reach that goal. We have started production on our continuous roll-to-roll MEA production line and have begun semi-automation and full automation activities across single cell, fuel cell stack, and system assembly. Beyond fuel cell system manufacturing and bench testing, the initial on-vehicle testing of our alpha 200 kilowatt US Class 8 fuel cell EV truck is showing many of the improvements we expected as compared with a common competitor approach of using two approximately 100 kilowatt fuel cell systems to achieve the same power. These advantages include 30% lower volume and weight with our single 200 kilowatt fuel cell system versus two Hyzon 110 kilowatt systems, and 25% lower manufacturing costs. Our early on-vehicle testing also indicates 20% improvements in fuel efficiency, which is a critical measure given fuel makes up over 50% of the total cost of ownership over a typical truck's commercial lifecycle. Our ability to develop and produce a single 200-kilowatt fuel cell system is rooted firmly in Hyzon's IP, which protects our technology edge. Our IP includes a total of 157 patents, including 120 relating to proprietary materials, designs, and processes across the entire MEA, bipolar plate, stack, and fuel cell system spectrum. These patents are exclusive to Hyzon in mobility in our focused markets of North America, Europe, and Australia and New Zealand. 200 kilowatt will serve as our base to develop future generations of our fuel cell, including a single-stack 300 kilowatt system, which remains central to our development roadmap. Beyond the fuel cell technology, in vehicle R&D, we have only maintained those R&D programs which are vital to the fuel cell EV powertrain. and have reduced the number of vehicle R&D programs by about two-thirds compared to those in place in July 2022. One example is in battery technology, where we are transitioning to a similar asset light development model by collaborating with suppliers in development and outsourcing manufacturing, while Hyzon continues to own the relevant IP. To support this technology development focus, we significantly streamlined and simplified our approach to our vehicle offering engineering organization, and assembly model during the restructuring. First, we rationalized the product portfolio. Previously, we were advancing over 20 distinct vehicle variants. Going forward, we are focusing on one vehicle platform for development in each region. The conventional truck developed in the US, the cab-over truck developed in Europe, and the rigid truck, the base for our refuse vehicle, developed in Australia. Second, we have streamlined our 200-kilowatt powertrain development around modular standardized components, which are being designed to acquire minimum modifications across all three platforms, simplifying global supply chain and inventory management, serviceability, and maintenance. Lastly, we are in the process of duplicating our U.S. approach to vehicle assembly and development in Europe. In the U.S., Hyzon has been prototyping and trialing a single vehicle platform with fleets since March 2022. and we are now transitioning the informed and improved design into pre-production with our third-party assembly partner, Fontaine Modification. By leveraging an established at-scale third-party vehicle assembler, we can scale assembly of fuel cell EV trucks up fit with Hyzon fuel cell systems and powertrain components for delivery. The first US commercial truck is expected to ship from Fontaine to a customer later this year. We look forward to providing further updates in the future on our transition to third-party assembly in Europe. In the U.S., this asset-light model is expected to reduce assembled vehicle costs, particularly at initial assembly volumes. As you can see on slide 11, we expect our third-party truck assembly costs to represent a relatively small portion of our total assembled vehicle costs. By combining this expected benefit with the previously mentioned cost advantages of our in-house fuel cell technology, we expect to yield a positive contribution margin today on the U.S. 110-kilowatt trucks slated to be deployed to customers later this year. We also currently estimate a smaller positive contribution margin within the first year of 200-kilowatt U.S. truck assembly, which we expect to expand as we scale the 200-kilowatt fuel cell EV platform. Additionally, in the U.S., many large fleets have pre-orders for internal combustion trucks with dealers, which can serve as the base trucks for our upfit fuel cell EVs. When this is the case, base vehicles can be shipped directly from dealers to Fontaine for upfit. In this scenario, Hyzon does not put up the working capital for the base truck, which results in a meaningful reduction in Hyzon's total working capital carry for a complete fuel cell truck. With scale and further cost and fuel efficiency improvements in both the 200-kilowatt fuel cell system and the broader vehicle powertrain, we expect our U.S. business model to approach TCO parity with diesel even without the benefit of truck subsidies once we reach 1,000 annual units of production. Today, we are already at or near TCO parity with diesel with the benefit of subsidies, all including the positive contribution margin mentioned previously. Turning now to our commercial progress, we are happy to have largely maintained and now restarted our priority engagements in all three regions. This includes anchor fleet customers under signed agreements with initial commercial activation in all three regions anticipated this year. We expect to deploy between 10 and 20 vehicles to customers globally under commercial agreements by year end. We also have a healthy pipeline of potential large fleet customers globally, in addition to those anchor fleet customers. Today, our pipeline is particularly strong in North America, where we have completed over 10 vehicle trials. and have over 10 fleets engaged in trial and or commercial agreement shaping. In total, with 11 customers globally under commercial agreements, and 24 fleets globally in active trial planning, trial execution, and or commercial agreement discussions, we believe our commercial pipeline is in good shape. As an example, yesterday we announced our first agreement for fuel cell electric trucks in the U.S. with Performance Food Group, or PFG. one of the largest food and food service distribution companies in North America. First five vehicles will be upfitted with Hyzon Class 8 110 kilowatt fuel cell systems, and an additional 15 fuel cell EVs will be upfitted with Hyzon's next generation single 200 kilowatt fuel cell system, which is conditional on a successful 200 kilowatt vehicle trial. Following the initial deliveries, PFG and Hyzon also have agreed to work together regarding a mutually agreeable option for 30 additional fuel cell EVs. We are excited to partner with PFG as part of their decarbonization mission. Additionally, we recently activated our commercial relationships with Hi-Lane in Germany and Juve in Austria, with whom we have launched the first customer trials of cab over 120 kilowatt vehicles in Europe. As I mentioned previously, we are focused on large fleets who are actively seeking decarbonization solutions for their fleet. Many of these large fleets order several hundred ICE trucks per year today. However, most will start the decarbonization journey with just a few trucks in an initial delivery year. We aim to collaborate with these fleets in multi-year order programs to scale the decarbonization impact in their fleet as we and they are able to validate performance of the initial trucks in their fleet, secure additional subsidies, and stand up fueling. With this focused customer collaboration model, We believe many large fleets may eventually scale to 100 trucks per year in as few as four years. If this general model is realized, just 10 major fleet customers in each