Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Mar. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Hyzon Motors Inc. | |
Entity Central Index Key | 0001716583 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39632 | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 244,559,301 | |
Entity Tax Identification Number | 82-2726724 | |
Entity Address, Address Line One | 475 Quaker Meeting House Road | |
Entity Address, City or Town | Honeoye Falls | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14472 | |
City Area Code | 585 | |
Local Phone Number | 484-9337 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Description | EXPLANATORY NOTEHyzon Motors Inc. (“Hyzon”, the “Company”, “we”, “our” or “us”) filed our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 (the “Original Filing”) with the Securities and Exchange Commission ("SEC") on November 15, 2021. This Amendment No. 1 on Form 10-Q/A (this "Form 10-Q/A") is being filed to amend and restate certain items contained in the Original Filing (the "Restatement").Restatement Background As previously reported in the Company's Current Report on Form 8-K filed with the SEC on August 17, 2022, the Audit Committee of the Board of Directors (the “Board”) of the Company (the "Audit Committee"), based on the recommendation of management, determined that the Company's previously issued financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company’s previously issued financial statements included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 should no longer be relied upon and require restatement because of issues regarding revenue recognition and internal controls and procedures, primarily pertaining to our China operations. As further previously reported in the Company's Current Report on Form 8-K filed with the SEC on February 9, 2023, the Audit Committee, based on the recommendation of management, determined that the Company’s previously issued financial statements included in the Company’s Original Filing should no longer be relied upon and also require restatement primarily because of issues regarding revenue recognition relating to its European joint venture operations. For a more detailed discussion of the Restatement, refer to Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements of the Company included herein. Special Committee InvestigationAs previously reported in the Company's Current Report on Form 8-K filed with the SEC on August 4, 2022, in connection with the preparation of the Company's financial results for the period ended June 30, 2022, the Board appointed a committee of Board members (the "Special Committee") to investigate, with the assistance of outside counsel and other advisors, the issues described above regarding revenue recognition and internal controls and procedures that were brought to the attention of the Board by management (the "Investigation"). The preliminary findings of the Investigation were completed in January 2023, and the final findings were issued in March 2023 as discussed in this Explanatory Note below. Investigation with Respect to China OperationsOn January 12, 2022, the Company announced the delivery of 87 fuel cell powered heavy-duty vehicles in 2021, which included 82 vehicles delivered to customers in China. In July 2022, management discovered and brought to the attention of the Board that certain vehicles may not have met the criteria necessary to recognize revenue as of December 31, 2021. The Special Committee was formed to conduct an investigation regarding the Company’s revenue recognition timing and internal controls and procedures, primarily pertaining to the Company’s China operations during the second half of 2021 and the first half of 2022. Based on the Investigation's findings, the Company concluded that the Company's contractual performance obligation to deliver functioning fuel cell electric vehicles (“FCEVs”) was not fully satisfied for revenue recognition purposes under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ("ASC 606"). Correction of the errors is reflected in the restated annual financial statements for the year ended December 31, 2021 included in the Company’s amended Annual Report on Form 10-K/A and the interim financial statements for the period ended March 31, 2022 included in the Company's amended Quarterly Report on Form 10-Q/A.Investigation with Respect to European OperationsThe Special Committee identified certain issues associated with Hyzon Motors Europe B.V. ("Hyzon Europe"), the Company's European joint venture. The Investigation revealed that certain former members of Hyzon Europe's senior management team created a workplace culture where employees did not feel comfortable raising concerns. Additionally, the Investigation revealed that for five vehicles for which Hyzon Europe recognized revenue in 2021, Hyzon Europe subsequently performed various levels of work and repair efforts on such vehicles after revenue had been recognized. Consequently, the Company conducted an internal accounting review for its European customer arrangements. This internal accounting review concluded that for the Hyzon Europe customer contracts which were assumed from Holthausen Clean Technology B.V. in July 2021, the Company did not appropriately analyze and record revenue and related balances associated with these arrangements. More specifically, the Company determined that instead of manufacturing or assembling FCEVs that it owned for sale to customers, Hyzon Europe was providing these customers with vehicle retrofit services to convert the customers' internal combustion engine ("ICE") powered vehicles to hydrogen FCEVs. Therefore, Hyzon Europe should have recognized revenue over time utilizing an input method rather than recording revenue at a point in time. For additional information regarding the corrections to the financial statements, refer to Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements of the Company included herein. Correction of the errors is also reflected in the restated annual financial statements for the year ended December 31, 2021 included in the Company’s amended Annual Report on Form 10-K/A and the interim financial statements for the period ended March 31, 2022 included in the Company's amended Quarterly Report on Form 10-Q/A.Transaction CostsOn July 16, 2021, legacy Hyzon Motors Inc. ("Legacy Hyzon") and now named Hyzon Motors USA Inc. consummated the transactions contemplated by the Business Combination Agreement and Plan of Reorganization (the “Business Combination”), dated February 8, 2021, with Decarbonization Plus Acquisition Corporation (“DCRB”) to effect a business combination between DCRB and Legacy Hyzon with DCRB Merger Sub Inc., a wholly owned subsidiary of DCRB, merging with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. The Company has adjusted its prior allocation of transaction costs incurred in connection with the Business Combination to reflect the allocation of the correct balance of Company incurred transaction costs between the liability classified earnout arrangement and the newly issued equity instruments in the Business Combination in the third quarter of 2021. The adjustment resulted in a reduction of amounts previously allocated to the earnout liability and recognized as expense, offset by an equal increase of transaction costs allocated to the newly issued equity instruments and recorded against additional paid-in capital. For additional information regarding the corrections to the financial statements, refer to Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements of the Company included herein. Correction of the errors is also reflected in the restated annual financial statements for the year ended December 31, 2021 included in the Company’s amended Annual Report on Form 10-K/A and the interim financial statements for the period ended March 31, 2022 included in the Company's amended Quarterly Report on Form 10-Q/A.Other Immaterial Errors In addition to the errors described above, the Company’s previously issued financial statements included in the Company’s Original Filing and the Company's previously issued audited annual financial information included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 and for the Company’s previously issued unaudited quarterly financial information included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022, have been corrected in the amended filings to include previously unrecorded immaterial adjustments (the “Other Immaterial Errors”). For additional information regarding the Other Immaterial Errors, refer to Note 2. Restatement of Previously Issued Financial Statements to the condensed consolidated financial statements of the Company included herein.The errors described above and the Other Immaterial Errors in this amended Quarterly Report on Form 10-Q/A did not impact cash or the economics of the Company's existing commercial arrangements. Internal Control ConsiderationsIn connection with the Restatement, the Company has concluded there were material weaknesses in the Company’s internal control over financial reporting as of September 30, 2021 and its disclosure controls and procedures were not effective as of September 30, 2021. Management is taking steps to remediate the material weaknesses in our internal control over financial reporting. For a discussion of management’s consideration of our disclosure controls and procedures, internal control over financial reporting, and the material weaknesses identified, see Part I, Item 4. Controls and Procedures of this Form 10-Q/A.Items Amended in this Form 10-Q/AThis Form 10-Q/A presents the Original Report, amended and restated with modifications as necessary to reflect the correction of Restatement Items and Other Immaterial Errors. The following items have been amended: •Part I - Item 1. Financial Statements •Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations•Part I - Item 4. Controls and Procedures •Part II - Item 1A. Risk Factors •Part II - Item 6. Exhibits Except as described above and in Note 17. Subsequent Events, this Form 10-Q/A does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-Q/A speaks only as of the date the Original Filing was filed, and the Company has not undertaken herein to amend, supplement, or update any information contained in the Original Filing to give effect to any subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, other than the Restatement. In addition, in accordance with SEC rules, this Form 10-Q/A includes updated certifications from our Chief Executive Officer as Exhibits 31.1 and 32.1 dated as of the filing date of this Form 10-Q/A. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings. | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HYZN | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | HYZNW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jan. 20, 2020 |
Current assets | ||||||
Cash | $ 498,014 | $ 17,139 | ||||
Accounts receivable | 5,991 | |||||
Inventory | 12,691 | |||||
Prepaid expenses and other current assets | 24,695 | 848 | ||||
Total current assets | 541,391 | 17,987 | ||||
Property, plant, and equipment, net | 8,878 | 418 | ||||
Right-of-use assets | 7,962 | 1,656 | ||||
Deferred merger transaction costs | 732 | |||||
Restricted cash and other assets | 7,755 | 212 | ||||
Total Assets | 565,986 | 21,005 | ||||
Current liabilities | ||||||
Accounts payable | 2,851 | 215 | ||||
Accrued professional fees | 1,003 | 900 | ||||
Other accrued expenses | 3,205 | 162 | ||||
Related party payables | 4,554 | 560 | ||||
Horizon IP agreement payable | 10,000 | |||||
Contract liabilities | 7,846 | 2,608 | ||||
Current portion of lease liabilities | 1,164 | 618 | ||||
Total current liabilities | 30,623 | 5,063 | ||||
Long term liabilities | ||||||
Lease liabilities | 7,111 | 1,181 | ||||
Private placement warrant liability | 11,781 | |||||
Earnout liability | 115,014 | |||||
Other liabilities | 316 | |||||
Total liabilities | 164,845 | 6,244 | ||||
Stockholders' Equity | ||||||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 25 | 17 | ||||
Additional paid-in capital | 400,021 | 29,122 | ||||
Retained earnings (accumulated deficit) | 2,782 | (14,271) | ||||
Accumulated other comprehensive loss | (327) | (16) | ||||
Total Hyzon Motors Inc. stockholders' equity | 402,501 | 14,852 | ||||
Noncontrolling interest | (1,360) | (91) | ||||
Total Stockholders' Equity | 401,141 | $ (12,400) | 14,761 | $ (768) | $ (212) | $ 84 |
Total Liabilities and Stockholders' Equity | $ 565,986 | $ 21,005 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 247,500,505 | 166,125,000 |
Common stock, shares outstanding | 247,500,505 | 166,125,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 89 | $ 89 | |||||
Operating expense: | |||||||
Cost of revenue | 204 | 204 | |||||
Research and development | 3,982 | $ 104 | $ 163 | 8,081 | |||
Selling, general and administrative | 42,661 | 436 | 670 | 51,607 | |||
Total operating expenses | 46,847 | 540 | 833 | 59,892 | |||
Loss from operations | (46,758) | (540) | (833) | (59,803) | |||
Other income (expense): | |||||||
Change in fair value of private placement warrant liability | 7,614 | 7,614 | |||||
Change in fair value of earnout liability | 73,359 | 73,359 | |||||
Foreign currency exchange loss and other expense | (116) | (1) | (1) | (175) | |||
Interest expense, net | (254) | (15) | (20) | (5,249) | |||
Total other income (expense) | 80,603 | (16) | (21) | 75,549 | |||
Net income (loss) | 33,845 | (556) | (854) | 15,746 | |||
Net loss attributable to noncontrolling interest | (776) | $ (531) | (1,307) | ||||
Net income (loss) attributable to Hyzon | 34,621 | (556) | $ (296) | $ (17,568) | (854) | 17,053 | $ (854) |
Comprehensive income (loss): | |||||||
Net income (loss) | 33,845 | (556) | (854) | 15,746 | |||
Foreign currency translation adjustment | (187) | (273) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 33,658 | (556) | (854) | 15,473 | |||
Comprehensive loss attributable to noncontrolling interest | (749) | (1,269) | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 34,407 | $ (556) | $ (854) | $ 16,742 | |||
Net income (loss) per share attributable to Hyzon: | |||||||
Basic | $ 0.15 | $ (0.01) | $ 0.09 | $ (0.01) | |||
Diluted | $ 0.14 | $ (0.01) | $ 0.08 | $ (0.01) | |||
Weighted average common shares outstanding: | |||||||
Basic | 234,091,000 | 148,405,000 | 148,405,000 | 189,101,000 | 148,405,000 | ||
Diluted | 246,480,000 | 148,405,000 | 148,405,000 | 200,984,000 | 148,405,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock Common Class A [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Loss [Member] | Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Noncontrolling Interest [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Legacy Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock Legacy Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Common Stock Common Class A [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Retained Earnings (Accumulated Deficit) [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Accumulated Other Comprehensive Loss [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] Noncontrolling Interest [Member] |
Beginning Balance at Jan. 20, 2020 | $ 84 | $ 15 | $ 69 | $ 84 | $ 84 | $ 84 | $ 84 | |||||||||
Beginning Balance, shares at Jan. 20, 2020 | 148,405,000 | 83,750,000 | ||||||||||||||
Retroactive application of recapitalization | $ (84) | $ 15 | $ 69 | |||||||||||||
Retroactive Application Of Recapitalization, Shares | (83,750,000) | 148,405,000 | ||||||||||||||
Net income (loss) attributable to Hyzon | (296) | $ (296) | (296) | |||||||||||||
Ending Balance at Jun. 30, 2020 | (212) | $ 15 | 69 | (296) | (212) | |||||||||||
Ending Balance, shares at Jun. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Jan. 20, 2020 | 84 | $ 15 | 69 | 84 | 84 | $ 84 | 84 | |||||||||
Beginning Balance, shares at Jan. 20, 2020 | 148,405,000 | 83,750,000 | ||||||||||||||
Net income (loss) attributable to Hyzon | (854) | |||||||||||||||
Ending Balance at Sep. 30, 2020 | (768) | $ 15 | 69 | (852) | (768) | $ 0 | ||||||||||
Ending Balance, shares at Sep. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Jun. 30, 2020 | (212) | $ 15 | 69 | (296) | (212) | |||||||||||
Beginning Balance, shares at Jun. 30, 2020 | 148,405,000 | |||||||||||||||
Net income (loss) attributable to Hyzon | (556) | (556) | (556) | 0 | ||||||||||||
Ending Balance at Sep. 30, 2020 | (768) | $ 15 | 69 | (852) | (768) | 0 | ||||||||||
Ending Balance, shares at Sep. 30, 2020 | 148,405,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | 14,761 | $ 17 | 29,122 | (14,271) | $ (16) | 14,852 | (91) | 14,761 | $ 94 | 29,045 | $ (14,271) | $ (16) | 14,852 | $ (91) | ||
Beginning Balance, shares at Dec. 31, 2020 | 166,125,000 | 93,750,000 | ||||||||||||||
Retroactive application of recapitalization | $ (94) | $ 17 | 77 | |||||||||||||
Retroactive Application Of Recapitalization, Shares | (93,750,000) | 166,125,000 | ||||||||||||||
Exercise of stock options | 190 | 190 | 190 | |||||||||||||
Exercise of stock options, shares | 132,900 | |||||||||||||||
Stock-based compensation | 816 | 816 | 816 | |||||||||||||
IP transaction - deemed distribution | (10,000) | (10,000) | (10,000) | |||||||||||||
Net income (loss) attributable to Hyzon | (17,568) | (17,568) | (17,568) | |||||||||||||
Net loss attributable to noncontrolling interest | (531) | (531) | ||||||||||||||
Foreign currency translation loss | (68) | (79) | (79) | 11 | ||||||||||||
Ending Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||
