Restatement of Previously Issued Financial Statements | 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 Financial Statements”) should no longer be relied upon. Details of the restated consolidated financial statements as of and for the fiscal year ended December 31, 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 China fuel cell electric vehicle ("FCEV") transactions, and adjustments to correct errors related to the recognition of revenue and associated balances for European FCEV transactions. 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 Restatements 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. Inventory, Note 7. Prepaid Expenses and Other Current Assets, Note 8. Property, Plant, and Equipment, net, Note 9. Accrued Liabilities, Note 13. Income Taxes, Note 14. Fair Value Measurements, Note 17. Stockholders' Equity, Note 18. Related Party Transactions, and Note 19. Loss per Share. Restatement Items A. Hyzon China 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 Company determined that it incorrectly recorded revenue and cost of revenue related to certain FCEVs delivered to customers in China in the fourth quarter of 2021, as the Company did not meet all relevant revenue recognition requirements under U.S. GAAP related to these vehicles. The Company determined that for all Hyzon China revenue transactions the alternative method for revenue recognition was appropriate because the contract existence criteria were not met. For 62 FCEVs, while control of such FCEVs was transferred to the customer prior to December 31, 2021, the Company's obligation to deliver functioning FCEVs was not fully satisfied for revenue recognition purposes as of December 31, 2021, as certain of the FCEVs were not commissioned prior to December 31, 2021. For the other 20 FCEVs, the Company concluded it incorrectly recorded revenue in the fourth quarter of 2021, as it had not yet transferred control of the FCEVs to the customer, nor fully satisfied the obligation to deliver fully functioning FCEVs until the third quarter of 2022. Additionally, for both of the Hyzon China revenue transactions, the Company incorrectly recorded VAT receivable from customers totaling $1.8 million as of December 31, 2021. The Company determined that consideration received from those customers should have first been applied against any VAT receivables and then recorded within contract liabilities until the revenue recognition criteria under the Alternative Method of Revenue Recognition are met. Correction of the errors decreased Revenue by $4.0 million and Cost of revenue by $3.1 million, increased Selling, general and administrative expense by $0.3 million, decreased Prepaid expenses and other current assets by $0.9 million, Other long-term assets by $0.9 million, and Other long-term liabilities by $0.9 million, and increased Inventory by $2.9 million, Accrued liabilities by $0.7 million and Contract liabilities by $2.5 million. B. Hyzon Europe revenue transactions - 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 $2.1 million, Cost of revenue by $2.5 million, Research and development expense by $0.8 million, increased Selling, general and administrative expense by $0.1 million, decreased Inventory by $0.9 million, Accrued liabilities by $0.1 million, and Contract liabilities by $1.9 million. C. 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 statements captions have been reclassified to conform to the to the current presentation in the consolidated financial statements and the accompanying notes. Correction of miscellaneous immaterial errors decreased Research and development expenses by $0.2 million, increased Selling, general, and administrative expenses by $0.9 million, Accounts receivable by $0.4 million, Accrued liabilities by $0.2 million, Other long-term liabilities by $0.7 million, and Additional paid-in capital by $0.9 million, decreased Inventory by $0.4 million, Prepaid expenses and other current assets by $0.2 million, Accounts payable by $0.4 million, and Contract liabilities 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 consolidated balance sheet for the period indicated (in thousands, except per share): As of December 31, 2021 As Previously Reported Restatement Adjustments Restatement References As Restated ASSETS Current assets Cash $ 445,146 $ — $ 445,146 Accounts receivable 2,598 358 2,956 Related party receivable 264 — 264 Inventory 19,245 1,682 (A), (B) 20,927 Prepaid expenses and other current assets 27,970 (1,118) (A) 26,852 Total current assets 495,223 922 496,145 Property, plant, and equipment, net 14,311 35 14,346 Right-of-use assets 10,265 — 10,265 Investments in equity securities 4,948 — 4,948 Other assets 5,430 (855) (A) 4,575 Total Assets $ 530,177 $ 102 $ 530,279 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 8,430 $ (450) 7,980 Accrued liabilities 6,026 744 (A), (B) 6,770 Related party payables 3,633 62 3,695 Contract liabilities 11,230 (305) (A), (B) 10,925 Current portion of lease liabilities 1,886 — 1,886 Total current liabilities 31,205 51 31,256 Long term liabilities Lease liabilities 8,830 — 8,830 Private placement warrant liability 15,228 — 15,228 Earnout liability 103,761 — 103,761 Other liabilities 1,296 (157) (A) 1,139 Total liabilities 160,320 (106) 160,214 Commitments and contingencies