region would be sufficient to ramp to 1,000 trucks annually. Though not every customer will scale to this potential, several of our anchor fleets are capable of scaling well beyond 100 trucks per year in the future, given their fleet size and decarbonization aspirations. Finally, our global extension of our vehicle platforms is also underway, with the ISO-certified Australian-designed RIDGID platform currently in commercialization, paving the way for the first U.S. fuel cell electric refuse-based vehicle, which has also been built in Australia based on the same design. The fuel cell power truck will ship to the U.S. later this year for further development prior to launch of a vehicle trial program. Refuse is a fantastic use case for fuel cell EV heavy-duty powertrain. Combination of the near-term publicly funded fleet mandates in California, along with the newly created refuse voucher bonus in California's HVIP voucher program, provides a government-supported pathway to zero-emission refuse vehicle adoption. It also pairs well with a circular ecosystem and fuel concept, given the potential for hydrogen production from landfills. We will discuss the first waste-to-hydrogen production project we invested in with Chevron and Raven SR in California later this morning. Additionally, our previously announced liquid hydrogen truck in development with Chart Industries is now assembled and on the test track in Michigan and planning with the fleet for a 600-mile targeted demonstration. Our belief remains that 350-bar hydrogen storage is the cost-effective approach for back-to-base operations, well suited to fuel cell EV applications, and liquid hydrogen is the optimal future approach where longer range is required. Given the significant cost and reliability concerns, with 700-bar dispensing and onboard tankage. This is a natural extension of our existing conventional truck platform. By incorporating Chart's liquid hydrogen tankage on that platform, we anticipate opening the long-haul market once the refueling infrastructure is developed. In addition to Hyzen's technology and business model advantages, we are also encouraged by the continued expansion of government support for zero- and low-emission transportation in our priority market, and have further focused our efforts in these geographies. In the U.S., the addition or advancement over the past 12 months of many programs in California, including the recently passed Advanced Clean Fleet Rule, combined with the Inflation Reduction Act and its Zero Emission Port Equipment Fund, which are expected to include drainage truck subsidies at ports nationwide, along with the progression of the Department of Energy's Hydrogen Hub Program, provide significant truck deployment opportunities in California today, port drainage nationwide in the relatively near term, and hydrogen hubs across the country as that program progresses mid-decade. Given the subsidy and grant programs in place today, in stages of detailed definition, or proposed for future implementation, we see opportunities for the industry to put thousands of zero-emission trucks on the road under subsidy programs that are now or are expected to be soon commercially available and economically viable for customers. Finally, we also decided to stop delivering trucks commercially into China, and started to monetize our existing China leased truck portfolio for the first announced transaction in December 2022. As part of our restructuring assessment and related special committee investigation, we identified commercial governance concerns in our China operation, challenging our ability to operate commercially in China. Additionally, relative FCEV profitability and collectability in China has been significantly challenged versus the relatively attractive U.S., Europe, and Australia-New Zealand markets on those fronts. This combination of economic and risk challenges led to our decision to exit China commercially to focus on our core markets. The organizational reset we completed has been foundational to our ability to start executing with quality, efficiency, high levels of performance management, and stronger governance. Throughout the past 10 months, we have significantly rebuilt our organization structure, creating globally integrated functions, strengthening our senior leadership team, and centralizing technology and vehicle development. Additionally, we are supporting our skilled and talented workforce with a focus on communication, employee engagement, and culture building, building strong retention despite our reset. I am proud of and grateful for the resilience and dedication our global team has demonstrated to Hyzon and our goal of decarbonization during the past year. With our rationalized vehicle portfolio and standardized approach to component development, we moved from regionally-based engineering and operations to a globally integrated function. Combining and collaborating across Hyzon's global expertise helped us progress rapidly, enabling much of the technology and vehicle progress I previously described, along with resource efficiency. Dr. Bapa Banerjee joined us as Hyzon's first Chief Operating Officer, bringing more than two decades of experience leading global operations, engineering, and commercial functions for multinational companies, including Caterpillar, to continue driving Hyzon forward in globally integrated delivery. To further Hyzen's priority of investing in our people and their development, Sue Sun LaSavage joined us as Chief Human Resources Officer, bringing both an engineering background and extensive HR experience at automotive and manufacturing companies. We also welcome the new director to our board, Andrea Faraci, formerly a global leader at Citigroup. As you can see, Hyzen is a fundamentally different company than it was a year ago. We used this time not only to reset and develop a simplified fuel cell-focused commercialization plan, but to start driving execution of this plan across each part of our business. As the hydrogen ecosystem expands, we continue to see a significant opportunity in the hydrogen production and supply segment through our active relationships and investment rights with a broad set of companies we have announced previously. Just to illustrate, we announced in January 2023 a collaboration with Raven SR and Chevron to commercialize operations of a waste-to-hydrogen production facility in Richmond, California, which will supply hydrogen to transportation markets in Northern California. Chevron has a 50% equity stake, Raven holds 30%, and we hold the remaining 20%. Raven will develop and operate the facility, currently targeted to come online in 2024, producing up to five tons per day of low to zero carbon hydrogen from organic waste through Raven's non-combustion reforming process. Eyes on Share can provide fuel for our truck customers at an estimated cost basis that both enables TCO parity fuel cell EV conversions and additional margin upside for Hyzon. Hyzon intends to be an integral player as the world pivots to clean energy. We are excited by our progress thus far, the milestones we have achieved, and the upcoming milestones we are closing in on. For 2023, we have laid out several of these milestones, including deliver our first commercial Class 8 Hyzon fuel cell EV to a major U.S. fleet customer, produce and validate 25 200-kilowatt fuel cell prototypes, declare sea sample of the 200-kilowatt fuel cell system, and execute additional commercial agreements with major fleet customers in the U.S. and Europe. Reaching these milestones will keep us on track to achieve our targeted SOP in second half 2024 and commercialization. Of course, a core focus for us in executing this plan is cash and capital management, along with financial performance. With that, I will hand over the discussion to Jaja, who will go over the numbers and our plans going forward.