Ending Balance, shares at Jun. 30, 2021 | 166,257,900 | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | 14,761 | $ 17 | 29,122 | (14,271) | (16) | 14,852 | (91) | $ 14,761 | $ 94 | $ 29,045 | $ (14,271) | $ (16) | $ 14,852 | $ (91) | ||
Beginning Balance, shares at Dec. 31, 2020 | 166,125,000 | 93,750,000 | ||||||||||||||
Exercise of stock options | $ 400 | |||||||||||||||
Exercise of stock options, shares | 354,409 | |||||||||||||||
Common stock issued, shares | 7,234,006 | |||||||||||||||
Net income (loss) attributable to Hyzon | $ 17,053 | |||||||||||||||
Net loss attributable to noncontrolling interest | (1,307) | |||||||||||||||
Ending Balance at Sep. 30, 2021 | 401,141 | $ 25 | 400,021 | 2,782 | (327) | 402,501 | (1,360) | |||||||||
Ending Balance, shares at Sep. 30, 2021 | 247,500,505 | |||||||||||||||
Beginning Balance at Jun. 30, 2021 | (12,400) | $ 17 | 20,128 | (31,839) | (95) | (11,789) | (611) | |||||||||
Beginning Balance, shares at Jun. 30, 2021 | 166,257,900 | |||||||||||||||
Exercise of stock options | $ 250 | 250 | 250 | |||||||||||||
Exercise of stock options, shares | 221,500 | 221,500 | ||||||||||||||
Reverse recapitalization transaction, net | $ 351,505 | $ 7 | 351,498 | 351,505 | ||||||||||||
Reverse recapitalization transaction, net, Shares | 73,502,303 | |||||||||||||||
Common stock issued, value | 0 | $ 1 | (1) | |||||||||||||
Vesting of RSUs , Shares | 284,796 | |||||||||||||||
Stock-based compensation | 28,146 | 28,146 | 28,146 | |||||||||||||
Net income (loss) attributable to Hyzon | 34,621 | 34,621 | 34,621 | |||||||||||||
Net loss attributable to noncontrolling interest | (776) | (776) | ||||||||||||||
Foreign currency translation loss | (205) | (232) | (232) | 27 | ||||||||||||
Ending Balance at Sep. 30, 2021 | $ 401,141 | $ 25 | $ 400,021 | $ 2,782 | $ (327) | $ 402,501 | $ (1,360) | |||||||||
Ending Balance, shares at Sep. 30, 2021 | 247,500,505 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (854) | $ 15,746 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 99 | 671 |
Stock-based compensation | 29,023 | |
Loss on extinguishment of convertible notes | 107 | |
Noncash interest expense | 5,449 | |
Fair value adjustment of private placement warrant liability | (7,614) | |
Change in fair value of earnout liability | (73,359) | |
Changes in operating assets and liabilities: | ||
Increase (Decrease) in Accounts Receivable | (5,712) | |
Increase (Decrease) in Inventories | (12,008) | |
Increase (Decrease) in Prepaid Expense and Other Assets | (19,638) | |
Increase (Decrease) in Other Operating Assets | (14) | (150) |
Accounts payable | 3,371 | |
Accrued professional fees and other current liabilities | 17 | 3,082 |
Operating lease liabilities | (187) | |
Related party payables | 756 | 3,821 |
Contract liabilities | 4,845 | |
Other liabilities | 311 | |
Net Cash Provided by (Used in) Operating Activities | 4 | (52,242) |
Cash Flows from Investing Activities: | ||
Payments to Acquire Property, Plant, and Equipment | (133) | (8,810) |
Advanced Payments For Capital Expenditures | (3,999) | |
Payments to Acquire Marketable Securities | 0 | (4,826) |
Net Cash Provided by (Used in) Investing Activities | (133) | (17,635) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock | 84 | 0 |
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) | 508,993 | |
Exercise of stock options | 440 | |
Payment Of Finance Lease Liability | (12) | (135) |
Payments of Debt Issuance Costs | (133) | |
Proceeds from issuance of convertible notes | 500 | 45,000 |
Net Cash Provided by (Used in) Financing Activities | 572 | 554,165 |
Effect of exchange rate changes on cash | 1 | (853) |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 444 | 483,435 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 444 | 500,574 |
Lease assets obtained in exchange for lease obligations: | ||
Operating leases | 6,803 | |
Finance leases | $ 886 | 0 |
Conversion of Legacy Hyzon common stock | 73 | |
Recognition of earnout liability in Business Combination | 188,373 | |
Recognition of private placement warrant liability in Business Combination | 19,395 | |
Horizon license agreement payable | 10,000 | |
Conversion of convertible notes for common stock | $ 50,198 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Business and Basis of Presentation | Note 1. Nature of Business and Basis of Presentation Description of Business Hyzon Motors Inc. (“Hyzon” or the “Company”), formerly known as DCRB, headquartered in Honeoye Falls, New York, was incorporated in the State of Delaware on January 21, 2020. The Company is majority-owned by Hymas Pte. Ltd. (“Hymas”), which is majority-owned but indirectly controlled by Horizon Fuel Cell Technologies PTE Ltd., a Singapore company (“Horizon”). Hyzon focuses on accelerating decarbonization starting with mobility through the manufacturing and supply of hydrogen fuel cell-powered commercial vehicles across the North American, European, and Australasian regions. In addition, Hyzon focuses on building and fostering a clean hydrogen supply ecosystem with leading partners from feedstocks through production, dispensing and financing. On February 8, 2021, Legacy Hyzon Motors Inc., now Hyzon Motors USA Inc. (“Legacy Hyzon”), entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination”) with DCRB to effect a business combination between DCRB and Legacy Hyzon with DCRB Merger Sub Inc., a wholly owned subsidiary of DCRB, merging with and into Legacy Hyzon, with Legacy Hyzon surviving the merger as a wholly owned subsidiary of DCRB. The transaction was unanimously approved by DCRB’s Board of Directors and was approved at a special meeting of DCRB’s stockholders on July 15, 2021. On July 16, 2021, Legacy Hyzon completed its business combination with DCRB. Concurrent with the completion of the business combination, DCRB changed its name to “Hyzon Motors Inc.” and Legacy Hyzon changed its name to “Hyzon Motors USA Inc.”. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the SEC for interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020, included in the Definitive Proxy Statement (the “Proxy”) of DCRB filed with the SEC on June 21, 2021. Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including a variable interest entity of which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. Unaudited Interim Financial Information In the opinion of management, in addition to the adjustments to record the Business Combination, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation for the periods presented. Results of operations reported for interim periods presented are not necessarily indicative of results for the entire year or any other periods. Variable Interest Entities (VIE) On October 30, 2020, Hyzon entered into a joint venture agreement (the “JV Agreement”) with Holthausen Clean Technology Investment B.V. (“Holthausen”) (together referred to as the “Shareholders”) to establish a venture in the Netherlands called Hyzon Europe. The Shareholders combined their resources in accordance with the JV Agreement to mass commercialize fuel cell trucks within the European Union and nearby markets such as the United Kingdom, the Nordic countries, and Switzerland through Hyzon Europe. Hyzon and Holthausen have 50.5% and 49.5% ownership interest in the equity of Hyzon Europe, respectively. The Company has determined that it is the primary beneficiary of Hyzon Europe. As a result, the Company’s Condensed Consolidated Balance Sheets include assets of $29.6 million and $1.0 million as of September 30, 2021, and December 31, 2020, respectively, and liabilities of $14.0 million and $1.2 million as of September 30, 2021, and December 31, 2020, respectively, related to Hyzon Europe. Segment Information The Company’s chief operating decision maker (“CODM”), who makes operating decisions, reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates as one operating and reportable segment. Liquidity As of September 30, 2021, the Company has approximately $498.0 million in unrestricted cash. Cash flows used in operating activities was $52.2 million for the nine months ended September 30, 2021. On July 16, 2021, the Company received $509.0 million in cash, net of redemption and transaction costs as a result of the Business Combination (see Note 4. Business Combination). Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these condensed consolidated financial statements. Risks and Uncertainties |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2. Summary of Significant Accounting Policies, to the Company’s consolidated annual financial statements for the year ended December 31, 2020, included in the Proxy. There have been no material changes to the significant accounting policies during the three-month and nine-month periods ended September 30, 2021, except for the new or updated policies noted. Revenue The Company accounts for revenue in accordance with ASC 606. Revenue is based on the amount of transaction price to which the Company is entitled, subject to the allocation of the transaction price to distinct performance obligations. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration for which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. When it determines it is not probable that it will collect all of the consideration to which it will be entitled under a customer contract, the Company concludes the contract existence criteria under ASC 606 are not met. In these cases, the Company recognizes revenue to the extent of consideration received provided the amounts are non-refundable, the Company has transferred control of the goods or services to which the consideration relates, the Company has stopped transferring goods or services, and there is no obligation to transfer additional services ("Alternative Method for Revenue Recognition"). The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of the Company's arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories has transferred to the customer as an expense in Cost of revenue. Product Sales The Company enters into sales contracts with customers for the purchase of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The Company considers order confirmations or purchase orders, which in some cases are governed by master vehicle supply agreements, to be contracts with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of product(s) or service to a customer. On standard vehicle sales contracts, revenues are recognized at a point in time when customers obtain control of the vehicle, which among other indicators, is generally when transfer of title and risks and rewards of ownership of goods have passed and when the Company has a present right to payment. Provisions for warranties are made at the time of sale. Sales, value-added, and other taxes collected concurrent with revenue producing activities are excluded from revenue. Payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company has granted extended payment terms to customers, which resulted in the Company concluding collection of all of the consideration under the contract is not probable. As a result, the contract existence criteria is not met and revenue is recognized under the Alternative Method of Revenue Recognition, which may not be in the same period that control of the related goods is transferred to the customers (see Note 5. Revenue). The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. Retrofit Services The Company also enters into contracts with customers to retrofit ICE vehicles to FCEVs. In general, the customer controls any work in process arising from the Company’s performance; and the Company has in effect agreed to sell its rights to the work as it performs on a continuous basis. Revenue from these contracts is generally recognized over time utilizing an input method. Under the input method, the extent of progress towards completion is measured based on the ratio of normal costs incurred to date to the total estimated costs at completion of the performance obligation. Unexpected amounts of wasted materials, labor or other resources are excluded from the cost-to-cost measure of progress. The Company believes that this method is the most accurate representation of the Company's performance, because it directly measures the value of the services transferred to the customer over time as the Company incurs costs on its contracts. Contract costs include all direct materials, labor, and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. The Company continually evaluates its estimates of total contract costs based on available information and experience. Warranties In most cases, products that customers purchase from the Company are covered by one Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. The Company presents restricted cash separately from unrestricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company has $2.6 million in restricted cash included within Restricted cash and other assets, the balance is primarily comprised of $2.4 million in certain letters of credit. The Company had no restricted cash as of December 31, 2020. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (“FIFO”) for all inventories. As of September 30, 2021, the Company had inventory comprised of raw materials and work in process of $11.5 million and $1.2 million, respectively. The Company had no inventory as of December 31, 2020. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance and adjusted to the current fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (see Note 14. Warrants). Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations (“ASC 805”) the Company determined that the initial fair value of the earnout shares should be recorded as a liability with the offset going to Additional paid-in capital and with subsequent changes in fair value recorded in the statement of operations at each reporting period. The earnout shares to other holders of outstanding equity awards are accounted for under ASC 718, Stock Compensation (“ASC 718”), as these earnout shares are compensatory in nature and relate to services provided or to be provided to the Company. |
Business Combination
Business Combination | Jul. 16, 2021 |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Combination As discussed in Note 1. on July 16, 2021, Legacy Hyzon consummated the transaction contemplated by the Business Combination. Immediately upon the completion of the Business Combination and the other transactions contemplated by the Business Combination, Legacy Hyzon became a direct, wholly owned subsidiary of DCRB. In connection with these transactions, DCRB changed its name to “Hyzon Motors Inc.” The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP, with no goodwill or other intangible assets recorded and the net assets of Legacy Hyzon consolidated with DCRB at historical cost. Under this method of accounting, DCRB is treated as the “acquired” company for financial reporting purposes. The reverse recapitalization is retrospectively adjusted in the consolidated statements of changes in stockholders’ equity to reflect the Company’s equity structure for all periods presented. As a result of the Business Combination, each share of common stock of Legacy Hyzon, par value $0.001 per share, was converted to 1.772 shares of Class A common stock (the “Exchange Ratio”), par value $0.0001 per share of the Company, resulting in the issuance of approximately 173.4 million shares of Class A common stock. Additionally, the Company reserved for issuance approximately 21.7 million shares of Class A common stock in respect to outstanding options and restricted stock units (“RSUs”) issued in exchange for options, RSUs and warrants of the Company. Immediately prior to the Business Combination, Legacy Hyzon issued to Hymas approximately 4.1 million shares of Legacy Hyzon common stock without any consideration, which was converted to approximately 7.2 million of Class A common stock. DCRB held subscription agreements with certain investors to issue and sell an aggregate of 35,500,000 shares of Class A common stock of DCRB for $10.00 per share for an aggregate commitment of $355,000,000 (the “PIPE Financing”). At the closing of the Business Combination, DCRB consummated the PIPE Financing, and those proceeds became part of the Company’s capital. Pursuant to the terms of the Convertible Notes described in Note 8, immediately prior to the Business Combination the outstanding principal of $45 million as well as the accrued interest on the Convertible Notes automatically converted into shares of the Company at a price per share equal to 90% of the price per share paid by the PIPE Financing investors, and upon the closing, converted into 5,022,052 shares of common stock of the post-combination company. In accordance with an agreement executed in July 2020, Ascent Funds Management LLC (“Ascent”) was granted options to purchase shares of Legacy Hyzon common stock (the “Ascent Options”) at an exercise price of $2.73 per share. Immediately prior to the consummation of the Business Combination, the Ascent Options were automatically exercised in full on a cashless basis into approximately 3.9 million shares of Legacy Hyzon common stock, which converted into approximately 6.9 million shares of Class A common stock in connection with the Business Combination. Immediately after giving effect to the Business Combination, PIPE Financing, Convertible Note conversion, and Ascent Options exercise described above, there were 246,994,209 shares of Class A common stock of the Company issued and outstanding. The number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock of DCRB 20,483,179 DCRB founders 5,643,125 Total DCRB 26,126,304 Conversion of Ascent Options (post-cashless exercise) 6,871,667 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Reverse capitalization transaction 73,520,023 Legacy Hyzon shares after conversion (1) 173,474,186 Total shares of Common Stock immediately after Business Combination 246,994,209 (1) The number of Legacy Hyzon shares was determined from the 97,897,396 shares of Legacy Hyzon common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.772. All fractional shares were rounded down. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $24.9 million $ 179,727 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Less: transaction costs allocated to equity (11,531) Effect of Business Combination, net of redemption and transaction costs $ 508,993 The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $3.3 million attributable to the liability classified earnout shares were expensed. The rest was attributable to the equity classified common shares and recorded as a reduction to Additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $24.9 million $ 179,727 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Conversion of convertible notes into common stock 50,198 Recognize earnout liability (188,373) Recognize Private Placement Warrants liability (19,395) Recapitalization of Legacy Hyzon common shares 75 Less: transaction costs allocated to equity (11,531) Effect of Business Combination, net of redemption and transaction costs $ 351,498 Warrants On October 22, 2020, DCRB consummated the Initial Public Offering of 22,572,502 units and each unit consists of one share of Class A common stock and one-half of one public warrants (the “Public Warrants”). Simultaneously with the closing of the Initial Public Offering, DCRB consummated the private sale of 6,514,500 warrants (the “Private Placement Warrants”), including 514,500 warrants as a result of the underwriters’ partial exercise of their over-allotment option on November 12, 2020, at a price of $1.00 per Private Placement Warrant in a private placement to Decarbonization Plus Acquisition Sponsor, LLC (the “Sponsor”), DCRB’s independent directors and an affiliate of DCRB’s chief executive officer. At the closing of the Business Combination, DCRB and the Sponsor entered into a note agreement, whereby the Sponsor agreed to loan DCRB an aggregate of $1,500,000 to cover working capital requirements. The note agreement converted at the Business Combination date into 1,500,000 additional Private Placement Warrants. Upon the closing of the Business Combination, Hyzon assumed these outstanding warrants. See Note 16. Shareholders’ Equity. Earnout Following the closing of the Business Combination, holders of the Company’s legacy common stock and outstanding equity awards (including warrant, stock option and RSU holders) were granted the right to receive up to an aggregate amount of 23,250,000 shares of Class A common stock that would vest in in three tranches of (i) 9,000,000, (ii) 9,000,000 and (iii) 5,250,000 shares if the trading price of the common stock of the Company achieves $18, $20, and $35, respectively, as its last reported sales price per share for any 20 trading days within any 30 consecutive trading day period within five years following the closing date of the Business Combination, provided that in no event will the issuance of the 5,250,000 earnout shares occur prior to the one-year anniversary of the closing date. Upon forfeiture of underlying unvested equity awards prior to occurrence of targeted trading price noted above, the associated earnout shares shall be allocated pro-rata among the remaining eligible Company’s common stock and equity awards holders. The Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. The earnout liability was $115.0 million and $188.4 million as of September 30, 2021 and at the close of the Business Combination, respectively. The change in earnout liability was recorded as other income in Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognized the earnout shares to other equity holders as separate and incremental awards from other equity holders’ underlying stock-based compensation awards in accordance with ASC 718. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenues | Note 5. Revenue Contract Liabilities Contract liabilities relate to the advance consideration received from customers for products and services prior to satisfying a performance obligation or in excess of amounts allocated to a previously satisfied performance obligation. These amounts are included within Contract liabilities in the accompanying Condensed Consolidated Balance Sheets. The carrying amount of Contract liabilities included in the accompanying Condensed Consolidated Balance Sheets w as $7.8 million and $2.6 million as of September 30, 2021, and December 31, 2020, respectively. Remaining Performance Obligations The transaction price associated with remaining performance obligati ons for commercial vehicles and other contracts with customers was $14.6 million as of September 30, 2021, of which the Compa |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses and Other Current Assets | Note 6. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Deposit for fuel cell components (Note 15) $ 5,000 $ — Vehicle inventory deposits 5,996 577 Production equipment deposits 3,948 — Other prepaid expenses 1,050 271 Prepaid Insurance 7,505 — VAT receivable from government 1,196 — Total prepaid expenses and other current assets 24,695 848 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant, and Equipment, net | Note 7. Property, Plant, and Equipment, net Property, plant, and equipment, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land and building $ 2,424 $ — Machinery and equipment 5,728 371 Software 168 — Leasehold improvements 358 — Construction in progress 663 60 Total Property, plant, and equipment 9,341 431 Less: Accumulated depreciation and amortization (463) (13) Property, plant and equipment, net $ 8,878 $ 418 Depreciation and amortization expense totaled $0.2 million and $0.5 million for the three months and nine months ended September 30, 2021. Depreciation and amortization expense was negligible for the three months ended September 30, 2020, and the period from inception (January 21, 2020) to September 30, 2020. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Notes | Note 8. Convertible Notes In February 2021, the Company entered into a Convertible Notes Purchase Agreement with certain investors for the purchase and sale of $45 million in Convertible Notes (the “Convertible Notes”). The Convertible Notes accrued interest at an annual rate of 1% commencing upon issuance and compounding semi-annually on each August 1 and February 1. Interest was payable by increasing the principal amount of the Convertible Notes (with such increased amount accruing interest as well) on each interest payment due date. As the Convertible Notes contained various settlement outcomes, the Company evaluated each scenario for accounting purposes. The conversion features settled at discounts upon certain financing events were determined to be redemption features and were evaluated as embedded derivatives and bifurcated from the Convertible Notes due to the substantial premium to be paid upon redemption. At issuance, option-based features were determined to have a de minimis fair value, and non-option-based features were bifurcated assuming the issuance fair value was zero. Changes in the derivative liability fair values were reported in operating results each reporting period, prior to the close of the Business Combination. The period from July 1, 2021 to the close date of the Business Combination the Company recorded de minimis amount of interest expense related to the stated interest for the Convertible Notes and $0.3 million related to the change in the value of the bifurcated embedded derivative within interest expense. |
Investments in Equity Securitie
Investments in Equity Securities | 9 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Securities | Note 9. Investments in Equity Securities The Company has certain equity security investments which are included in Restricted cash and other assets on the Condensed Consolidated Balance Sheets. The Company owns common shares, participation rights, and options to purchase additional common shares in Global NRG H2 Limited (“NRG”). The Company does not have control and does not have the ability to exercise significant influence over the operating and financial policies of this entity. The Company’s investment totaled $0.1 million as of December 31, 2020 and increased to $2.5 million as of September 30, 2021. On July 29, 2021, the Company entered into a Master Hub Agreement with Raven SR, LLC (“Raven SR”) whereby Raven SR granted to the Company a right of first refusal to co-invest in up to 100 of Raven SR’s first 200 solid waste-to-hydrogen generation and production facilities hubs), and up to 150 of Raven SR’s gas-to-hydrogen generation and production facilities across the United States on a hub-by-hub basis. In connection with this agreement, Hyzon invested $2.5 million on July 30, 2021, to acquire a minority interest in Raven SR. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | Note 10. Income Taxes The Company did not record a provision for income taxes for the three or nine months ended September 30, 2021, because it expects to generate a loss for the year ending December 31, 2021, and the Company’s net deferred tax assets continue to be fully offset by a valuation allowance. As of September 30, 2021, and December 31, 2020, the Company had net deferred tax assets of approximately $12.2 million and $3.1 million, respectively, each of which was fully offset by a valuation allowance. During the three months ended September 30, 2021, and September 30, 2020, the Company did not record an income tax benefit (expense) as a result of the full valuation allowances recorded against its deferred tax assets. During the nine months ended September 30, 2021, and the period from inception (January 21, 2020) to September 30, 2020, the Company did not record an income tax benefit (expense) as a result of the full valuation allowances recorded against its deferred tax assets. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 11. Fair Value Measurements The Company follows the guidance in ASC 820, Fair Value Measurement . For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. As of September 30, 2021, and December 31, 2020, the carrying amount of accounts receivable, prepaid expenses and other current assets, restricted cash and other assets, accounts payable, and accrued professional fees and other accrued expenses approximated their estimated fair value due to their relatively short maturities. The Company did not have warrant liabilities or earnout liabilities as of December 31, 2020. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ — $ — $ 11,781 $ 11,781 Earnout shares liability — — 115,014 115,014 Private Placement Warrants The estimated fair value of the private placement warrants (the “Private Placement Warrants”) is determined using Level 3 inputs by using the binominal lattice model (“BLM”). The application of BLM requires the use of several inputs and significant unobservable assumptions, including volatility. Significant judgment is required in determining the expected volatility of the Company’s common stock. The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Exercise price (strike price) $ 11.50 $ 11.50 Risk-free interest rate 0.9 % 0.8 % Volatility 60.00 % 34.20 % Remaining term (in years) 4.79 5.00 The following table presents the changes in the liability for Private Placement Warrants during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (7,614) Balance as of September 30, 2021 $ 11,781 Earnout The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Risk-free interest rate 0.9 % 0.8 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.79 5.00 The following table presents the changes in earnout liability during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (73,359) Balance as of September 30, 2021 $ 115,014 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Legal Proceedings From time to time, the Company may become involved in legal proceedings or be subject to claims in the ordinary course of business. While the Company is a party to current legal proceedings as discussed more fully below, the Company does not believe that these proceedings, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business, financial condition, or results of operations. Regardless of outcome, such proceedings or claims can have an adverse impact on the Company because of legal defense and settlement costs, diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained. Prior to the completion of the Business Combination, certain purported DCRB stockholders filed lawsuits against DCRB and its directors asserting claims for breaches of fiduciary duty ( Lanctot v. Decarbonization Plus Acquisition Corp. et al., Index No. 652070/2021 (N.Y. Sup. Ct., N.Y. County); Pham v. Decarbonization Plus Acquisition Corp. et al., No.21-CIV-01928 (Cal. Sup., San Mateo County)). These complaints allege that the DCRB board members breached their fiduciary duties in connection with the merger by allegedly agreeing to the transaction following an inadequate process and at an unfair price, and by allegedly disseminating inaccurate or incomplete information concerning the transaction. These complaints seek, among other things, injunctive relief, damages, and an award of attorneys’ fees. The defendants in these cases have not yet answered these complaints and the Company believes that these lawsuits are without merit. On September 28, 2021, Blue Orca Capital released a report indicating that it held a short position in the Company’s stock and making numerous allegations about the Company. On October 5, 2021, the Company issued a press release denying the allegations and correcting numerous false claims and assertions in the report. Two related putative securities class action lawsuits were filed against the Company, certain of its current officers and directors and certain officers and directors of DCRB between September 30, 2021, and October 13, 2021, in the U.S. District Court for the Western District of New York ( Kauffmann v. Hyzon Motors Inc ., et al. (No.6:21-cv-06612-CJS); Brennan v. Hyzon Motors Inc ., et al. (No.6:21-cv-06636-CJS)) asserting violations of federal securities laws under Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 thereunder. The complaints generally allege that the Company and individual defendants made materially false and misleading statements relating to the nature of its customer contracts, vehicle orders and sales and earnings projections, based on allegations in the Blue Orca Capital report. The Company intends to vigorously defend against these claims. |
Stock-based Compensation Plans
Stock-based Compensation Plans | 9 Months Ended |
Sep. 30, 2021 | |
Stock-based Compensation Plans | Note 13. Stock-based Compensation Plans 2020 Stock Incentive Plan In January 2020, Legacy Hyzon adopted the 2020 Stock Incentive Plan (the “2020 Plan”) under which employees, directors, and consultants may be granted various forms of equity incentive compensation including incentive and non-qualified options. A total number of 16,250,000 shares of common stock were reserved for awards under the 2020 Plan. Shares of common stock issued under the Plan may be either authorized but unissued shares or reacquired common stock of Legacy Hyzon. Under the 2020 Plan, the exercise period of options is determined when granted, and options expire no later than fifteen years from the date of grant, subject to terms and limitations relative to termination of service and ownership percentages of the voting power of all classes of Legacy Hyzon’s stock. The 2020 Plan was terminated in connection with the Business Combination in July 2021, and Legacy Hyzon will not grant any additional awards under the 2020 Plan. Any ungranted shares under the 2020 plan expired. However, the 2020 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under it. At the closing of the Business Combination, the outstanding awards under the 2020 Plan were converted at an Exchange Ratio of 1.772. Share and per share information below have been converted from historical disclosure based on the Exchange Ratio. 2021 Equity Incentive Plan The 2021 Equity Incentive Plan (the “2021 Plan”) was approved by the Board of Directors on June 24, 2021, and subsequently approved by the stockholders on July 15, 2021. The 2021 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSU and performance awards to the Company’s employees, directors, and consultants. The number of shares of the Company’s common stock reserved for issuance under the 2021 Plan is 23,226,543 shares. In connection with the Business Combination, 21,339,493 shares of Class A common stock subject to outstanding equity awards granted under the 2020 Plan are converted into equity awards under the 2021 Plan. The number of shares of common stock available for issuance under the 2021 Plan will also include an annual increase on the first day of each year beginning in 2022 and ending in 2031, equal to the lesser of (A) two and one-half percent of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board of Directors. Former CTO Retirement Agreement In September 2021, the Company and former Chief Technology Officer (“former CTO”) entered into a Letter Agreement (the “Agreement”) concerning the former CTO’s retirement and separation from Hyzon. Pursuant to the Agreement, for a period of 24 months commencing on September 18, 2021 (the “Initial Consulting Period”), he will serve as a consultant to Hyzon. In exchange for services provided during the Initial Consulting Period, he will receive $20,000 per month. Subject to conditions of the Letter Agreement, the 1,772,000 stock options previously granted pursuant to his employment agreement with the Company will continue to vest annually in equal installments from April 1, 2022 through April 1, 2025. He also will be entitled to receive 250,000 RSUs of Hyzon, half of which vested after his retirement date and half of which will vest on or after the one-year anniversary of his retirement date. The service condition in the Agreement related to the vesting of these awards was determined to be non-substantive, and therefore, the Company recognized stock-based compensation expense of $13.4 million immediately in September 2021. In addition, the Company recognized salary expense of $0.5 million related to his monthly consulting payments. Stock-based Compensation Activities During the three months ended September 30, 2021, the Company did not grant any stock options. During the nine months ended September 30, 2021, the Company granted 134,672 stock options with a weighted average grant date fair value of $1.68 per share that vest over five years. During the three months ended September 30, 2021, 221,500 options were exercised resulting in proceeds of $0.3 million, and 107,206 options were forfeited or replaced. During the nine months ended September 30, 2021, 354,409 options were exercised resulting in proceeds of $0.4 million, and 174,542 options were forfeited or replaced. There was no option activity in the three months ended September 30, 2020, or the period from inception (January 21, 2020) to September 30, 2020. During the three months ended September 30, 2021, the Company granted 864,765 RSUs with a weighted average grant date fair value of $8.04 per share. During the three months ended September 30, 2021, 450,643 RSUs were forfeited. During the nine months ended September 30, 2021, the Company granted 2,622,589 RSUs with a weighted average grant date fair value of $4.44 per share. The RSUs granted during the three months and nine months ended September 30, 2021, vest over periods ranging from four As of September 30, 2021, there were 19,757,800 options with a weighted average exercise price of $1.13, and 2,171,946 RSUs outstanding. There were no stock options or RSUs outstanding as of September 30, 2020. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Disclosure [Abstract] | |
