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 Report on Form 10-Q for the quarterly periods ended September 30, 2021 and March 31, 2022 (collectively the “the Affected Financial Statements”) should no longer be relied upon. Details of the restated consolidated financial statements as of and for the period ended March 31, 2022 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 these corrections were material to the Affected Financial Statements. As a result of the material misstatements, the Company has restated our 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 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 the Restatement Items and Other Immaterial Errors, respectively, within Note 1. Nature of Business and Basis of Presentation, Note 4. Revenue, Note 5. Inventory, Note 6. Prepaid Expenses and Other Current Assets, Note 7. Property, Plant, and Equipment, net, Note 8. Accrued liabilities, Note 10. Income Taxes, Note 11. Fair Value Measurements, Note 14. Stockholders' Equity, and Note 16. 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 an 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 until the first first quarter of 2022, 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 applicable revenue recognition criteria are met. Correction of the errors increased Revenue by $2.5 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, increased Inventory by $2.9 million, Accrued liabilities by $0.7 million, and Accumulated deficit by $1.2 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 increased Cost of revenue by $0.1 million and decreased Inventory by $1.0 million, Accrued liabilities by $0.1 million, Contract liabilities by $1.8 million, and Accumulated deficit by $1.0 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 Additional paid-in capital by $3.1 million with a corresponding increase to accumulated deficit. 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, we have decided to correct these Other Immaterial Errors as well. Correction of miscellaneous immaterial errors increased Cost of revenue by $0.1 million, Research and development expenses by $0.7 million, Foreign currency exchange loss and other expenses by $0.1 million. decreased Selling, general and administrative expenses by $0.7 million, Prepaid expenses and other current assets by $0.1 million, Property, plant, and equipment, net by $0.9 million, Accounts payable by $0.2 million, Contract liabilities by $1.0 million, increased Inventory by $0.4 million, , Accrued liabilities by $0.6 million, Lease liabilities by $0.1 million, Other long-term liabilities by $0.8 million, and Accumulated deficit by $0.7 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 March 31, 2022 As Previously Reported Restatement Adjustment Restatement References As Restated ASSETS Current assets Cash $ 407,333 $ — $ 407,333 Accounts receivable 774 38 812 Related party receivable 417 — 417 Inventory 26,082 2,315 (A) , (B) 28,397 Prepaid expenses and other current assets 29,951 (1,037) (A) 28,914 Total current assets 464,557 1,316 465,873 Property, plant, and equipment, net 18,249 (904) 17,345 Right-of-use assets 10,970 (9) 10,961 Investments in equity securities 17,478 — 17,478 Other assets 6,146 (854) (A) 5,292 Total Assets $ 517,400 $ (451) $ 516,949 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 7,938 $ (139) $ 7,799 Accrued liabilities 9,034 1,186 (A) , (B) 10,220 Related party payables 648 — 648 Contract liabilities 11,063 (2,885) (B) 8,178 Current portion of lease liabilities 2,409 — 2,409 Total current liabilities 31,092 (1,838) 29,254 Long term liabilities Lease liabilities 9,249 59 9,308 Private placement warrant liability 13,705 — 13,705 Earnout liability 100,520 — 100,520 Deferred income taxes 526 — 526 Other liabilities 1,243 (101) (A) 1,142 Total liabilities $ 156,335 $ (1,880) $ 154,455 Commitments and contingencies Stockholders’ Equity Common stock, $0.0001 par value; 400,000,000 shares authorized, 247,881,568 and 247,758,412 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively. 