Thank you, Parker, and good morning, everyone. Thank you for joining us today. I'm pleased to serve as Interim Chief Financial Officer at Hizal Motors. I'm excited about the opportunity to contribute to the company's success, alongside the talented team here at Hizal. As Parker mentioned at the beginning of this call, as of yesterday, we successfully filed our Q1 2023 quarterly report with the SEC. and we are now current in our periodic reporting obligations. The past 12 months have required a substantial amount of work for our company, and I want to thank all of our dedicated employees as well as our valued customers, partners, suppliers for their support and trust. Under my new role, my team and I have three top priorities. Establishing a solid control environment, reducing cash burn by balancing initiatives, and strategically raising capital. To begin with the control environment, in the summer of 2022, we reported various issues regarding revenue recognition and internal control and procedures to our board. Our board formed a special committee of independent directors to investigate, with the assistance of outside counsel and other advisors, those issues. During this period, we identified several mature weaknesses and have been diligently working on measures to improve our governance framework. Our remediation work is ongoing, but significant progress has been made. First, in terms of the governance structure, we strengthened Hyzone's executive management team in a newly integrated global organization. By appointing a new CEO and an interim CFO, and creating new roles, including COO, CHRO, President of International Operations, and President of North America. We also hired additional finance and accounting professionals and engaged big four accounting firms to assist in analyzing complex accounting matters. We're in the process of improving IT-related controls, such as tightening IT system access control internally and also with our vendors and contractors. Microsoft Dynamics 365 implementation is underway. The U.S. finance inventory and procurement modules went live in May 2023. Having a global ERP system is expected to create efficiency, consistency across the region, both from accounting finance and operation perspectives. Moreover, we kicked off our Sarbanes-Oxley implementation project in early 2023. We're continuing to review and refine our internal controls in our efforts to ensure they're robust enough to remediate control gaps and deficiencies. We believe that a strong governance foundation is crucial for our long-term success and to create sustainable value. For details on our internal control enhancements, please refer to item four Control and Procedures, and our recently released quarterly report on Form 10-Q. Now I will dive into our financial results for the first quarter of 2023 and provide updates on our outlook for this year. It's important to note that our discussion today will be based on GAAP financial results, unless stated otherwise. We will make reference to non-GAAP measures, including EBITDA and adjusted EBITDA. For detailed information and reconciliation to their most comparable gap measures, please refer to the tables at the end of the press release and the slides which are available in the investors section of our website. The critical organization realignment launched in 2022 created additional expenses which were necessary for Hizong to reprioritize and focus on our core. As I walk you through our results, I would point out those items, not only from a gap perspective, but also from a cash spend perspective. On to Q1 results. During this quarter, we did not recognize revenue, but we recorded $0.8 million in cost of sales, which relates to cost provisions accrued for customer contract activity and inventory write-downs in Europe. Our loss from operations amounted to $41 million in Q1 2023 from $24.5 million in Q1 2022. Operating expenses increased by 50% year over year to $41 million in Q1 2023. Notably, $15.7 million represents legal, accounting, and consulting fees, which rose from $6.3 million in Q1 2022. Within this figure, expenses incurred in connection with the special committee investigation, the SEC and the regulatory investigation, and other litigation matters totaled $7.7 million, reflecting a substantial 184% increase compared to Q1 2022. The outcome of any particular legal matter cannot be predicted. Therefore, legal and regulatory expenses could vary significantly from quarter to quarter. But one thing to note is that The Special Committee completed its investigation in March 2023. The costs associated with that were fully accounted for in this quarter, but certain invoices were paid in the subsequent month. To support the streamlined focus on fuel cell technology discussed by Parker earlier, we realigned our employee mix, reducing the headcount in both China and Europe while adding strategic hires in the United States. This resulted in a stable headcount of approximately 330 at end of both Q1 2023 and year end 2022. We exited the China commercial vehicle market, in part due to the negative gross margin and extended payment terms. As of today, we have not been successful in collecting the remaining outstanding balances from these customers. We also eliminated research and development programs in China, which were deemed not vital to our fuel cell or vehicle platform commercialization in the near term. We anticipate annual savings for those programs to be utilized to advance our fuel cell technology. Below the operating line, it's important to note that net loss attributable to minority interests decreased to 10,000 in Q1 2023, from 2.3 million in Q1 2022, because we acquired the remaining equity interest of Haizong Europe in December 2022 from Hohhausen Clean Technology Investment BV. Consequently, the net loss attributable to Haizong for this quarter amounted to 30.2 million compared to 6.5 million in Q1 2022. Loss per share stood at 12 cents in Q1 2023 versus $0.03 in Q1 2022. Now I would like to turn your attention to our non-debt measures. As compared to net loss, we believe EBITDA and adjusted EBITDA provide a clear view of our operational performance by removing the effects of legal expenses related to the special committee and SEC and the regulatory investigation. And the changes in estimated fair value of private placement warrants, and earn our liability. In Q1 2023, our EBITDA stood at negative 29.3 million compared to negative 7.4 million in Q1 2022. Our adjusted EBITDA for Q1 2023 amounted to negative 27.3 million compared to negative 20.8 million in Q1 2022. On the balance sheet, we concluded Q1 2023 with $209 million in unrestricted cash and short-term investments, down from $255.3 million at the end of 2022. Kaizen used $189.8 million and $46.3 million of cash during the fiscal year 2022 and Q1 2023, respectively. As I discussed earlier, in 2022, there were many changes. We incurred additional expenses to realign our business, complete the restatements, and file our delinquent periodic reports. Within the net cash used in operating activities, HIZON had cash outlays of $16.2 million and $11.4 million for regulatory and legal matters related to the SEC and Special Committee investigation in 2022 and Q1 2023, respectively. There were $4.9 million and $4.7 million cash paid for strategic consulting support services for 2022 and Q1 2023, respectively. There were another $4.9 million and $1.1 million in cash paid to cancel the autumn business combination in 2022 and Q1 2023, respectively. In addition, due to the recent restatement effort, we incurred additional accounting and auditing fees. $2.7 million of which was paid in 2022, and $1 million was paid in 2021-2023. Additionally, cash used in the operating activities included severance payments of $0.7 million made to our former executive chairman and retired CTO in 2022. We're focused on prudent cash management and have taken or plan to take The following steps to improve our cost structure and monthly cash burn rate. Further reducing the number of vehicle platforms for development and deployment. Focusing on anchor customers and their use case demands. Centralizing supply chain and engineering functions to drive efficiencies. Transition Heisong Europe vehicle manufacturing to third-party contract assemblers. and evaluate options to expand Hyzone Australia assembly capacity. Prioritize hiring around fuel cell and fuel cell powertrain. Monetize access inventory at Hyzone Europe and further optimize networking capital. We're beginning to see progress. As of May 31, 2023, unrestricted cash and short-term investments were approximately $185 million down $24 million from Q1 2023. Turning to our outlook, as we navigate through the remainder of the year, our key focus will be on advancing the development of our 200 kilowatts fuel cell technology and our manufacturing capabilities, while maintaining a vigilant approach to cash management. The anticipated fuel cell-related capex for the full year of 2023 is around $5 million, in part due to anticipated investment in automated single-cell manufacturing line in Bolingbrook, Illinois. To support our growth strategy, we're committed to investing our fuel cell R&D and production. Hydrogen costs and availability have a sizable impact on R&D material costs. If the commodity price of hydrogen remain the same, we anticipate 2023 R&D expense to be comparable to prior year. Additionally, we anticipate stock-based comp to increase modestly as we plan to use this to drive alignment between employee performance and company operational results. This approach supports both employee retention and prudent cash management. Lastly, In addition to cash management, raising additional capital remains a key priority for the company going forward. The broader hydrogen industry is in its early days, so until we can generate sufficient revenues for product sales and services to cover our CapEx, OpEx, and working capital needs, we will need to raise additional capital to execute the plan outlined by Parker today during our call. Now I will hand it over to Sayanta, who will provide insights on our strategic options and capital raising plans.