Warrants | Note 14. Warrants As of September 30, 2021, there were 19,300,742 warrants outstanding, of which 11,286,242 are public warrants (the “Public Warrants”) and 8,014,500 were Private Placement Warrants. Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below. Only whole warrants are exercisable. The warrants will expire on the earlier to occur of: (i) the fifth anniversary of the completion of the Company’s Business Combination, (ii) their redemption or (iii) the liquidation of the Company. Once the warrants become exercisable, the Company may redeem the outstanding warrants for cash: • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “30-day redemption period”; and • if, and only if, the last reported sale price of the Company’s common stock has been at least $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on each of 20 trading days within the 30-trading day period ending on the third business day prior to the date on which the notice of redemption is given. Once the warrants become exercisable, the Company may redeem the outstanding warrants for common stock: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; • if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) on the trading day prior to the date on which the notice of redemption is given; and • if the last sale price of the Company’s common stock on the trading day prior to the date on which the notice of redemption is given is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants. The terms of the Private Placement Warrants are identical to the Public Warrants as described above, except that the Private Placement Warrants are not redeemable (except as described above) so long as they are held by the sponsor or its permitted transferees. The Public Warrants are classified as equity and subsequent remeasurement is not required. The Private Placement Warrants are classified as liabilities and are initially recorded at their fair value, within warrant liability on the Condensed Consolidated Balance Sheets, and remeasured at each subsequent reporting date. Changes in the fair value of these instruments are recognized within Change in fair value of warrant liabilities in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions Horizon IP Agreement In January 2021, the Company entered into an intellectual property agreement (the “Horizon IP Agreement”) with Jiangsu Qingneng New Energy Technologies Co., Ltd. and Shanghai Qingneng Horizon New Energy Ltd. (together, “JS Horizon”) both of which are affiliates of the Company’s ultimate parent, Horizon. Under the Horizon IP Agreement, JS Horizon assigned to the Company a joint ownership interest in certain intellectual property rights previously developed by JS Horizon (“Background IP”), and each of Hyzon and JS Horizon granted to the other, within such other party’s field of use, exclusive licenses under their respective joint ownership rights in the Background IP, as well as their rights in improvements made in the future with respect to such Background IP. Under that agreement, the Company also grants JS Horizon a perpetual non-exclusive license under certain provisional patent applications (and any patents issuing therefrom), as well as improvements thereto. On September 27, 2021, the Horizon IP Agreement was amended to add Jiangsu Horizon Powertrain Technologies Co. Ltd. (“JS Powertrain”) as a party. The Horizon IP Agreement revised and clarified the intellectual property arrangements existing as of the Company’s inception, as set forth under two previous agreements. Under a license agreement made effective at the time of the Company’s inception (the “License Agreement”), the Company received an exclusive license under certain of the Background IP. That agreement was later terminated and replaced with a Partial Assignment Agreement of Fuel Cell Technology, dated November 19, 2020 (the “Partial Assignment Agreement”), which contemplated a joint ownership structure with respect to certain of the Background IP similar to the structure set forth under the now existing Horizon IP Agreement. Both the original License Agreement and Partial Assignment Agreement have been superseded by the Horizon IP Agreement. Under the terms of the Horizon IP Agreement, the Company will pay JS Horizon and JS Powertrain $10 million as consideration for the rights it receives under the Background IP and improvements thereto. Subsequent to September 30, 2021, $6.9 million was paid and the remainder is expected to be paid in December 2021. Because the Company is under common control with Horizon and JS Horizon, the cost of the intellectual property transferred should equal the historical cost of the Company’s ultimate parent, Horizon. Due to the creation of the Background IP through research and development over a long period of time, the historical cost of the intellectual property acquired is zero. As such, no asset was recorded for the Background IP on the Company’s balance sheet. The difference between the fixed amounts payable to JS Horizon and JS Powertrain and the historical cost is treated as a deemed distribution to Horizon, given the common control. Related Party Payables and Receivables Horizon Fuel Cell Technologies and Related Subsidiaries Hyzon utilizes Horizon to supply certain fuel cell components. In March 2021, the Company made a deposit payment to Horizon in the amount of $5.0 million to secure fuel cell components. This payment is included in prepaid expenses as none of the components have yet been received. Certain employees of Horizon and its affiliates provide services to the Company. Based on an analysis of the compensation costs incurred by Horizon and an estimate of the proportion of effort spent by such employees on each entity, an allocation of approximately $1.2 million and $0.1 million was recorded in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the three months ended September 30, 2021, and September 30, 2020, respectively. An allocation of approximately $1.8 million and $0.4 million was recorded in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) related to such services for the nine months ended September 30, 2021, and the period from inception (January 21, 2020) to September 30, 2020, respectively. The related party liability to Horizon and affiliates is $3.8 million and $0.6 million as of September 30, 2021, and December 31, 2020, respectively. Holthausen and Affiliates The Company entered into a joint venture agreement in October 2020 to create Hyzon Europe with Holthausen. As Hyzon Europe builds out its production facilities, it relies on Holthausen for certain production resources that result in related party transactions. In addition, both companies rely on certain suppliers, including Horizon. In July 2021, Hyzon Europe assumed certain retrofit service contracts from Holthausen Clean Technology B.V. The Company incurred $0.1 million to acquire these contracts. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings per Share | Note 16. Earnings (Loss) per Share The following table presents the information used in the calculation of the Company’s basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended Inception (January 21, 2020) to September 30, 2021 2020 2021 2020 Net income (loss) attributable to Hyzon $ 34,621 $ (556) $ 17,053 $ (854) Weighted average shares outstanding: Basic 234,091 148,405 189,101 148,405 Effect of dilutive securities 12,389 — 11,883 — Diluted 246,480 148,405 200,984 148,405 Earnings (loss) per share attributable to Hyzon: Basic $ 0.15 $ — $ 0.09 $ (0.01) Diluted $ 0.14 $ — $ 0.08 $ (0.01) The weighted average number of shares outstanding prior to Business Combination were converted at an Exchange Ratio of 1.772. The following shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive or the shares are contingently issuable, but all necessary conditions have not been satisfied for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended Inception 2021 2020 2021 2020 Stock options and restricted stock units 426 — 426 — Stock options with market and performance conditions 5,538 — 5,538 — Private placement warrants 8,015 — 8,015 — Public Warrants 11,286 — 11,286 — Earnout shares 23,250 — 23,250 — Ardour warrants 326 — 326 — |
Accounting Changes and Error Co
Accounting Changes and Error Corrections | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Error Correction | Restatement of Previously Issued Financial Statements Management, in concurrence with the Company’s Audit Committee, concluded that the Company's previously issued financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Company's previously issued unaudited interim financial information included in the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30, 2021 and March 31, 2022 (collectively the “Affected Financials Statements”) should no longer be relied upon. Details of the restated condensed consolidated financial statements as of and for the periods ended September 30, 2021 are provided below (“Restatement Items”). The Company evaluated the materiality of these errors both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 , Considering the Effects of Prior Year Misstatements in Current Year Financial Statements , and determined the effect of the corrections was material to the Affected Financial Statements. As a result of the material misstatements, the Company has restated its Affected Financial Statements, in accordance with ASC 250, Accounting Changes and Error Corrections. The Restatement Items primarily reflect adjustments to correct errors related to the recognition of revenue and associated balances for European FCEV transactions, and adjustments to correct errors related to the transaction costs incurred in connection with the Business Combination. In addition to the correction of the errors discussed above, the Company has corrected for Other Immaterial Errors in all Affected Financial Statements. The Company has also updated all accompanying footnotes and disclosures affected by the Restatement Items and Other Immaterial Errors, respectively, within Note 1. Nature of Business and Basis of Presentation, Note 3. Summary of Significant Accounting Policies, Note 4. Business Combination, Note 5. Revenue, Note 6. Prepaid Expenses and Other Current Assets, Note 10. Income Taxes, Note 11. Fair Value Measurements, Note 13. Stock-based Compensation Plans, Note 15. Related Party Transactions, and Note 16. Earnings (Loss) per Share. Restatement Items A. Hyzon Europe revenue transactions - In July 2022, management discovered and brought to the attention of the Board that certain vehicles in China may not have met the criteria necessary to recognize revenue as of December 31, 2021. The Special Committee was formed to conduct an investigation regarding the Company’s revenue recognition timing and internal controls and procedures for both China and Europe operations. The Investigation revealed that for five vehicles for which Hyzon Europe recognized revenue in 2021, Hyzon Europe subsequently performed various levels of work and repair efforts on such vehicles after revenue had been recognized. Consequently, the Company conducted an internal accounting review for its European customer arrangements. The Company determined that the accounting analysis previously applied to certain Hyzon Europe customer contracts, which were assumed from Holthausen Clean Technology B.V. in July 2021, was incorrect. More specifically, the Company previously determined that Hyzon Europe had acquired title to work-in-process vehicles from Holthausen Clean Technology B.V. and had been manufacturing and assembling these FCEVs for subsequent sale to customers. Hyzon Europe had instead assumed service contracts related to the retrofit services to convert the customers' own ICE powered vehicles to hydrogen FCEVs. Therefore, the Company revised its revenue recognition analysis and concluded that Hyzon Europe should not have recorded the assumption of these contracts as inventory and associated contract liabilities, and also should have recognized revenue related to these service contract arrangements on an over-time basis utilizing an input method rather than recording revenue at a point in time. Correction of the error decreased Revenue by $0.9 million, Cost of revenue by $0.8 million, Research and development expense by $0.8 million, increased Selling, general and administrative expense by $0.1 million, Prepaid expenses and other current assets by $0.1 million, decreased Inventory by $2.6 million and Contract liabilities by $3.1 million. B. Transaction costs - The Company has adjusted its prior allocation of transaction costs incurred in connection with the Business Combination to reflect the allocation of the correct balance of Company incurred transaction costs between the liability classified earnout arrangement and the newly issued equity instruments in the Business Combination in the third quarter of 2021. The adjustment resulted in a reduction of amounts previously allocated to the earnout liability and recognized as expense, offset by an equal increase of transaction costs allocated to the newly issued equity instruments and recorded against additional paid-in capital. Correction of the error decreased Selling, general, and administrative expense and Additional paid-in capital by $3.1 million. Other Immaterial Errors In addition to the Restatement Items, the Company has corrected Other Immaterial Errors. While these Other Immaterial Errors are quantitatively and qualitatively immaterial, individually and in the aggregate, because the Company is correcting for the material errors, the Company has decided to correct these Other Immaterial Errors as well. Additionally, certain items previously reported in specific financial statement captions have been reclassified to conform to the current presentation in the condensed consolidated financial statements and the accompanying notes. These Other Immaterial Errors include adjustments related to the following: • Hyzon Europe lease modification - In connection with the preparation of the Company’s financial results for the year ended December 31, 2021, management identified that one of the Company’s European facility leases was modified in August 2021 and not reflected in the September 30, 2021 balance sheet. The recording of the impact of the lease modification resulted in an increase of Right-of-use assets by $5.6 million, Current portion of lease liabilities by $0.4 million, and Lease liabilities by $5.2 million. • Miscellaneous immaterial errors - Correction of miscellaneous immaterial errors increased Selling, general, and administrative by $0.9 million, decreased Change in fair value of earnout liability by $0.3 million, and increased Earnout liability by $0.3 million and Additional paid-in capital by $0.9 million. Summary Impact of Restatement Items and Other Immaterial Errors The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated balance sheet for the period indicated (in thousands, except share and per share amounts): As of September 30, 2021 ASSETS As Previously Reported Restatement Adjustments Restatement References As Restated Current assets Cash $ 498,014 $ — $ 498,014 Accounts receivable 5,991 — 5,991 Inventory 15,260 (2,569) (A) 12,691 Prepaid expenses and other current assets 24,555 140 (A) 24,695 Total current assets 543,820 (2,429) 541,391 Property, plant, and equipment, net 8,878 — 8,878 Right-of-use assets 2,365 5,597 7,962 Restricted cash and other assets 7,755 — 7,755 Total Assets $ 562,818 $ 3,168 $ 565,986 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 2,851 — $ 2,851 Accrued professional fees 1,003 — 1,003 Other accrued expenses 3,154 51 3,205 Related party payables 4,554 — 4,554 Horizon IP agreement payable 10,000 — 10,000 Contract liabilities 10,984 (3,138) (A) 7,846 Current portion of lease liabilities 748 416 1,164 Total current liabilities 33,294 (2,671) 30,623 Long term liabilities Lease liabilities 1,930 5,181 7,111 Private placement warrant liability 11,781 — 11,781 Earnout liability 114,758 256 115,014 Other liabilities 316 — 316 Total liabilities $ 162,079 $ 2,766 $ 164,845 Commitments and contingencies Stockholders’ Equity Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. 