25 — 25 Additional paid-in capital 404,992 (3,130) (C) 401,862 Accumulated deficit (37,182) 4,247 (32,935) Accumulated other comprehensive gain 486 (23) 463 Total Hyzon Motors Inc. stockholders’ equity 368,321 1,094 369,415 Noncontrolling interest (7,256) 335 (6,921) Total Stockholders’ Equity 361,065 1,429 362,494 Total Liabilities and Stockholders’ Equity $ 517,400 $ (451) $ 516,949 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): Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustment Restatement References As Restated Revenue $ 356 $ 2,532 (A) $ 2,888 Operating expense: Cost of revenue 424 229 (B) 653 Research and development 6,212 724 6,936 Selling, general, and administrative 20,470 (718) 19,752 Total operating expenses 27,106 235 27,341 Loss from operations (26,750) 2,297 (24,453) Other income (expense): Change in fair value of private placement warrant liability 1,523 — 1,523 Change in fair value of earnout liability 3,241 — 3,241 Change in fair value of equity securities 12,530 — 12,530 Foreign currency exchange loss and other expense (1,057) (93) (1,150) Interest income (expense), net 17 — 17 Total other income (expense) 16,254 (93) 16,161 Net loss before income taxes $ (10,496) $ 2,204 $ (8,292) Income tax expense 526 — 526 Net loss (11,022) 2,204 (8,818) Less: Net loss attributable to noncontrolling interest (1,957) (338) (2,295) Net loss attributable to Hyzon $ (9,065) $ 2,542 $ (6,523) Comprehensive loss: Net loss $ (11,022) $ 2,204 $ (8,818) Foreign currency translation adjustment 254 (43) 211 Comprehensive loss $ (10,768) $ 2,161 $ (8,607) Less: Comprehensive loss attributable to noncontrolling interest (1,816) (353) (2,169) Comprehensive loss attributable to Hyzon $ (8,952) $ 2,514 $ (6,438) Net loss per share attributable to Hyzon: Basic (0.04) $ 0.01 (0.03) Diluted (0.04) $ 0.01 (0.03) Weighted average common shares outstanding: Basic 247,940 — 247,940 Diluted 247,940 — 247,940 The following tables present the effect of the Restatement Items, as well as Other Immaterial Errors, on the Company’s consolidated statement of 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 - March 31, 2022 (As Previously Reported) 247,881,568 $ 25 404,992 $ (37,182) $ 486 $ 368,321 $ (7,256) $ 361,065 Cumulative adjustments — — (3,130) 4,247 (23) 1,094 335 1,429 BALANCE - March 31, 2022 (As Restated) 247,881,568 $ 25 401,862 $ (32,935) $ 463 $ 369,415 $ (6,921) $ 362,494 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): Three Months Ended March 31, 2022 As Previously Reported Restatement Adjustments*** As Restated Cash Flows from Operating Activities: Net loss $ (11,022) $ 2,204 $ (8,818) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 912 (8) 904 Stock-based compensation 2,133 (940) 1,193 Deferred income tax expense 526 — 526 Fair value adjustment of private placement warrant liability (1,523) — (1,523) Fair value adjustment of earnout liability (3,241) — (3,241) Fair value adjustment of value of equity securities (12,530) — (12,530) Changes in operating assets and liabilities: Accounts receivable 1,839 325 2,164 Inventory (6,864) (630) (7,494) Prepaid expenses and other current assets (1,599) (150) (1,749) Other assets (65) (3) (68) Accounts payable (568) 388 (180) Accrued liabilities 3,003 401 3,404 Related party payables, net 8 (64) (56) Contract liabilities (165) (2,472) (2,637) Other liabilities (92) 101 9 Net cash used in operating activities (29,248) (848) (30,096) Cash Flows from Investing Activities: Purchases of property and equipment (4,440) 865 (3,575) Advanced payments for capital expenditures (387) 67 (320) Investment in equity securities — — — Net cash used in investing activities (4,827) 932 (3,895) Cash Flows from Financing Activities: Exercise of stock options 34 — 34 Payment of finance lease liability (86) — (86) Net share settlement of equity awards (160) — (160) Payment for purchase of Horizon IP (3,146) — (3,146) Repurchase of warrants (31) — (31) Net cash (used in) provided by financing activities (3,389) — (3,389) Effect of exchange rate changes on cash 300 (84) 216 Net change in cash and restricted cash (37,164) — (37,164) Cash and restricted cash — Beginning 449,365 — 449,365 Cash and restricted cash — Ending $ 412,201 $ — $ 412,201 *** The adjustments within the consolidated statement of cash flows for the three months ended March 31, 2022 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. |