Thank you, Zsa Zsa. At the core, our value is in developing and commercializing our in-house fuel cell technology. Our proprietary single stack 200 kilowatt fuel cell system is expected to be a significant differentiator in the market due to the cost, weight, and volume advantages mentioned previously. This was even more evident when we were on the floor with other low and zero emissions truck suppliers at the Advanced Clean Transportation Expo in Anaheim earlier this year. As you heard from Parker, we are in the process of commercializing our fuel cell manufacturing capabilities from soup to nuts. starting from catalysting formulation to building and testing complete fuel cell systems. Paired with our streamlined operations, focused platforms, proprietary fuel cell EV powertrain, and asset light assembly model, we anticipate positive contribution margin for our 110 kilowatt U.S. fuel cell EVs to be deployed commercially this year. This provides us with a basic foundation today. a unique economic contribution margin positive product to build on towards achieving corporate cash flow breakeven. As we look at our liquidity position today and our cash burn in the coming quarters and years, we are positioning ourselves in an effort to provide flexibility for the future while retaining our core value. Essentially, we are dual tracking our path forward. One, as Zsa Zsa mentioned previously, We have identified additional cash management levers available to us, which we are prepared to implement if necessary to extend liquidity balanced against impact to business execution plan. And two, working through strategic options to raise capital, being structure or transaction agnostic at this stage as we evaluate these pathways. To that effect, we have retained a financial advisor and have launched a structured strategic capital raise process proactively. We are currently in confidential discussions with a range of potential strategic counterparties that participate in prioritized segments of the hydrogen ecosystem, ranging from energy producers to technology and product-driven companies. Current market conditions represent formidable headwinds to raising cash through public markets not just for us, but for all publicly traded early stage growth companies. Our initial stages of engagement with the prioritized counterparties shows potential interest in Hyzon's technology and execution plan combined with the value they see in potential joint offerings that our technology can stimulate. We will remain opportunistic to explore various structures and funding sources that may additionally present themselves to us in the coming quarters as we continue to evaluate these potential opportunities for strategic capital. With that, I will turn the mic back to Parker for closing remarks. Parker? Thanks, Sayata.