25 — 25 Additional paid-in capital 402,211 (2,190) (B) 400,021 Retained earnings (accumulated deficit) 515 2,267 2,782 Accumulated other comprehensive loss (326) (1) (327) Total Hyzon Motors Inc. stockholders’ equity 402,425 76 402,501 Noncontrolling interest (1,686) 326 (1,360) Total Stockholders’ Equity 400,739 402 401,141 Total Liabilities and Stockholders’ Equity $ 562,818 $ 3,168 $ 565,986 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the periods indicated (in thousands, except per share amounts): Three Months Ended Nine Months Ended As Previously Reported Restatement Adjustments Restatement References As Restated As Previously Reported Restatement Adjustments Restatement References As Restated Revenue $ 962 $ (873) (A) $ 89 $ 962 $ (873) (A) $ 89 Operating expense: Cost of revenue 968 (764) (A) 204 968 (764) (A) 204 Research and development 4,822 (840) (A) 3,982 8,921 (840) (A) 8,081 Selling, general and administrative 44,784 (2,123) (A) , (B) 42,661 53,730 (2,123) (A) , (B) 51,607 Total operating expenses 50,574 (3,727) 46,847 63,619 (3,727) 59,892 Loss from operations (49,612) 2,854 (46,758) (62,657) 2,854 (59,803) Other income (expense): Change in fair value of private placement warrant liability 7,614 — 7,614 7,614 — 7,614 Change in fair value of earnout liability 73,615 (256) 73,359 73,615 (256) 73,359 Foreign currency exchange loss and other expense (110) (6) (116) (169) (6) (175) Interest expense, net (254) — (254) (5,249) — (5,249) Total other income (expense) 80,865 (262) 80,603 75,811 (262) 75,549 Net income $ 31,253 $ 2,592 $ 33,845 $ 13,154 $ 2,592 $ 15,746 Net loss attributable to noncontrolling interest (1,101) 325 (776) (1,632) 325 (1,307) Net income attributable to Hyzon $ 32,354 $ 2,267 $ 34,621 $ 14,786 $ 2,267 $ 17,053 Comprehensive income: Net income $ 31,253 $ 2,592 $ 33,845 $ 13,154 $ 2,592 $ 15,746 Foreign currency translation adjustment (205) 18 (187) (293) 20 (273) Comprehensive income $ 31,048 $ 2,610 $ 33,658 $ 12,861 $ 2,612 $ 15,473 Comprehensive loss attributable to noncontrolling interest (1,075) 326 (749) (1,594) 325 (1,269) Comprehensive income attributable to Hyzon $ 32,123 $ 2,284 $ 34,407 $ 14,455 $ 2,287 $ 16,742 Net income per share attributable to Hyzon: Basic $ 0.14 $ 0.01 $ 0.15 $ 0.08 $ 0.01 $ 0.09 Diluted $ 0.13 $ 0.01 $ 0.14 $ 0.07 $ 0.01 $ 0.08 Weighted average common shares outstanding: Basic 234,464 234,091 189,226 189,101 Diluted 246,263 246,480 200,968 200,984 The following table presents the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statement of changes in stockholders' equity (in thousands, except share data): Common Stock Class A Retained Earnings (Accumulated Deficit) Accumulative Other Comprehensive Income Total Hyzon Motors Inc. Stockholders' Equity (Deficit) Noncontrolling Interest Total Stockholders' Equity Shares Amount Additional Paid-in Capital Balance as of September 30, 2021 (As Previously Reported) 247,500,505 $ 25 $ 402,211 $ 515 $ (326) $ 402,425 $ (1,686) $ 400,739 Cumulative adjustments — — (2,190) 2,267 (1) 76 326 402 Balance as of September 30, 2021 (As Restated) 247,500,505 $ 25 $ 400,021 $ 2,782 $ (327) $ 402,501 $ (1,360) $ 401,141 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statement of cash flows (in thousands): Nine Months Ended As Previously Reported Restatement Adjustments*** As Restated Cash Flows from Operating Activities: Net income $ 13,154 $ 2,592 $ 15,746 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 671 — 671 Stock-based compensation 28,084 939 29,023 Loss on extinguishment of convertible notes 107 — 107 Noncash interest expense 5,449 — 5,449 Fair value adjustment of private placement warrant liability (7,614) — (7,614) Fair value adjustment of earnout liability (73,615) 256 (73,359) Changes in operating assets and liabilities: Accounts Receivable (5,712) — (5,712) Inventory (14,577) 2,569 (12,008) Prepaid expenses and other current assets (19,549) (89) (19,638) Other assets (150) — (150) Accounts payable 2,558 813 3,371 Accrued professional fees and other current liabilities 3,031 51 3,082 Operating lease liabilities (187) — (187) Related party payables 3,821 — 3,821 Contract liabilities 7,982 (3,137) 4,845 Other liabilities 311 — 311 Net cash used in operating activities (56,236) 3,994 (52,242) Cash Flows from Investing Activities: Purchases of property and equipment (8,810) — (8,810) Advanced payments for capital expenditures (3,948) (51) (3,999) Investment in equity securities (4,826) — (4,826) Net cash used in investing activities (17,584) (51) (17,635) Cash Flows from Financing Activities: Proceeds from issuance of common stock — — — Proceeds from Business Combination, net of redemption and transaction costs 512,936 (3,943) 508,993 Exercise of stock options 440 — 440 Payment of finance lease liability (135) — (135) Debt issuance costs (133) — (133) Proceeds from issuance of convertible notes 45,000 — 45,000 Net cash provided by financing activities 558,108 (3,943) 554,165 Effect of exchange rate changes on cash (853) — (853) Net change in cash and restricted cash 483,435 — 483,435 Cash—Beginning 17,139 — 17,139 Cash and restricted cash —Ending $ 500,574 $ — $ 500,574 Supplemental schedule of non-cash investing activities and financing activities: Lease assets obtained in exchange for lease obligations: Operating leases 1,206 5,597 6,803 Finance leases — — — Conversion of Legacy Hyzon common stock 73 — 73 Recognition of earnout liability in Business Combination 188,373 — 188,373 Recognition of private placement warrant liability in Business Combination 19,395 — 19,395 Horizon license agreement payable 10,000 — 10,000 Conversion of convertible notes for common stock 50,198 — 50,198 *** The adjustments within the condensed consolidated statement of cash flows for the nine months ended September 30, 2021 were due to the reconciliation of the changes in account balances used in preparing the statement of cash flows resulting from the various error corrections included in the above financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Cash | Restricted Cash Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. The Company presents restricted cash separately from unrestricted cash on the Condensed Consolidated Balance Sheets. As of September 30, 2021, the Company has $2.6 million in restricted cash included within Restricted cash and other assets, the balance is primarily comprised of $2.4 million in certain letters of credit. The Company had no restricted cash as of December 31, 2020. |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method (“FIFO”) for all inventories. As of September 30, 2021, the Company had inventory comprised of raw materials and work in process of $11.5 million and $1.2 million, respectively. The Company had no inventory as of December 31, 2020. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. |
Earnout liability | Earnout liability As a result of the Business Combination, the Company recognized earnout shares to Legacy Hyzon’s common stockholders as a liability. Pursuant to ASC 805-10, Business Combinations (“ASC 805”) the Company determined that the initial fair value of the earnout shares should be recorded as a liability with the offset going to Additional paid-in capital and with subsequent changes in fair value recorded in the statement of operations at each reporting period. The earnout shares to other holders of outstanding equity awards are accounted for under ASC 718, Stock Compensation (“ASC 718”), as these earnout shares are compensatory in nature and relate to services provided or to be provided to the Company. |
Basis of Accounting, Policy | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the requirements and rules of the SEC for interim reporting. Certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the year ended December 31, 2020, included in the Definitive Proxy Statement (the “Proxy”) of DCRB filed with the SEC on June 21, 2021. |
Consolidation, Policy | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries including a variable interest entity of which the Company is the primary beneficiary. All intercompany accounts and transactions are eliminated in consolidation. |
Consolidation, Variable Interest Entity, Policy | Variable Interest Entities (VIE) On October 30, 2020, Hyzon entered into a joint venture agreement (the “JV Agreement”) with Holthausen Clean Technology Investment B.V. (“Holthausen”) (together referred to as the “Shareholders”) to establish a venture in the Netherlands called Hyzon Europe. The Shareholders combined their resources in accordance with the JV Agreement to mass commercialize fuel cell trucks within the European Union and nearby markets such as the United Kingdom, the Nordic countries, and Switzerland through Hyzon Europe. Hyzon and Holthausen have 50.5% and 49.5% ownership interest in the equity of Hyzon Europe, respectively. |
Segment Reporting, Policy | Segment Information The Company’s chief operating decision maker (“CODM”), who makes operating decisions, reviews financial information presented on a consolidated basis for the purposes of allocating resources and evaluating financial performance. Accordingly, management has determined that the Company operates as one operating and reportable segment. |
Revenue from Contract with Customer | Revenue The Company accounts for revenue in accordance with ASC 606. Revenue is based on the amount of transaction price to which the Company is entitled, subject to the allocation of the transaction price to distinct performance obligations. The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration for which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. When it determines it is not probable that it will collect all of the consideration to which it will be entitled under a customer contract, the Company concludes the contract existence criteria under ASC 606 are not met. In these cases, the Company recognizes revenue to the extent of consideration received provided the amounts are non-refundable, the Company has transferred control of the goods or services to which the consideration relates, the Company has stopped transferring goods or services, and there is no obligation to transfer additional services ("Alternative Method for Revenue Recognition"). The Company recognizes the incremental costs of obtaining contracts, including commissions, as an expense when incurred as the contractual period of the Company's arrangements are expected to be one year or less. Amounts billed to customers related to shipping and handling are classified as revenue, and the Company has elected to recognize the cost for freight and shipping when control over vehicles, parts, or accessories has transferred to the customer as an expense in Cost of revenue. Product Sales The Company enters into sales contracts with customers for the purchase of the Company’s products and services including fuel cell systems, FCEVs, parts, product support, and other related services. The Company considers order confirmations or purchase orders, which in some cases are governed by master vehicle supply agreements, to be contracts with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of product(s) or service to a customer. On standard vehicle sales contracts, revenues are recognized at a point in time when customers obtain control of the vehicle, which among other indicators, is generally when transfer of title and risks and rewards of ownership of goods have passed and when the Company has a present right to payment. Provisions for warranties are made at the time of sale. Sales, value-added, and other taxes collected concurrent with revenue producing activities are excluded from revenue. Payment terms for sales of FCEVs to certain customers have included installment billing terms to fund the Company’s working capital requirements. The Company does not adjust the transaction price for a significant financing component when the performance obligation is expected to be fulfilled within a year as the amount is not material. In China, the Company has granted extended payment terms to customers, which resulted in the Company concluding collection of all of the consideration under the contract is not probable. As a result, the contract existence criteria is not met and revenue is recognized under the Alternative Method of Revenue Recognition, which may not be in the same period that control of the related goods is transferred to the customers (see Note 5. Revenue). The Company does not include a right of return on its products other than rights related to standard warranty provisions that permit repair or replacement of defective goods. Retrofit Services The Company also enters into contracts with customers to retrofit ICE vehicles to FCEVs. In general, the customer controls any work in process arising from the Company’s performance; and the Company has in effect agreed to sell its rights to the work as it performs on a continuous basis. Revenue from these contracts is generally recognized over time utilizing an input method. Under the input method, the extent of progress towards completion is measured based on the ratio of normal costs incurred to date to the total estimated costs at completion of the performance obligation. Unexpected amounts of wasted materials, labor or other resources are excluded from the cost-to-cost measure of progress. The Company believes that this method is the most accurate representation of the Company's performance, because it directly measures the value of the services transferred to the customer over time as the Company incurs costs on its contracts. Contract costs include all direct materials, labor, and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and depreciation costs. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. The Company continually evaluates its estimates of total contract costs based on available information and experience. |
Liquidity And Capital Resources, Policy | Liquidity As of September 30, 2021, the Company has approximately $498.0 million in unrestricted cash. Cash flows used in operating activities was $52.2 million for the nine months ended September 30, 2021. On July 16, 2021, the Company received $509.0 million in cash, net of redemption and transaction costs as a result of the Business Combination (see Note 4. Business Combination). Management expects that the Company’s cash will be sufficient to meet its liquidity requirements for at least one year from the issuance date of these condensed consolidated financial statements. |
Warranties | WarrantiesIn most cases, products that customers purchase from the Company are covered by one |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of the Elements of the Business Combination to the Condensed Statements | The number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock of DCRB 20,483,179 DCRB founders 5,643,125 Total DCRB 26,126,304 Conversion of Ascent Options (post-cashless exercise) 6,871,667 Conversion of convertible notes 5,022,052 PIPE shares 35,500,000 Reverse capitalization transaction 73,520,023 Legacy Hyzon shares after conversion (1) 173,474,186 Total shares of Common Stock immediately after Business Combination 246,994,209 (1) The number of Legacy Hyzon shares was determined from the 97,897,396 shares of Legacy Hyzon common stock outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of 1.772. All fractional shares were rounded down. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $24.9 million $ 179,727 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Less: transaction costs allocated to equity (11,531) Effect of Business Combination, net of redemption and transaction costs $ 508,993 The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $3.3 million attributable to the liability classified earnout shares were expensed. The rest was attributable to the equity classified common shares and recorded as a reduction to Additional paid-in capital in the Condensed Consolidated Balance Sheets. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $24.9 million $ 179,727 Cash – PIPE Financing, net of transaction costs of $14.2 million 340,797 Conversion of convertible notes into common stock 50,198 Recognize earnout liability (188,373) Recognize Private Placement Warrants liability (19,395) Recapitalization of Legacy Hyzon common shares 75 Less: transaction costs allocated to equity (11,531) Effect of Business Combination, net of redemption and transaction costs $ 351,498 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, 2021 December 31, 2020 Deposit for fuel cell components (Note 15) $ 5,000 $ — Vehicle inventory deposits 5,996 577 Production equipment deposits 3,948 — Other prepaid expenses 1,050 271 Prepaid Insurance 7,505 — VAT receivable from government 1,196 — Total prepaid expenses and other current assets 24,695 848 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Property, Plant and Equipment | Property, plant, and equipment, net consisted of the following (in thousands): September 30, 2021 December 31, 2020 Land and building $ 2,424 $ — Machinery and equipment 5,728 371 Software 168 — Leasehold improvements 358 — Construction in progress 663 60 Total Property, plant, and equipment 9,341 431 Less: Accumulated depreciation and amortization (463) (13) Property, plant and equipment, net $ 8,878 $ 418 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value (in thousands): Fair Value Measurements on a Recurring Basis Level 1 Level 2 Level 3 Total Warrant liability – Private Placement Warrants $ — $ — $ 11,781 $ 11,781 Earnout shares liability — — 115,014 115,014 |