Stockholders' Equity Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,758,412 and 166,125,000 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively 25 — 25 Additional paid-in capital 403,016 (2,190) (C) 400,826 Accumulated deficit (28,117) 1,705 (26,412) Accumulated other comprehensive income (loss) 373 5 378 Total Hyzon Motors Inc. stockholders’ equity 375,297 (480) 374,817 Noncontrolling interest (5,440) 688 (4,752) Total Stockholders’ Equity 369,857 208 370,065 Total Liabilities and Stockholders’ Equity $ 530,177 $ 102 $ 530,279 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s consolidated statement of operations and comprehensive loss for the period indicated (in thousands, except per share amounts): Year Ended December 31, 2021 As Previously Reported Restatement Adjustments Restatement References As Restated Revenue $ 6,049 $ (6,129) (A), (B) $ (80) Operating expense: Cost of revenue 21,191 (5,557) (A), (B) 15,634 Research and development 16,443 (982) (B) 15,461 Selling, general, and administrative 69,792 (1,939) (A), (B), (C) 67,853 Total operating expenses 107,426 (8,478) 98,948 Loss from operations (101,377) 2,349 (99,028) Other income (expense): Change in fair value of private placement warrant liability 4,167 — 4,167 Change in fair value of earnout liability 84,612 — 84,612 Foreign currency exchange loss and other expense (1,452) 43 (1,409) Interest expense, net (5,235) — (5,235) Total other income (expense) 82,092 43 82,135 Net loss $ (19,285) $ 2,392 $ (16,893) Less: Net loss attributable to noncontrolling interest (5,439) 687 (4,752) Net loss attributable to Hyzon $ (13,846) $ 1,705 $ (12,141) Comprehensive loss: Net loss (19,285) 2,392 (16,893) Foreign currency translation adjustment 479 6 485 Comprehensive loss (18,806) 2,398 (16,408) Less: Comprehensive loss attributable to noncontrolling interest (5,349) 688 (4,661) Comprehensive loss attributable to Hyzon $ (13,457) $ 1,710 $ (11,747) Net loss attributable to Hyzon per share: Basic $ (0.07) $ 0.01 $ (0.06) Diluted $ (0.07) $ 0.01 $ (0.06) Weighted average common shares outstanding: Basic 203,897 — 203,897 Diluted 203,897 — 203,897 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s consolidated statement of changes in stockholders' equity (in thousands, except share and per share amounts): 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 - December 31, 2021 (As Previously Reported) 247,758,412 $ 25 $ 403,016 $ (28,117) $ 373 $ 375,297 $ (5,440) $ 369,857 Cumulative adjustments — — (2,190) 1,705 5 (480) 688 208 BALANCE - December 31, 2021 (As Restated) 247,758,412 $ 25 $ 400,826 $ (26,412) $ 378 $ 374,817 $ (4,752) $ 370,065 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s consolidated statement of cash flows (in thousands): Year Ended December 31, 2021 As Previously Reported Restatement Adjustments*** As Restated Cash Flows from Operating Activities: Net loss $ (19,285) $ 2,392 $ (16,893) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 1,140 — 1,140 Stock-based compensation 29,148 939 30,087 Loss on extinguishment of convertible notes 107 — 107 Noncash interest expense 5,224 — 5,224 Issuance of warrants 188 — 188 Fair value adjustment of private placement warrant liability (4,167) — (4,167) Fair value adjustment of earnout liability (84,612) — (84,612) Changes in operating assets and liabilities: Accounts receivable (2,614) (357) (2,971) Inventory (19,276) (1,682) (20,958) Prepaid expenses and other current assets (22,970) (1,967) (24,937) Other assets (1,023) 854 (169) Accounts payable 8,164 362 8,526 Accrued liabilities 4,966 (75) 4,891 Related party payables (290) 63 (227) Contract liabilities 8,684 634 9,318 Other liabilities 1,425 (279) 1,146 Net cash used in operating activities (95,191) 884 (94,307) Cash Flows from Investing Activities: Purchases of property and equipment (14,525) (35) (14,560) Advanced payments for capital expenditures (4,257) 3,085 (1,172) Investment in equity securities (4,826) — (4,826) Investment in non-consolidated affiliates (98) — (98) Net cash used in investing activities (23,706) 3,050 (20,656) Cash Flows from Financing Activities: Proceeds from issuance of common stock, net of transaction costs — — — Proceeds from Business Combination, net of redemption and transaction costs 512,936 (3,943) 508,993 Payment for purchase of Horizon IP (6,900) — (6,900) Exercise of stock options 532 — 532 Payment of finance lease liability (203) — (203) Debt issuance costs (133) — (133) Repurchase of warrants (540) — (540) Deferred transaction costs — — — Proceeds from issuance of convertible notes 45,000 — 45,000 Net cash provided by financing activities 550,692 (3,943) 546,749 Effect of exchange rate changes on cash 431 9 440 Net change in cash and restricted cash 432,226 — 432,226 Cash—Beginning 17,139 — 17,139 Cash and restricted cash—Ending $ 449,365 $ — $ 449,365 Supplemental schedule of non-cash investing activities and financing activities: 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 IP Agreement - Fee 10,000 — 10,000 Conversion of convertible notes for common stock 50,198 — 50,198 Acquisitions of property and equipment included in current liabilities 61 — 61 *** The adjustments within the consolidated statement of cash flows for the year ended December 31, 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. |