We've made positive and impactful changes to our organization during our quiet period. We have refocused on commercialization of our fuel cell technology and three standard vehicle platforms. We anticipate our proprietary 200-kilowatt fuel cell system will pave the way for our customers to achieve fuel cell electric vehicle diesel parity, while our asset light business model will allow us to achieve positive contribution margin at the truck level from the outset. In the long run, we aim to apply our fuel cell technology expertise beyond vehicles to establish ourselves as leaders in the growing hydrogen economy. All within a company that is better positioned today in governance, performance management, and integrated global execution, while closely managing cash and capital. In the meantime, we will continue progressing towards our primary milestones for 2023. We believe that we have differentiated technology, a strengthened team, and a clear vision to commercialize in a hydrogen market that is only accelerating, grounded in our strong IP and in-house US-based fuel cell production. Thank you for engaging with us today in our reemergence. I look forward to engaging with you regularly in this forum going forward.

With that, let's open it up for Q&A. Operator?

Thank you.

If you would like to ask a question, please press Start followed by 1 on your telephone keypad now. If you would like to revoke your question, please press Start followed by 2. When preparing for your question, please ensure your phone is unmuted locally. Our first question comes from Rob Werthermaat from Milius Research. Your line is now open. Please go ahead.

Thank you. Good morning, everybody. So, I had kind of a question on go-to-market strategy and competitive advantage. And I guess there's a specific part and a general part, but does any of the durability advantage that you saw from the past history of Hyzon and Horat carry over into the kilowatt and then could you comment on if so you know what your experience is how many trucks running not in the 200 obviously what the uptime is like what the jury has been like and whether there's any positive flow through for your customers in that experience they're great questions that we're very focused on so on the first question on durability experience and

and what we're building on. We certainly do have a long history of the fuel cell technology development over two decades in the same IP and the same technology. The truck deployments that we've done this year under Hyzon, just focus on that for a second, which covers a bit of both of your questions. We do have six of our trial trucks in the U.S. that have been on the road since March of 2022 with customers. And prior to that, in track testing, they've accumulated approximately 30,000 miles across those six trucks. Building experience, a lot of additional learnings built into those trucks over that approximately 15-month-plus trial testing period with customers in real operations, along with the track testing that we continue to do beyond that. On the 200-kilowatt truck, to take that for a second, it is early, but we have accumulated 2,000 miles already on the alpha 200-kilowatt fuel cell truck. So seeing how our learnings from the 120-kilowatt, 110-kilowatt series translate to that, has been quite positive as we do have some changes in terms of the thermal management and power management with the 200 kilowatt larger fuel cell power. On the fuel cell itself, again, we do look to incorporate durability results from the 110 over its history, but we are at highs on starting from scratch, so to speak, in our durability testing for the 200 kilowatt as we run through a proper SOP process. So there's a detailed durability testing plan we're executing against the 200 kilowatt. With the 3B samples that we've announced we've tested and are in detailed durability testing today at Hyzon, leveraging our in-house testing capabilities where we have, you know, two full 250-kilowatt gross power banks that are full system test stands active, along with short-stack testing, along with unit cell testing and MEA testing that we combined with some outsourced testing labs as well. we're accelerating and really driving durability testing on the fuel cell itself, still targeting first 15,000-hour durability and then ultimately 20,000-hour durability, which would equate to 800,000 miles at an average speed of 40 miles per hour. So that durability testing is progressing. Again, it is building on the 110, but we want to be clear, when we go to an SOP with customers, the durability that will stand behind is all on the 200-kilowatt And where we stand in 2023, we look forward to updating, which will be significant progress.

Thank you. That's a great response. And then could you just talk more, I don't know, qualitatively about what customers are looking for when you go see them? Obviously, 200, you know, a step up in power, obviously understand the packaging issues, et cetera. Could you maybe just delineate the competitive landscape, what people like about Hyzon at this moment, whether you expect trials with half a dozen different fuel cell providers, just what it's like out there when you're going to market?