Private Placements Warrants [Member] | |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Exercise price (strike price) $ 11.50 $ 11.50 Risk-free interest rate 0.9 % 0.8 % Volatility 60.00 % 34.20 % Remaining term (in years) 4.79 5.00 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in the liability for Private Placement Warrants during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 19,395 Change in estimated fair value (7,614) Balance as of September 30, 2021 $ 11,781 |
Earnout shares liability [Member] | |
Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs: September 30, 2021 July 16, 2021 Stock price $ 6.94 $ 10.33 Risk-free interest rate 0.9 % 0.8 % Volatility 90.00 % 90.00 % Remaining term (in years) 4.79 5.00 |
Summary of the Changes in the Liability for Private Placement Warrants | The following table presents the changes in earnout liability during the nine months ended September 30, 2021 (in thousands): Balance as of July 16, 2021 $ 188,373 Change in estimated fair value (73,359) Balance as of September 30, 2021 $ 115,014 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the information used in the calculation of the Company’s basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended Inception (January 21, 2020) to September 30, 2021 2020 2021 2020 Net income (loss) attributable to Hyzon $ 34,621 $ (556) $ 17,053 $ (854) Weighted average shares outstanding: Basic 234,091 148,405 189,101 148,405 Effect of dilutive securities 12,389 — 11,883 — Diluted 246,480 148,405 200,984 148,405 Earnings (loss) per share attributable to Hyzon: Basic $ 0.15 $ — $ 0.09 $ (0.01) Diluted $ 0.14 $ — $ 0.08 $ (0.01) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were not included in the calculation of the weighted average diluted shares outstanding as the effect would have been anti-dilutive or the shares are contingently issuable, but all necessary conditions have not been satisfied for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended Inception 2021 2020 2021 2020 Stock options and restricted stock units 426 — 426 — Stock options with market and performance conditions 5,538 — 5,538 — Private placement warrants 8,015 — 8,015 — Public Warrants 11,286 — 11,286 — Earnout shares 23,250 — 23,250 — Ardour warrants 326 — 326 — |
Accounting Changes and Error _2
Accounting Changes and Error Corrections (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated balance sheet for the period indicated (in thousands, except share and per share amounts): As of September 30, 2021 ASSETS As Previously Reported Restatement Adjustments Restatement References As Restated Current assets Cash $ 498,014 $ — $ 498,014 Accounts receivable 5,991 — 5,991 Inventory 15,260 (2,569) (A) 12,691 Prepaid expenses and other current assets 24,555 140 (A) 24,695 Total current assets 543,820 (2,429) 541,391 Property, plant, and equipment, net 8,878 — 8,878 Right-of-use assets 2,365 5,597 7,962 Restricted cash and other assets 7,755 — 7,755 Total Assets $ 562,818 $ 3,168 $ 565,986 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 2,851 — $ 2,851 Accrued professional fees 1,003 — 1,003 Other accrued expenses 3,154 51 3,205 Related party payables 4,554 — 4,554 Horizon IP agreement payable 10,000 — 10,000 Contract liabilities 10,984 (3,138) (A) 7,846 Current portion of lease liabilities 748 416 1,164 Total current liabilities 33,294 (2,671) 30,623 Long term liabilities Lease liabilities 1,930 5,181 7,111 Private placement warrant liability 11,781 — 11,781 Earnout liability 114,758 256 115,014 Other liabilities 316 — 316 Total liabilities $ 162,079 $ 2,766 $ 164,845 Commitments and contingencies Stockholders’ Equity Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. 25 — 25 Additional paid-in capital 402,211 (2,190) (B) 400,021 Retained earnings (accumulated deficit) 515 2,267 2,782 Accumulated other comprehensive loss (326) (1) (327) Total Hyzon Motors Inc. stockholders’ equity 402,425 76 402,501 Noncontrolling interest (1,686) 326 (1,360) Total Stockholders’ Equity 400,739 402 401,141 Total Liabilities and Stockholders’ Equity $ 562,818 $ 3,168 $ 565,986 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statements of operations and comprehensive income (loss) for the periods indicated (in thousands, except per share amounts): Three Months Ended Nine Months Ended As Previously Reported Restatement Adjustments Restatement References As Restated As Previously Reported Restatement Adjustments Restatement References As Restated Revenue $ 962 $ (873) (A) $ 89 $ 962 $ (873) (A) $ 89 Operating expense: Cost of revenue 968 (764) (A) 204 968 (764) (A) 204 Research and development 4,822 (840) (A) 3,982 8,921 (840) (A) 8,081 Selling, general and administrative 44,784 (2,123) (A) , (B) 42,661 53,730 (2,123) (A) , (B) 51,607 Total operating expenses 50,574 (3,727) 46,847 63,619 (3,727) 59,892 Loss from operations (49,612) 2,854 (46,758) (62,657) 2,854 (59,803) Other income (expense): Change in fair value of private placement warrant liability 7,614 — 7,614 7,614 — 7,614 Change in fair value of earnout liability 73,615 (256) 73,359 73,615 (256) 73,359 Foreign currency exchange loss and other expense (110) (6) (116) (169) (6) (175) Interest expense, net (254) — (254) (5,249) — (5,249) Total other income (expense) 80,865 (262) 80,603 75,811 (262) 75,549 Net income $ 31,253 $ 2,592 $ 33,845 $ 13,154 $ 2,592 $ 15,746 Net loss attributable to noncontrolling interest (1,101) 325 (776) (1,632) 325 (1,307) Net income attributable to Hyzon $ 32,354 $ 2,267 $ 34,621 $ 14,786 $ 2,267 $ 17,053 Comprehensive income: Net income $ 31,253 $ 2,592 $ 33,845 $ 13,154 $ 2,592 $ 15,746 Foreign currency translation adjustment (205) 18 (187) (293) 20 (273) Comprehensive income $ 31,048 $ 2,610 $ 33,658 $ 12,861 $ 2,612 $ 15,473 Comprehensive loss attributable to noncontrolling interest (1,075) 326 (749) (1,594) 325 (1,269) Comprehensive income attributable to Hyzon $ 32,123 $ 2,284 $ 34,407 $ 14,455 $ 2,287 $ 16,742 Net income per share attributable to Hyzon: Basic $ 0.14 $ 0.01 $ 0.15 $ 0.08 $ 0.01 $ 0.09 Diluted $ 0.13 $ 0.01 $ 0.14 $ 0.07 $ 0.01 $ 0.08 Weighted average common shares outstanding: Basic 234,464 234,091 189,226 189,101 Diluted 246,263 246,480 200,968 200,984 The following table presents the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statement of changes in stockholders' equity (in thousands, except share data): Common Stock Class A Retained Earnings (Accumulated Deficit) Accumulative Other Comprehensive Income Total Hyzon Motors Inc. Stockholders' Equity (Deficit) Noncontrolling Interest Total Stockholders' Equity Shares Amount Additional Paid-in Capital Balance as of September 30, 2021 (As Previously Reported) 247,500,505 $ 25 $ 402,211 $ 515 $ (326) $ 402,425 $ (1,686) $ 400,739 Cumulative adjustments — — (2,190) 2,267 (1) 76 326 402 Balance as of September 30, 2021 (As Restated) 247,500,505 $ 25 $ 400,021 $ 2,782 $ (327) $ 402,501 $ (1,360) $ 401,141 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s condensed consolidated statement of cash flows (in thousands): Nine Months Ended As Previously Reported Restatement Adjustments*** As Restated Cash Flows from Operating Activities: Net income $ 13,154 $ 2,592 $ 15,746 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 671 — 671 Stock-based compensation 28,084 939 29,023 Loss on extinguishment of convertible notes 107 — 107 Noncash interest expense 5,449 — 5,449 Fair value adjustment of private placement warrant liability (7,614) — (7,614) Fair value adjustment of earnout liability (73,615) 256 (73,359) Changes in operating assets and liabilities: Accounts Receivable (5,712) — (5,712) Inventory (14,577) 2,569 (12,008) Prepaid expenses and other current assets (19,549) (89) (19,638) Other assets (150) — (150) Accounts payable 2,558 813 3,371 Accrued professional fees and other current liabilities 3,031 51 3,082 Operating lease liabilities (187) — (187) Related party payables 3,821 — 3,821 Contract liabilities 7,982 (3,137) 4,845 Other liabilities 311 — 311 Net cash used in operating activities (56,236) 3,994 (52,242) Cash Flows from Investing Activities: Purchases of property and equipment (8,810) — (8,810) Advanced payments for capital expenditures (3,948) (51) (3,999) Investment in equity securities (4,826) — (4,826) Net cash used in investing activities (17,584) (51) (17,635) Cash Flows from Financing Activities: Proceeds from issuance of common stock — — — Proceeds from Business Combination, net of redemption and transaction costs 512,936 (3,943) 508,993 Exercise of stock options 440 — 440 Payment of finance lease liability (135) — (135) Debt issuance costs (133) — (133) Proceeds from issuance of convertible notes 45,000 — 45,000 Net cash provided by financing activities 558,108 (3,943) 554,165 Effect of exchange rate changes on cash (853) — (853) Net change in cash and restricted cash 483,435 — 483,435 Cash—Beginning 17,139 — 17,139 Cash and restricted cash —Ending $ 500,574 $ — $ 500,574 Supplemental schedule of non-cash investing activities and financing activities: Lease assets obtained in exchange for lease obligations: Operating leases 1,206 5,597 6,803 Finance leases — — — Conversion of Legacy Hyzon common stock 73 — 73 Recognition of earnout liability in Business Combination 188,373 — 188,373 Recognition of private placement warrant liability in Business Combination 19,395 — 19,395 Horizon license agreement payable 10,000 — 10,000 Conversion of convertible notes for common stock 50,198 — 50,198 *** The adjustments within the condensed consolidated statement of cash flows for the nine months ended September 30, 2021 were due to the reconciliation of the changes in account balances used in preparing the statement of cash flows resulting from the various error corrections included in the above financial statements. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended | |||
Jul. 16, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | |
Cash | $ 498,014 | $ 17,139 | |||
Assets | 565,986 | 21,005 | |||
Liabilities | 164,845 | 6,244 | |||
Cash flows used in operating activities | $ 4 | (52,242) | |||
Payments to acquire businesses, gross | $ 509,000 | ||||
Hyzon Europe | |||||
Ownership interest | 50.50% | ||||
Assets | 29,600 | 1,000 | |||
Liabilities | $ 14,000 | $ 1,200 | |||
Holthausen | |||||
Ownership interest | 49.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2021 USD ($) segement | |
Summary of Significant Accounting Policies Details [Line Items] | |
Restricted cash | $ 2.6 |
Inventory raw materials | 11.5 |
Inventory work in process | $ 1.2 |
Number of Operating Segments | segement | 1 |
Number of Reportable Segments | segement | 1 |
Minimum | |
Summary of Significant Accounting Policies Details [Line Items] | |
Term Of Product Warrant | 1 year |
Maximum | |
Summary of Significant Accounting Policies Details [Line Items] | |
Term Of Product Warrant | 6 years |
Letter of Credit [Member] | |
Summary of Significant Accounting Policies Details [Line Items] | |
Restricted cash | $ 2.4 |
Business Combination - Summary
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Detail) $ in Thousands | 9 Months Ended | ||||||
Sep. 30, 2021 USD ($) shares | Jul. 15, 2021 shares | Jun. 30, 2021 shares | Dec. 31, 2020 shares | Sep. 30, 2020 shares | Jun. 30, 2020 shares | Jan. 20, 2020 shares | |
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Less: transaction costs allocated to equity | $ | $ (11,531) | ||||||
Effect of Business Combination, net of redemption and transaction costs | $ | 508,993 | ||||||
Effect of Business Combination, net of redemption and transaction costs | $ | 351,498 | ||||||
Conversion of convertible notes into common stock | $ | 50,198 | ||||||
Recognize earnout liability | $ | (188,373) | ||||||
Recognize private placement warrants liability | $ | (19,395) | ||||||
Recapitalization of Legacy Hyzon common shares | $ | 75 | ||||||
Less: transaction costs allocated to equity | $ | $ (11,531) | ||||||
Legacy Hyzon [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Shares, Outstanding | 97,897,396 | ||||||
Common Stock, Conversion Ratio | 1.772 | ||||||
Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 246,994,209 | ||||||
Ascent options [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 6,871,667 | ||||||
Legacy Hyzon [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 173,474,186 | ||||||
Conversion of Convertible Notes [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 5,022,052 | ||||||
DCRB trust [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Cash | $ | $ 179,727 | ||||||
DCRB trust [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 26,126,304 | ||||||
PIPE Financing [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Cash | $ | $ 340,797 | ||||||
PIPE Financing [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 35,500,000 | ||||||
Founders Shares [Member] | DCRB trust [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 5,643,125 | ||||||
Common Stock | Common Class A [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Shares, Outstanding | 247,500,505 | 166,257,900 | 166,125,000 | 148,405,000 | 148,405,000 | 148,405,000 | |
Common Stock | Business Combination [Member] | Common Class A [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 73,520,023 | ||||||
Common Stock | DCRB trust [Member] | Business Combination [Member] | |||||||
Business Combination, Separately Recognized Transactions [Line Items] | |||||||
Total shares of Common Stock immediately after Business Combination | 20,483,179 |
Business Combination - Summar_2
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | $ 11,531 |
Liability Classified Earnout Shares [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | 3,300 |
DCRB trust [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Redemption of liabilities | 24,900 |
PIPE Financing [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business combination transaction costs | $ 14,200 |
Business Combination - Addition
Business Combination - Additional Information (Detail) | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||||
Jul. 16, 2021 USD ($) $ / shares shares | Jul. 15, 2021 shares | Oct. 22, 2020 $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Sep. 30, 2020 USD ($) | Sep. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | |
Business Acquisition [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Stockholders equity note, stock split, conversion ratio | 1.772 | ||||||
Proceeds from issuance of common stock | $ | $ 84,000 | $ 0 | |||||
Common stock issued, value | $ | $ 0 | ||||||
Recognize earnout liability | $ | 188,373,000 | 188,373,000 | |||||
Business combination allocated share based expense related to earnout awards | $ | $ 14,000,000 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 1 | ||||||
Conversion of Stock, Amount Issued | $ | $ 1,500,000 | ||||||
Number of common shares | 5,022,052 | ||||||
Chief Executive Officer | |||||||
Business Acquisition [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 514,500 | ||||||
IPO | |||||||
Business Acquisition [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 22,572,502 | ||||||
Private Placement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,500,000 | 6,514,500 | |||||
New Hyzon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued | 23,250,000 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Maximum earnout period | 5 years | ||||||
Maximum earnout shares issued | 5,250,000 | ||||||
New Hyzon [Member] | Tranche One [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Sale of stock price | $ / shares | $ 18 | ||||||
Number of shares issued | 9,000,000 | ||||||
New Hyzon [Member] | Tranche Two [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Sale of stock price | $ / shares | $ 20 | ||||||
Number of shares issued | 9,000,000 | ||||||
New Hyzon [Member] | Tranche Three [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Sale of stock price | $ / shares | $ 35 | ||||||
Number of shares issued | 5,250,000 | ||||||
Ascent options [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business combination share based compensation by share based award exercise price per share of options excercised | $ / shares | $ 2.73 | ||||||
Business combination share based compensation by share based award number of shares as a result of options excercised before business combination | 3,900,000 | ||||||
Business combination share based compensation by share based award number of shares as a result of options excercised after business combination | 6,900,000 | ||||||
PIPE Financing [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Debt instrument principal amount | $ | $ 45,000,000 | ||||||
Percentage of price per share of converted shares equal to price per share paid by the pipe financing investors | 90% | ||||||
Debt instrument shares converted | 5,022,052 | ||||||
Legacy Hyzon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Recognize earnout liability | $ | $ 115,000,000 | $ 188,400,000 | $ 188,400,000 | ||||
Common Class A [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Issued and outstanding share | 246,994,209 | ||||||
Number of common shares | 7,200,000 | ||||||
Common Class A [Member] | Stock options with market and performance conditions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Reserved shares of common stock | 21,700,000 | ||||||
Common Class A [Member] | PIPE Financing [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock issued, shares | 35,500,000 | ||||||
Sale of stock price | $ / shares | $ 10 | ||||||
Common stock issued, value | $ | $ 355,000,000 | ||||||
Common Class A [Member] | Legacy Hyzon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | ||||||
Stockholders equity note, stock split, conversion ratio | 1.772 | ||||||
Proceeds from issuance of common stock | $ | $ 173,400,000 | ||||||
Legacy Hyzon [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares, Issued | 4,100,000 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Contract liabilities | $ 7,846 | $ 2,608 |
Remaining performance obligations | $ 14,600 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deposit for fuel cell components (Note 14) | $ 5,000 | |
Vehicle inventory deposits | 5,996 | $ 577 |
Production equipment deposits | 3,948 | |
Other current assets | 1,050 | 271 |
Prepaid Insurance | 7,505 | |
Value Added Tax Receivable | 1,196 | |
Total prepaid expenses and other current assets | $ 24,695 | $ 848 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 9,341 | $ 431 |
Less: Accumulated depreciation and amortization | (463) | (13) |
Property and equipment, net | 8,878 | 418 |
Land and Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 2,424 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 5,728 | 371 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 168 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | 358 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant equipment gross | $ 663 | $ 60 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Depreciation and amortization expenses | $ 99 | $ 671 | |
Depreciation, Depletion and Amortization | $ 200 | $ 500 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended |
Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible notes | $ 45,000 | $ 500 | $ 45,000 | |
Number of common shares | 5,022,052 | |||
Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1% | 1% | ||
Interest expenses | $ 300 | $ 200 | ||
Change in value of bifurcated embedded derivative | $ 5,000 |
Investments in Equity Securit_2
Investments in Equity Securities - Additional Information (Detail) - USD ($) $ in Millions | Jul. 29, 2021 | Sep. 30, 2021 | Jul. 30, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 5 | $ 0.1 | ||
Global NRG H2 Limited [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 2.5 | $ 0.1 | ||
Raven SR, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 2.5 | |||
Equity method investment, description of principal activities | Raven SR granted to the Company a right of first refusal to co-invest in up to 100 of Raven SR’s first 200 solid waste-to-hydrogen generation and production facilities hubs), and up to 150 of Raven SR’s gas-to-hydrogen generation and production facilities across the United States on a hub-by-hub basis. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 | |
Deferred tax assets net | 12.2 | 12.2 | $ 3.1 | |
Unrecognized tax benefit | 0 | 0 | 0 | |
Accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jul. 16, 2021 |
Private Placements Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 19,400 | |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | $ 115,014 | |
Fair Value, Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout shares liability | 115,014 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 11,781 | |
Fair Value, Recurring [Member] | Private Placements Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 11,781 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Quantitative Information Regarding Level 3 Fair Value Measurement Inputs (Detail) | Sep. 30, 2021 yr | Jul. 16, 2021 yr |
Private Placements Warrants [Member] | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 6.94 | 10.33 |
Private Placements Warrants [Member] | Exercise price (strike price) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 11.50 | 11.50 |
Private Placements Warrants [Member] | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.009 | 0.008 |
Private Placements Warrants [Member] | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.6000 | 0.3420 |
Private Placements Warrants [Member] | Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.79 | 5 |
Earnout shares liability [Member] | Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 6.94 | 10.33 |
Earnout shares liability [Member] | Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.009 | 0.008 |
Earnout shares liability [Member] | Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.9000 | 0.9000 |
Earnout shares liability [Member] | Remaining term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.79 | 5 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of the Changes in the Liability for Private Placement Warrants (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Private Placements Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of July 16, 2021 | $ 19,395 |
Change in estimated fair value | (7,614) |
Balance as of September 30, 2021 | 11,781 |
Earnout shares liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of July 16, 2021 | 188,373 |
Change in estimated fair value | (73,359) |
Balance as of September 30, 2021 | $ 115,014 |
Stock-based Compensation Plans
Stock-based Compensation Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jul. 31, 2021 | Sep. 30, 2021 USD ($) $ / shares shares | Mar. 31, 2020 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / shares shares | Jun. 24, 2021 shares | Sep. 30, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average exercise price | $ / shares | $ 1.13 | $ 1.13 | |||||
Exchange Ratio | 1.772 | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||||||
Share-based payment arrangement, expense | $ | $ 28,100 | $ 12,600 | $ 29,000 | ||||
Number of shares available for grant | 134,672 | 134,672 | |||||
Weighted average grant date fair value | $ / shares | $ 1.68 | ||||||
Exercise of stock options, shares | 221,500 | 354,409 | |||||
Stock issued during period, value, stock options exercised | $ | $ 250 | $ 190 | $ 400 | ||||
Share-based payment award, options were forfeited or replaced | 107,206 | 174,542 | |||||
Share-based payment award, options, outstanding | 19,757,800 | 19,757,800 | |||||
Former CTO Retirement Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Related party transaction fees payable per month | $ | $ 20 | ||||||
Share-based payment award, shares vested and expected to vest | 1,772,000 | 1,772,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting installments period | employment agreement with the Company will continue to vest annually in equal installments from April 1, 2022 through April 1, 2025. | ||||||
Salary expense | $ | $ 500 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted | 2,622,589 | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | 5 years | |||||
Number of shares available for grant | 864,765 | 864,765 | |||||
Weighted average grant date fair value | $ / shares | $ 8.04 | $ 4.44 | |||||
Share-based payment award, options were forfeited or replaced | 450,643 | ||||||
Share-based payment award, options, outstanding | 2,171,946 | 2,171,946 | 0 | ||||
Restricted Stock Units (RSUs) [Member] | Former CTO Retirement Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock issued, shares | 250,000 | ||||||
Share-based payment arrangement, expense | $ | $ 13,400 | ||||||
Stock Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reserved shares of common stock | 16,250,000 | 16,250,000 | |||||
Options exercise period date of grant | 15 years | ||||||
2020 Stock Incentive Plan [Member] | Legacy Hyzon [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exchange Ratio | 1.772 | ||||||
2021 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reserved shares of common stock | 23,226,543 | ||||||
Business combination share based compensation by share based payment award shares subject to outstanding awards converted into awards | 21,339,493 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Jul. 16, 2021 | |
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | 19,300,742 | |
Class of warrant or right, exercise price of warrants or rights | $ 0.01 | |
Minimum notice period | 30 days | |
Number of trading days determining share price | 20 days | |
Number of days determining share price | 30 days | |
Warrant price | $ 0.10 | |
Gain loss on derivative instruments, net, pretax | $ 7.6 | |
Private Placements Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Derivative liabilities | $ 19.4 | |
Share Price Equals Or Exceeds Ten USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 10 | |
Share Price Less Than Eighteen USD [Member] | ||
Class of Warrant or Right [Line Items] | ||
Share price | $ 18 | |
Refered To As Thity Day Redemption Period [Member] | ||
Class of Warrant or Right [Line Items] | ||
Minimum notice period | 30 days | |
Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights, Number of securities called by each warrant or right | 1 | |
Investment company, redemption fee, per share | $ 18 | |
Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrant, exercise price, increase | $ 11.50 | |
Public Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | 11,286,242 | |
Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrant or right, outstanding | 8,014,500 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 EUR (€) shares | Jul. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Sep. 30, 2020 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2021 USD ($) $ / shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2020 USD ($) $ / shares | |
Related Party Transaction [Line Items] | |||||||||
Horizon IP agreement payable | $ 10,000 | $ 10,000 | |||||||
Related party liability | 3,800 | 3,800 | $ 600 | ||||||
Compensation cost | $ 1,200 | $ 100 | $ 400 | $ 1,800 | |||||
Contract with Customer, Asset, Purchase | $ 100 | ||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Subsequent Event | Hyzon Europe | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consolidation, Less Than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchases Of Interest By Parent, Percentage | 49.50% | 49.50% | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent, Shares | shares | 1,485,000 | 1,485,000 | |||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.01 | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent | $ 5,840 | € 5,520 | |||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 100% | 100% | |||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 4,760 | € 4,500 | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent, Liabilities Assumed | $ 1,080 | € 1,020 | |||||||
Joint Venture Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Due from Related Parties | $ 800 | $ 800 | |||||||
Fuel Cell Technologies [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Deposit payment | 5,000 | ||||||||
Horizon IP Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction, Amounts of transaction | $ 6,900 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||||||
Net Income (Loss) Attributable to Parent | $ 34,621 | $ (556) | $ (296) | $ (17,568) | $ (854) | $ 17,053 | $ (854) |
Weighted average shares outstanding: | |||||||
Basic | 234,091,000 | 148,405,000 | 148,405,000 | 189,101,000 | 148,405,000 | ||
Effect of dilutive securities | 12,389,000 | 11,883,000 | |||||
Diluted | 246,480,000 | 148,405,000 | 148,405,000 | 200,984,000 | 148,405,000 | ||
Earnings/ (loss) per share attributable to Hyzon: | |||||||
Basic | $ 0.15 | $ (0.01) | $ 0.09 | $ (0.01) | |||
Diluted | $ 0.14 | $ (0.01) | $ 0.08 | $ (0.01) |
Earnings per Share - Schedule_2
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock options and restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 426 | 0 | 426 | 0 |
Stock options with market and performance conditions [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 5,538 | 0 | 5,538 | 0 |
Warrant | Private Placement Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,015 | 0 | 8,015 | 0 |
Warrant | Public Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 11,286 | 0 | 11,286 | 0 |
Earnout shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 23,250 | 0 | 23,250 | 0 |
Ardour Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 326 | 0 | 326 | 0 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders equity note, stock split, conversion ratio | 1.772 |
Accounting Changes and Error _3
Accounting Changes and Error Corrections (Details) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 USD ($) | Sep. 30, 2021 USD ($) segement | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2020 USD ($) | Jan. 20, 2020 USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 89 | $ 89 | ||||||
Selling, general and administrative | 42,661 | $ 436 | $ 670 | 51,607 | ||||
Research and development | 3,982 | 104 | 163 | 8,081 | ||||
Prepaid expenses and other current assets | 24,695 | 24,695 | $ 848 | |||||
Inventory | 12,691 | 12,691 | ||||||
Contract liabilities | 7,846 | 7,846 | 2,608 | |||||
Operating Lease, Right-of-Use Asset | 7,962 | 7,962 | 1,656 | |||||
Current portion of lease liabilities | 1,164 | 1,164 | 618 | |||||
Lease liabilities | 7,111 | 7,111 | 1,181 | |||||
Change in fair value of earnout liability | 73,359 | 73,359 | ||||||
Earnout liability | 115,014 | $ 115,014 | ||||||
Number Of Vehicles | segement | 5 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 401,141 | (768) | (768) | $ 401,141 | $ (12,400) | 14,761 | $ (212) | $ 84 |
Additional Paid-in Capital [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 400,021 | $ 69 | $ 69 | 400,021 | $ 20,128 | $ 29,122 | $ 69 | $ 69 |
Revision of Prior Period, Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | (873) | (873) | ||||||
Selling, general and administrative | (2,123) | (2,123) | ||||||
Research and development | (840) | (840) | ||||||
Prepaid expenses and other current assets | 140 | 140 | ||||||
Inventory | (2,569) | (2,569) | ||||||
Contract liabilities | (3,138) | (3,138) | ||||||
Business Acquisition, Transaction Costs | 3,100 | 3,100 | ||||||
Operating Lease, Right-of-Use Asset | 5,597 | 5,597 | ||||||
Current portion of lease liabilities | 416 | 416 | ||||||
Lease liabilities | 5,181 | 5,181 | ||||||
Change in fair value of earnout liability | (256) | (256) | ||||||
Earnout liability | 256 | 256 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402 | 402 | ||||||
Revision of Prior Period, Adjustment | Additional Paid-in Capital [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (2,190) | (2,190) | ||||||
Revision of Prior Period, Adjustment | Hyzon Europe | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | 900 | |||||||
Cost of Revenue | 800 | |||||||
Selling, general and administrative | 100 | |||||||
Research and development | 800 | |||||||
Prepaid expenses and other current assets | 100 | 100 | ||||||
Inventory | 2,600 | 2,600 | ||||||
Contract liabilities | 3,100 | 3,100 | ||||||
Operating Lease, Right-of-Use Asset | 5,600 | 5,600 | ||||||
Current portion of lease liabilities | 400 | 400 | ||||||
Lease liabilities | 5,200 | 5,200 | ||||||
Previously Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | 962 | 962 | ||||||
Selling, general and administrative | 44,784 | 53,730 | ||||||
Research and development | 4,822 | 8,921 | ||||||
Prepaid expenses and other current assets | 24,555 | 24,555 | ||||||
Inventory | 15,260 | 15,260 | ||||||
Contract liabilities | 10,984 | 10,984 | ||||||
Operating Lease, Right-of-Use Asset | 2,365 | 2,365 | ||||||
Current portion of lease liabilities | 748 | 748 | ||||||
Lease liabilities | 1,930 | 1,930 | ||||||
Change in fair value of earnout liability | 73,615 | 73,615 | ||||||
Earnout liability | 114,758 | 114,758 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 400,739 | 400,739 | ||||||
Previously Reported | Additional Paid-in Capital [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402,211 | 402,211 | ||||||
Revision of Prior Period, Error Correction, Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Selling, general and administrative | 900 | |||||||
Change in fair value of earnout liability | 300 | |||||||
Earnout liability | 300 | 300 | ||||||
Revision of Prior Period, Error Correction, Adjustment | Additional Paid-in Capital [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 900 | $ 900 |
Accounting Changes and Error _4
Accounting Changes and Error Corrections (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jan. 20, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cash | $ 498,014 | $ 17,139 | ||||
Accounts receivable | 5,991 | |||||
Inventory | 12,691 | |||||
Prepaid expenses and other current assets | 24,695 | 848 | ||||
Assets, Current | 541,391 | 17,987 | ||||
Property, plant, and equipment, net | 8,878 | 418 | ||||
Operating Lease, Right-of-Use Asset | 7,962 | 1,656 | ||||
Restricted cash and other assets | 7,755 | 212 | ||||
Assets | 565,986 | 21,005 | ||||
Deferred merger transaction costs | 732 | |||||