That's a great question, Rob. I'd love to talk a lot longer than I probably have right now about it. What's great about the competitive market environment today is there's a lot of momentum in the industry, right? When you look at in our restructure and our reset, with the IRA coming in in the U.S., with the advancements in subsidy programs in Germany where you get 80% of the difference between an ICE truck and a fuel cell electric truck with about 900 million euros of funding for that program in Germany through 2024, Additionally, the regulatory drive in California with the advanced clean fleet rule passing and others coming, you do see customers that are starting to really move to action against their decarbonization goals. What customers are going to do is they will try a lot of different technology. We see customers that know for their application where it's heavy loads and long range, fuel cell technology is required. And when we engage with them on the 200 kilowatt single system, single stack, and what that means for our cost structure and for our economics, the fact that we have a positive margin truck today on the 110 kilowatt platform, that's a unique statement from what we've seen in the public domain in this space, right? And that's due to our asset-light business model combined with in-house fuel cell technology. So what customers want, we believe, is a fuel cell truck that works, the technology that does what it needs to do, 200 kilowatts of fuel cell power is really needed to do 80, 90% of the route tree that a typical back-to-base and eventually long-haul customer executes. And we're confident that our 200 kilowatt fuel cell, combined with the rest of our powertrain, will do that work. And customers want a company and a partner that's going to be there. And that, for us, starts with an economically viable truck. So we're happy to be able to engage with customers on a business model and a cost structure that that gives them confidence that we have a model that can scale from that positive margin base and with a technology that provides all the benefits that they need in the truck application and ability to partner with them through that journey.

Thank you. If I can ask just one more.

Your patent and IT portfolio seems to be shifting more on applied to Heisan-owned as opposed to co-owned. Is 100 kilowatts largely or entirely going to be Hyzon-owned technology, or is there continuing kind of sharing between the two entities? And I'll stop there and get back in line.

Great. Thanks so much, Rob. So the IP that Hyzon has exclusive rights to in North America, Europe, and Australia and New Zealand is owned by Hyzon, 157 patents that we mentioned before, 120 of which are applied to the end-to-end MEA through fuel cell system spectrum are owned by Hyzon, and that is the IP that goes into the 200 kilowatt. We exclusively have rights to that in mobility in the core markets that I mentioned, and we continue to progress that IP internally in Hyzon. So, for instance, in the MEA area, we're already advancing IP in things like catalyst design and MEA design, right? Python is pushing forward, driving that technology forward. We did mention we are very focused on the 200-kilowatt commercialization. However, the 300-kilowatt single-stack fuel cell system is in development roadmap planning. And achieving that future tremendous outcome when we're ready to launch that officially and take that on will be due to additional advancements that we make likely in things like the MEA for increased, you know, unit cell productivities.

Okay, thank you. Thank you so much.

Our next question comes from Mike Schliske from DA Davidson. Your line is now open. Please go ahead.

Yes, good morning, and thanks for taking my question. Joshua, you had mentioned a couple different items about the investigation and some of the changeover in technology, something that you've taken over the last year, year, year and a half here. Can you summarize? I mean, I guess I kind of want to figure out over the last, I guess, 18 months, how much of what has been spent was strictly for one-time items that won't be recurring? And it sounds like you have invoices that were still not paid at the end of March. How much is still left to spend, again, in total on a one-time basis?

Thank you, Mike. This is a great question. As I stated earlier, our legal expense, as we outlined in our 2022 10-K and also the Q1 2023 10-Kills, And we spent a total of $37.6 million for the period related to the special committee investigation and also SEC regulatory investigation. And as a special committee investigation has concluded and we accrued the expenses in Q1 2023, so there are certain invoices that were paid in subsequent months. But a couple other things I also want to point out. We did go through the restatement process. So we did incurred the accounting and auditing fee related to those as well. And as I mentioned in my prepared remarks, 2.7 paid in 2022 and 1 million was paid in the first quarter of 2023. So strategic consulting firm was engaged to help us to refocus and we incurred significant amount in those areas as well. So as I outlined earlier, we spent $4.7 million in 2022. So those are weeks back to our consulting and our legal and also accounting activities to tempo down a little bit in the coming 2023. And as we progress, and we'll share our additional results with you guys.

Yeah, the one thing I would add to that, Mike, is if you look at our cash burn trend, right, so Q1 cash burn trending at about $15 million a month. And we've also posted the end of May cash number. And that, you know, from end of March into May, that trend reduced to about $12 million a month. So you see some of that, part of that is some of that starting to come off. And We'll see, you know, with the special committee investigation concluding and what happens with the other areas that are driving elevated levels of cost and things like legal and accounting, we'll see how much that change is going forward.

Okay. Okay. Wanted to change over to some other questions about ramping up. Let's just be on the supply chain. Yes, what do you stand on? Have you secured enough things like cylinders or precious metals that might be needed to get you through these first few quarters of production here? And are they single-sourced, or do you have, you know, multiple options to help you get through that very first phase there?

Yeah, great, great, great thoughts there, Mike. So as I mentioned during the prepared remarks, you know, our target this year is 10 to 20 vehicles deployed for the rest of 2023. We look at supply chain. Our fuel cell supply we're comfortable with. We do source those fuel cells from Verizon today while we're ramping up our plant. Base vehicle supply, as I mentioned in our model, in the U.S., to take that as one example, supply of those trucks, when we're focused on large fleets, largely comes from the customer through their dealers. We're very comfortable and confident in the supply chain there. The majority of those trucks are already either delivery in shipping or earmarked for shipment. On the component tree, we do have significant inventory on hand. In the U.S. and Europe, we have considerable inventory given the reset that we have set up for us and available to us. So certainly for the trucks that we're looking at in the build schedule toward the end of 23, There could be still some supply chain risks. There could still be some potential risk and some delivery schedule timing on some of that. But given where we are in the year and where we are with our sourcing, we're generally comfortable with the uncomfort that we always have in the industry of supply chain risk.

okay okay maybe one last one for me can you maybe comment both more broadly and more specifically on the hydrogen fueling infrastructure both for your customers and in the broader us i guess more immediately does performance food and your other early customers how confident are you that they're going to have to supply the supply of hydrogen that they need to make their initial trucks run have you gotten a plan from them and then secondly i mean you did mention raven and a couple other groups that you're working with, but could you speak more broadly on how you feel about the infrastructure, maybe in the US and in Europe, being ready for your eventual ramp up here?