Accounts payable | 2,851 | 215 | ||||
Accrued professional fees | 1,003 | 900 | ||||
Other accrued expenses | 3,205 | 162 | ||||
Related party payables | 4,554 | 560 | ||||
Horizon IP agreement payable | 10,000 | |||||
Contract liabilities | 7,846 | 2,608 | ||||
Current portion of lease liabilities | 1,164 | 618 | ||||
Liabilities, Current | 30,623 | 5,063 | ||||
Lease liabilities | 7,111 | 1,181 | ||||
Private placement warrant liability | 11,781 | |||||
Earnout liability | 115,014 | |||||
Other liabilities | 316 | |||||
Liabilities | 164,845 | 6,244 | ||||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 25 | 17 | ||||
Additional paid-in capital | 400,021 | 29,122 | ||||
Retained Earnings (Accumulated Deficit) | 2,782 | (14,271) | ||||
Accumulated other comprehensive loss | (327) | (16) | ||||
Stockholders' Equity Attributable to Parent | 402,501 | 14,852 | ||||
Noncontrolling interest | (1,360) | (91) | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 401,141 | $ (12,400) | 14,761 | $ (768) | $ (212) | $ 84 |
Liabilities and Equity | 565,986 | $ 21,005 | ||||
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cash | 498,014 | |||||
Accounts receivable | 5,991 | |||||
Inventory | 15,260 | |||||
Prepaid expenses and other current assets | 24,555 | |||||
Assets, Current | 543,820 | |||||
Property, plant, and equipment, net | 8,878 | |||||
Operating Lease, Right-of-Use Asset | 2,365 | |||||
Restricted cash and other assets | 7,755 | |||||
Assets | 562,818 | |||||
Accounts payable | 2,851 | |||||
Accrued professional fees | 1,003 | |||||
Other accrued expenses | 3,154 | |||||
Related party payables | 4,554 | |||||
Horizon IP agreement payable | 10,000 | |||||
Contract liabilities | 10,984 | |||||
Current portion of lease liabilities | 748 | |||||
Liabilities, Current | 33,294 | |||||
Lease liabilities | 1,930 | |||||
Private placement warrant liability | 11,781 | |||||
Earnout liability | 114,758 | |||||
Other liabilities | 316 | |||||
Liabilities | 162,079 | |||||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 25 | |||||
Additional paid-in capital | 402,211 | |||||
Retained Earnings (Accumulated Deficit) | 515 | |||||
Accumulated other comprehensive loss | (326) | |||||
Stockholders' Equity Attributable to Parent | 402,425 | |||||
Noncontrolling interest | (1,686) | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 400,739 | |||||
Liabilities and Equity | 562,818 | |||||
Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Cash | 0 | |||||
Accounts receivable | 0 | |||||
Inventory | (2,569) | |||||
Prepaid expenses and other current assets | 140 | |||||
Assets, Current | (2,429) | |||||
Property, plant, and equipment, net | 0 | |||||
Operating Lease, Right-of-Use Asset | 5,597 | |||||
Restricted cash and other assets | 0 | |||||
Assets | 3,168 | |||||
Accounts payable | 0 | |||||
Accrued professional fees | 0 | |||||
Other accrued expenses | 51 | |||||
Related party payables | 0 | |||||
Horizon IP agreement payable | 0 | |||||
Contract liabilities | (3,138) | |||||
Current portion of lease liabilities | 416 | |||||
Liabilities, Current | (2,671) | |||||
Lease liabilities | 5,181 | |||||
Private placement warrant liability | 0 | |||||
Earnout liability | 256 | |||||
Other liabilities | 0 | |||||
Liabilities | 2,766 | |||||
Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,500,505 and 166,125,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively. | 0 | |||||
Additional paid-in capital | (2,190) | |||||
Retained Earnings (Accumulated Deficit) | 2,267 | |||||
Accumulated other comprehensive loss | (1) | |||||
Stockholders' Equity Attributable to Parent | 76 | |||||
Noncontrolling interest | 326 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402 | |||||
Liabilities and Equity | $ 3,168 |
Accounting Changes and Error _5
Accounting Changes and Error Corrections (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | 8 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | $ 89 | $ 89 | |||||
Cost of revenue | 204 | 204 | |||||
Research and development | 3,982 | $ 104 | $ 163 | 8,081 | |||
Selling, general and administrative | 42,661 | 436 | 670 | 51,607 | |||
Operating Expenses | 46,847 | 540 | 833 | 59,892 | |||
Operating Income (Loss) | (46,758) | (540) | (833) | (59,803) | |||
Fair Value Adjustment of Warrants | 7,614 | 7,614 | |||||
Change in fair value of earnout liability | 73,359 | 73,359 | |||||
Foreign currency exchange loss and other expense | (116) | (1) | (1) | (175) | |||
Investment Income, Investment Expense | (254) | (15) | (20) | (5,249) | |||
Other Nonoperating Income (Expense) | 80,603 | (16) | (21) | 75,549 | |||
Net income (loss) | 33,845 | (556) | (854) | 15,746 | |||
Net loss attributable to noncontrolling interest | (776) | $ (531) | (1,307) | ||||
Net Income (Loss) Attributable to Parent | 34,621 | (556) | $ (296) | $ (17,568) | (854) | 17,053 | $ (854) |
Foreign currency translation adjustment | (187) | (273) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 33,658 | (556) | (854) | 15,473 | |||
Comprehensive loss attributable to noncontrolling interest | (749) | (1,269) | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 34,407 | $ (556) | $ (854) | $ 16,742 | |||
Basic | $ 0.15 | $ (0.01) | $ 0.09 | $ (0.01) | |||
Diluted | $ 0.14 | $ (0.01) | $ 0.08 | $ (0.01) | |||
Basic | 234,091,000 | 148,405,000 | 148,405,000 | 189,101,000 | 148,405,000 | ||
Diluted | 246,480,000 | 148,405,000 | 148,405,000 | 200,984,000 | 148,405,000 | ||
Previously Reported | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | $ 962 | $ 962 | |||||
Cost of revenue | 968 | 968 | |||||
Research and development | 4,822 | 8,921 | |||||
Selling, general and administrative | 44,784 | 53,730 | |||||
Operating Expenses | 50,574 | 63,619 | |||||
Operating Income (Loss) | (49,612) | (62,657) | |||||
Fair Value Adjustment of Warrants | 7,614 | 7,614 | |||||
Change in fair value of earnout liability | 73,615 | 73,615 | |||||
Foreign currency exchange loss and other expense | (110) | (169) | |||||
Investment Income, Investment Expense | (254) | (5,249) | |||||
Other Nonoperating Income (Expense) | 80,865 | 75,811 | |||||
Net income (loss) | 31,253 | 13,154 | |||||
Net loss attributable to noncontrolling interest | (1,101) | (1,632) | |||||
Net Income (Loss) Attributable to Parent | 32,354 | 14,786 | |||||
Foreign currency translation adjustment | (205) | (293) | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 31,048 | 12,861 | |||||
Comprehensive loss attributable to noncontrolling interest | (1,075) | (1,594) | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 32,123 | $ 14,455 | |||||
Basic | $ 0.14 | $ 0.08 | |||||
Diluted | $ 0.13 | $ 0.07 | |||||
Basic | 234,464,000 | 189,226,000 | |||||
Diluted | 246,263,000 | 200,968,000 | |||||
Revision of Prior Period, Adjustment | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Revenue | $ (873) | $ (873) | |||||
Cost of revenue | (764) | (764) | |||||
Research and development | (840) | (840) | |||||
Selling, general and administrative | (2,123) | (2,123) | |||||
Operating Expenses | (3,727) | (3,727) | |||||
Operating Income (Loss) | 2,854 | 2,854 | |||||
Fair Value Adjustment of Warrants | 0 | 0 | |||||
Change in fair value of earnout liability | (256) | (256) | |||||
Foreign currency exchange loss and other expense | (6) | (6) | |||||
Investment Income, Investment Expense | 0 | 0 | |||||
Other Nonoperating Income (Expense) | (262) | (262) | |||||
Net income (loss) | 2,592 | 2,592 | |||||
Net loss attributable to noncontrolling interest | 325 | 325 | |||||
Net Income (Loss) Attributable to Parent | 2,267 | 2,267 | |||||
Foreign currency translation adjustment | 18 | 20 | |||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 2,610 | 2,612 | |||||
Comprehensive loss attributable to noncontrolling interest | 326 | 325 | |||||
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $ 2,284 | $ 2,287 | |||||
Basic | $ 0.01 | $ 0.01 | |||||
Diluted | $ 0.01 | $ 0.01 |
Accounting Changes and Error _6
Accounting Changes and Error Corrections (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jan. 20, 2020 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 401,141 | $ (12,400) | $ 14,761 | $ (768) | $ (212) | $ 84 |
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 400,739 | |||||
Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402 | |||||
Additional Paid-in Capital [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 400,021 | 20,128 | 29,122 | 69 | 69 | 69 |
Additional Paid-in Capital [Member] | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402,211 | |||||
Additional Paid-in Capital [Member] | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (2,190) | |||||
Retained Earnings (Accumulated Deficit) [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,782 | (31,839) | (14,271) | (852) | (296) | |
Retained Earnings (Accumulated Deficit) [Member] | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 515 | |||||
Retained Earnings (Accumulated Deficit) [Member] | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 2,267 | |||||
Accumulated Other Comprehensive Loss [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (327) | (95) | (16) | |||
Accumulated Other Comprehensive Loss [Member] | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (326) | |||||
Accumulated Other Comprehensive Loss [Member] | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1) | |||||
Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402,501 | (11,789) | 14,852 | (768) | $ (212) | $ 84 |
Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 402,425 | |||||
Total Hyzon Motors Inc. stockholders' Equity (Deficit) [Member] | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 76 | |||||
Noncontrolling Interest [Member] | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,360) | $ (611) | $ (91) | $ 0 | ||
Noncontrolling Interest [Member] | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,686) | |||||
Noncontrolling Interest [Member] | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 326 | |||||
Common Class A [Member] | Common Stock | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Shares, Outstanding | 247,500,505 | 166,257,900 | 166,125,000 | 148,405,000 | 148,405,000 | 148,405,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 25 | $ 17 | $ 17 | $ 15 | $ 15 | $ 15 |
Common Class A [Member] | Common Stock | Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Shares, Outstanding | 247,500,505 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 25 | |||||
Common Class A [Member] | Common Stock | Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Shares, Outstanding | 0 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 0 |
Accounting Changes and Error _7
Accounting Changes and Error Corrections (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net income (loss) | $ 33,845 | $ (556) | $ (854) | $ 15,746 | ||
Depreciation and amortization | 99 | 671 | ||||
Stock-based compensation | 29,023 | |||||
Gain (Loss) on Extinguishment of Debt | 107 | |||||
Noncash interest expense | 5,449 | |||||
Fair Value Adjustment of Warrants | (7,614) | (7,614) | ||||
Change in fair value of earnout liability | (73,359) | (73,359) | ||||
Increase (Decrease) in Accounts Receivable | (5,712) | |||||
Increase (Decrease) in Inventories | (12,008) | |||||
Increase (Decrease) in Prepaid Expense and Other Assets | (19,638) | |||||
Increase (Decrease) in Other Operating Assets | (14) | (150) | ||||
Accounts payable | 3,371 | |||||
Accrued professional fees and other current liabilities | 17 | 3,082 | ||||
Operating lease liabilities | (187) | |||||
Related party payables | 756 | 3,821 | ||||
Contract liabilities | 4,845 | |||||
Other liabilities | 311 | |||||
Net Cash Provided by (Used in) Operating Activities | 4 | (52,242) | ||||
Payments to Acquire Property, Plant, and Equipment | (133) | (8,810) | ||||
Advanced Payments For Capital Expenditures | (3,999) | |||||
Payments to Acquire Marketable Securities | 0 | (4,826) | ||||
Net Cash Provided by (Used in) Investing Activities | (133) | (17,635) | ||||
Proceeds from issuance of common stock | 84 | 0 | ||||
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) | 508,993 | |||||
Exercise of stock options | 440 | |||||
Payment Of Finance Lease Liability | (12) | (135) | ||||
Payments of Debt Issuance Costs | (133) | |||||
Proceeds from issuance of convertible notes | $ 45,000 | 500 | 45,000 | |||
Net Cash Provided by (Used in) Financing Activities | 572 | 554,165 | ||||
Effect of exchange rate changes on cash | 1 | (853) | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 444 | 483,435 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 500,574 | $ 444 | 444 | 500,574 | $ 17,139 | |
Operating leases | 6,803 | |||||
Conversion of Legacy Hyzon common stock | 73 | |||||
Recognition of earnout liability in Business Combination | 188,373 | |||||
Recognition of private placement warrant liability in Business Combination | 19,395 | |||||
Horizon license agreement payable | 10,000 | |||||
Conversion of convertible notes for common stock | 50,198 | |||||
Finance leases | $ 886 | 0 | ||||
Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net income (loss) | 31,253 | 13,154 | ||||
Depreciation and amortization | 671 | |||||
Stock-based compensation | 28,084 | |||||
Gain (Loss) on Extinguishment of Debt | 107 | |||||
Noncash interest expense | 5,449 | |||||
Fair Value Adjustment of Warrants | (7,614) | (7,614) | ||||
Change in fair value of earnout liability | (73,615) | (73,615) | ||||
Increase (Decrease) in Accounts Receivable | (5,712) | |||||
Increase (Decrease) in Inventories | (14,577) | |||||
Increase (Decrease) in Prepaid Expense and Other Assets | (19,549) | |||||
Increase (Decrease) in Other Operating Assets | (150) | |||||
Accounts payable | 2,558 | |||||
Accrued professional fees and other current liabilities | 3,031 | |||||
Operating lease liabilities | (187) | |||||
Related party payables | 3,821 | |||||
Contract liabilities | 7,982 | |||||
Other liabilities | 311 | |||||
Net Cash Provided by (Used in) Operating Activities | (56,236) | |||||
Payments to Acquire Property, Plant, and Equipment | (8,810) | |||||
Advanced Payments For Capital Expenditures | (3,948) | |||||
Payments to Acquire Marketable Securities | (4,826) | |||||
Net Cash Provided by (Used in) Investing Activities | (17,584) | |||||
Proceeds from issuance of common stock | 0 | |||||
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) | 512,936 | |||||
Exercise of stock options | 440 | |||||
Payment Of Finance Lease Liability | (135) | |||||
Payments of Debt Issuance Costs | (133) | |||||
Proceeds from issuance of convertible notes | 45,000 | |||||
Net Cash Provided by (Used in) Financing Activities | 558,108 | |||||
Effect of exchange rate changes on cash | (853) | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 483,435 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 500,574 | 500,574 | 17,139 | |||
Operating leases | 1,206 | |||||
Conversion of Legacy Hyzon common stock | 73 | |||||
Recognition of earnout liability in Business Combination | 188,373 | |||||
Recognition of private placement warrant liability in Business Combination | 19,395 | |||||
Horizon license agreement payable | 10,000 | |||||
Conversion of convertible notes for common stock | 50,198 | |||||
Finance leases | 0 | |||||
Revision of Prior Period, Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Net income (loss) | 2,592 | 2,592 | ||||
Depreciation and amortization | 0 | |||||
Stock-based compensation | 939 | |||||
Gain (Loss) on Extinguishment of Debt | 0 | |||||
Noncash interest expense | 0 | |||||
Fair Value Adjustment of Warrants | 0 | 0 | ||||
Change in fair value of earnout liability | 256 | 256 | ||||
Increase (Decrease) in Accounts Receivable | 0 | |||||
Increase (Decrease) in Inventories | 2,569 | |||||
Increase (Decrease) in Prepaid Expense and Other Assets | (89) | |||||
Increase (Decrease) in Other Operating Assets | 0 | |||||
Accounts payable | 813 | |||||
Accrued professional fees and other current liabilities | 51 | |||||
Operating lease liabilities | 0 | |||||
Related party payables | 0 | |||||
Contract liabilities | (3,137) | |||||
Other liabilities | 0 | |||||
Net Cash Provided by (Used in) Operating Activities | 3,994 | |||||
Payments to Acquire Property, Plant, and Equipment | 0 | |||||
Advanced Payments For Capital Expenditures | (51) | |||||
Payments to Acquire Marketable Securities | 0 | |||||
Net Cash Provided by (Used in) Investing Activities | (51) | |||||
Proceeds from issuance of common stock | 0 | |||||
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) | (3,943) | |||||
Exercise of stock options | 0 | |||||
Payment Of Finance Lease Liability | 0 | |||||
Payments of Debt Issuance Costs | 0 | |||||
Proceeds from issuance of convertible notes | 0 | |||||
Net Cash Provided by (Used in) Financing Activities | (3,943) | |||||
Effect of exchange rate changes on cash | 0 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect | 0 | |||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 0 | 0 | $ 0 | |||
Operating leases | 5,597 | |||||
Conversion of Legacy Hyzon common stock | 0 | |||||
Recognition of earnout liability in Business Combination | 0 | |||||
Recognition of private placement warrant liability in Business Combination | 0 | |||||
Horizon license agreement payable | 0 | |||||
Conversion of convertible notes for common stock | 0 | |||||
Finance leases | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Subsequent Event | Global NRG H2 Limited [Member] | |
Subsequent Event [Line Items] | |
Equity Securities without Readily Determinable Fair Value, Impairment Loss, Annual Amount | $ 2.5 |