That's a great question. And again, one that I give my background, we'll have to talk about for a very long time. But generally, it varies by market. So let's start actually with Europe and Australia. Europe and Australia, we have channel partners effectively that are focused on delivering a fuel for fleets largely. So we look at a Highland or a Haringa. They are, in the case of Haringa in New Zealand, who's now looking at expanding into Australia, they are developing their fueling market and stations, which we're anticipating coming online to support our fleets. In Europe, our channel partners work with their end customers directly to develop that fuel. And the customers we're engaging with, they have plans through the channel partners to put that in place. For example, you've announced a significant hydrogen production site in Austria that is going to fuel the trucks we deliver through them to a store. So that is a very channel partner-led strategy, which is great for us to work through that. The U.S. is where we have more of the direct hydrogen investment rights and access to our partners that we've announced, with additional dispensing options, largely that we have not announced, that range from mobile fueler access for our customers through the third-party partners to behind-the-fence fueling solutions to public station access. We are focused on California, specifically Southern California, as a great market because you have the three existing heavy-duty stations there. which what we believe from our customers, the early fleets are going to largely be back to base. The majority of these fleets fuel behind their fence today. A lot of them have, for instance, a diesel provider come behind their fence and they direct fill, or wet hose is the colloquial term, their trucks directly overnight. So when that's your model, you want that going forward, and you also want multiple backup options for supply. So we are confident in working with our anchor customers in the U.S. for their operations in California that we have, through our partners, mobile fueling options that we have, providers who can come and do the small-scale, temporary installed fueling options to then scale to more deferment solutions, and the access to public stations when they're available for backup supply, basically. And what's great for Hyzon is a lot of these customers don't want to bother with sourcing fuel directly themselves. Not all of our customers, but a lot of them, right? Because they don't do that today. They actually look to Hyzon to help bringing our partners to the table and to provide the options. So I guess my overarching statement is the public stations will be there eventually, right? We can't and won't wait for those to be available. We have options to our partners today that Hyzon is largely not putting capital into that we provide to the customers from the partners. And the slides that we showed previously On the example scale-up plan, you see at the bottom of that slide how the fuel will transition. When you look at that year-over-year deployment of trucks, it ties pretty directly with a reasonable timeframe to have mobile fuelers start with a first-year delivery, continue likely into the second year, while they made a decision once the first-year units are delivered, to start permitting on the first behind-the-scenes solution to install fuel. And that permit and installation lines up with the second and third year delivery. So our scaling plan is not some random walk of how we want to scale. This is a very fine-tuned yearly schedule of what we think is reasonable from a subsidy availability standpoint, from a customer ability to train their facilities and to ramp up their facility team, and from a fueling standpoint to have a mobile install transition happen.

Thanks for that discussion. I appreciate it. I'll pass it along.

Our next question is from Bill Peterson from JP Morgan. Your line is now open. Please go ahead.

Yeah. Hi. Good morning, guys. It's good to hear from you after a year off. And, you know, thanks for the update on the strategy and, you know, so forth moving forward. I have a few questions as well. So I guess if we first start off on the positive contribution expectations across, you know, 110 kilowatt, 200 kilowatt low at high volume, can you give us some sense of, I guess, what kind of pricing you need to have in that scenario? I mean, should we look at prior, you know, company cost of ownership calculations as a guide? And I'm assuming you're talking maybe $400,000. But, you know, maybe if you can give us a sense of that, it would be helpful as we can think about the conceptual, you know, modeling going forward.

Thanks so much, Bill. It's great to be back in this forum and speaking to you and the rest of the group here. I'm certainly glad to dig into that. So, we've put a lot of the assumptions on the slide, but all the slides and all the numbers across the slides are related to economics on the contribution margin examples that we have in there. and the TCO slides are all coherent, right? So, the TCOs that we're showing, the approaching TCO parity today with subsidy and the contribution margin being included in that is all coherent numbers across a coherent scenario, right? So, you know, we haven't reset public guidance on pricing, but the examples we're giving are in line with the commercial ranges we're putting in with our fleets, and the assumptions that you see in those slides are in line with the range of what we're putting in with the fleets today and what we're expecting potentially for the pricing to do as we approach the 200 kilowatt and the low volume and the 200 kilowatt high volume with expected competitive pricing dynamics going forward. It's a price that we're seeing fleets transact. The PFG agreement's one case of that. These are fleets that, look, they can't afford to put any product on the road that's not going to earn margin for them. And a lot of these fleets don't have a huge margin in their opt. So today we're confident in the contribution margin that we have on the 110 because of how close we are to production. We haven't put out official guidance on that or the specific number range around the 110 or the 200 kilowatt yet. And we will look to do that as we're getting into production and have even more direct confidence based on actual vehicles put out to fleets. But that contribution margin, I guess my direct message is it's a margin with a price that's in line with what we've talked about historically and one that with the HPV voucher program in California today gets fleets in their use case to a TCO that they're comfortable with to start the program that we've described and that you see in the potential from the agreement in place with Performance Foods.

yeah okay that makes sense so the second question for me is if you think about your your 200 kilowatt and i understand that you're going to put it into your own vehicles um but if we were to go out a few years and even i don't know two three four years would this be something that you would tell the other oems i know you have the engagement with highland but i mean are you working with some traditional truck makers are they kind of taking the tires so to speak I mean, what would you think about the long-term strategy between supporting your own vehicles versus potentially supporting, you know, third-party OEMs, if you look maybe in the second half of the decade?

Yeah, so I think this is, again, a topic that is really critical to Hyzon's future. And I'll start with a blanket statement that Hyzon is a fuel-to-technology and powertrain deployment company, right? So we're driving it into trucks that we've prototyped ourselves to get them to a mature design, to a third-party assembly. Because we have to, because the traditional OEMs, when you look at the timeframes they're putting out generally, are going to take a long time, right? And we think that the technology is ready now. That technology, as you see with our deal with Hyliion, is one that we're excited to work with OEMs or other parties that want to put fuel cell trucks on the road. And by the way, that's in trucking today, because trucking is ready to go today. We didn't talk about it deeply, because it's not our direct focus today, but we still have future applications in mobile power, in the aviation ecosystem with ground support equipment vehicles, and in areas like rail that, over time, our fuel cells will go into with a third-party partner that takes our standard 200-kilowatt, our future 300-kilowatt fuel cell as the base, and we're providing the fuel cell system and integration support, and they're driving a product that's powered by Hyzon. So, in a truck space, we've disclosed all the major agreements that we have in place today formally, right? But our goal is to drive real penetration with the 10-ish fleets, major large fleets in the U.S. and 10-ish major large fleets in Europe. We think that over time that can scale to 1,000 trucks a year in each region. We know what that does for us in terms of progress towards cash break even. And if we are at a place where we have 10 major fleet customers, which are also major customers of other truck makers in the space, know we'll be we believe will be a pretty attractive option to look at collaboration differently in in in the in the future coming back to the point that our goal is to have our fuel cell powertrain technology deployed in as many applications as possible and doing trucks is is a mechanism for us to to drive that out faster now okay yeah again that makes sense so i want to come back to the last question for me coming back to i think it was mike's question on sort of use of cash

Can you just explicitly lay out how we should think about things like OpEx trajectory, anything notable on CapEx one-timers, and then the legal fees, I guess, going forward? I mean, I think investors really would want to understand how the use of cash and cash burden looks through the balance of the year and potentially in the next year.

Great questions. I'll pass it to Jiajia for that.

Thank you, Bill. Yeah, as I mentioned earlier, right, we're looking at our expenses for the last, you know, 15 to 18 months. We incur significant amount of legal expense. And then, as I stated earlier, right, the special committee concludes its investigation, and our restrainer has gone, and those additional, I would call, accounting and auditing won't be recurring. Then looking at one other item I mentioned is the auto business combination cancellation. So that expense is cash and in-kind inventory. That's 8.5. So that's non-recurring. But I think the focus point, as I said in my opening remarks, is cash management. And we're very focused on food and cash management. And we have taken, you know, and take a step and plan to take additional steps to improve our cost structure. And our focus, I said earlier, is around our R&D and the field sale R&D and invest not only from the personnel and also invest from our manufacturing line in Bolingbroke, Illinois. So we would expect our R&D cost in 2023 will be comparable if the commodity price of hydrogen stays the same. And we're not slowing down our R&D in fuel cell technology. And so as we, you know, looking at our spend going forward, and we are very focused on how to deploy all this vehicle platform. And we're focused on our anchor customers. And we develop our Yes, we develop our, you know, cash use case or models around our anchor customers and how to go to market, commercialize our vehicles, you know, and turn our working capital in a timely fashion. So, those are a couple, you know, just the highlights. I would refer you to the details back to our MDMA discussions included in our Q1 2023 on the form 10-2.

Yeah, no, I'll just add to that. So, If you look at some of the major cost items, judges gave a view on R&D. On CapEx, we gave a view on 23. If you look at the path to 200 kilowatt SOP, which is 2024, it's less than 10 million of CapEx left to get to SOP. So this is not a CapEx-heavy area in terms of fuel cell stack and system assembly. The MEA line that we have that's already producing, it's on a path to commissioning, that line, we're comfortable in once it's SLP, can scale to considerable capacity and supply what we need over the coming several years as we bottleneck that supply over time. So the CapEx left in the fuel cell plant is really around single-cell stack and assembly, automation, quality installs of camera technology, et cetera. And that's less than $10 million to get us all the way to the SLP in 2024. And we're not guiding on core OpEx now, but I will say you look at the – the cash burn trending monthly that we talked about before from Q1 to the first two months of Q2, the legal and other elevated cost levels that Josh just spoke to, the special community investigation that's now ended with costs all accounted for in quarter one, and how we expect that to potentially trend depending on what happens with the other ongoing investigations. And of course, we're very, very focused on our core SG&A and on We've gone through the reallocation, right, of shutting down two-thirds of our vehicle R&D, you know, doing a material staff reduction in China, reducing staff in Europe, and reallocating, you know, that towards the fuel cell plant side. And we'll continue to very closely manage that with additional levers that we know that we can pull.

Thanks for the additional color. Thank you. Okay.

This brings us to the end of our Q&A. I will now hand back to Parker Meeks for any further remarks.

Thank you so much for joining us today. We're excited again to be back in this forum and to, after a long break, to finally be communicating in this forum again. So look forward to providing additional updates soon.