QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||||
Non-accelerated filer |
☒ | Smaller reporting company | ||||||
Emerging growth company |
Page No. |
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1 |
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1 |
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21 |
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37 |
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37 |
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39 |
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39 |
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39 |
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39 |
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39 |
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39 |
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39 |
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40 |
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41 |
September 30, 2021 |
December 31, 2020 |
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ASSETS |
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Current assets |
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Cash |
$ | |
$ | |||||
Accounts receivable |
— | |||||||
Inventory |
— | |||||||
Prepaid expenses and other current assets |
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Total current assets |
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Property, plant, and equipment, net |
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Right-of-use |
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Deferred merger transaction costs |
— | |||||||
Restricted cash and other assets |
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Total Assets |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable |
$ | $ | ||||||
Accrued professional fees |
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Other accrued expenses |
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Related party payables |
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Horizon IP agreement payable |
— | |||||||
Contract liabilities |
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Current portion of lease liabilities |
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Total current liabilities |
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Long term liabilities |
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Lease liabilities |
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Private placement warrant liability |
— | |||||||
Earnout liability |
— | |||||||
Other liabilities |
— | |||||||
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Total liabilities |
$ |
$ |
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Commitments and contingencies (Note 1 1 ) |
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Stockholders’ Equity |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
( |
) | ||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
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|||||
Total Hyzon Motors Inc. stockholders’ equity |
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Noncontrolling interest |
( |
) | ( |
) | ||||
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Total Stockholders’ Equity |
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|||||
Total Liabilities and Stockholders’ Equity |
$ |
$ |
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|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, 2021 |
For the period January 21, 2020 (Inception) – September 30, 2020 |
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2021 |
2020 |
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Revenue |
$ |
$ |
— | $ |
$ | — | ||||||||||
Operating expense: |
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Cost of revenue |
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|
|
|
|
— |
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|
|
|
|
|
|
— |
|
Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
|
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|
|
|
|
|
|
|||||||||
Other income (expense): |
||||||||||||||||
Change in fair value of private placement warrant liability |
— | — | ||||||||||||||
Change in fair value of earnout liability |
— | — | ||||||||||||||
Foreign currency exchange loss and other expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest expense , |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
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Total other income (expense) |
( |
) |
( |
) | ||||||||||||
|
|
|
|
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|
|
|
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Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Net loss attributable to noncontrolling interest |
( |
) | — | ( |
) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to Hyzon |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income (loss): |
||||||||||||||||
Net income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
Foreign currency translation adjustment |
( |
) | — | ( |
) | — | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Comprehensive income (loss) |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
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|
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Comprehensive loss attributable to noncontrolling interest |
( |
) | — | ( |
) | — | ||||||||||
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Comprehensive income (loss) attributable to Hyzon |
$ |
$ |
( |
) |
$ |
$ |
( |
) | ||||||||
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Net income (loss) per share attributable to Hyzon: |
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Basic |
$ | $ | — | $ | $ | ( |
) | |||||||||
D iluted |
|
$ |
|
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
( |
) |
Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Legacy Common Stock |
Common Stock Class A |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Accumulated Other Comprehensive Loss |
Total Hyzon Motors Inc. stockholders’ Equity (Deficit) |
Noncontrolling Interest |
Total Stockholders’ Equity (Deficit) |
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Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ |
— |
$ |
— |
( |
) |
( |
) |
( |
) |
$ |
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Retroactive application of recapitalization |
( |
) | ( |
) | $ | — |
— |
— | — | — | ||||||||||||||||||||||||||||||
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Adjusted beginning of period |
— |
— |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||
Exercise of stock option s |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
IP transaction – deemed distribution |
— | — | — | — | ( |
) |
— | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||
Net loss attributable to Hyzon |
— | — | — | — | — | ( |
) |
— | ( |
) | — | ( |
) | |||||||||||||||||||||||||||
Net loss attributable to noncontrolling interest |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation loss |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
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Balance 30, 2021 |
— |
— |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Reverse recapitalization transaction, net (Note 3) |
— |
— |
— | — | — | |||||||||||||||||||||||||||||||||||
Vesting of RSU s |
— |
— |
— | — | — |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||
Exercise of stock option s |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Net income (loss) attributable to Hyzon |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interest |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation loss |
— | — | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
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Balance as of September 30, 2021 |
— |
— |
( |
) |
( |
) |
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|
Legacy Common Stock |
Common Stock Class A |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Hyzon Motors Inc. stockholders’ Equity (Deficit) |
Noncontrolling Interest |
Total Stockholders’ Equity (Deficit) |
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Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||
Balance as of January 21, 2020 (Inception) |
$ |
— |
$ |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||
Retroactive application of recapitalization |
( |
) | ( |
) | $ | — |
— |
— | — | — | ||||||||||||||||||||||||||||||
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Adjusted balance, beginning of period |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
Net loss attributable to Hyzon |
— | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||
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Balance at June 30, 2020 |
— |
— |
( |
) |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||||||
Net loss attributable to Hyzon |
— | — | — | — | — | ( |
) | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
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Balance as of September 30, 2020 |
— |
— |
( |
) |
— |
( |
) |
( |
) | |||||||||||||||||||||||||||||||
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Nine Months Ended September 30, 2021 |
For the period January 21, 2020 (Inception) - September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net income (loss) |
$ | $ | ( |
) | ||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Reduction in the carrying amount of right of use assets |
||||||||
Stock-based compensation |
— | |||||||
Loss on extinguishment of convertible notes |
— |
|||||||
Noncash interest expense |
— | |||||||
Fair value adjustment of private placement warrant liability |
|
|
( |
) |
|
|
— |
|
Fair value adjustment of earnout liability |
|
|
( |
) |
|
|
— |
|
Changes in operating assets and liabilities: |
||||||||
Accounts Receivable |
( |
) | — | |||||
Inventory |
( |
) | — | |||||
Prepaid expenses and other current assets |
( |
) | — | |||||
Other assets |
( |
) | ( |
) | ||||
Accounts payable |
— | |||||||
Accrued professional fees and other current liabilities |
||||||||
Operating lease liabilities |
( |
) | — | |||||
Related party payables |
||||||||
Contract liabilities |
— | |||||||
Other liabilities |
— |
|||||||
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|
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Net cash (used in) provided by operating activities |
( |
) | ||||||
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|
|||||
Cash Flows from Investing Activities: |
||||||||
Purchases of property and equipment |
( |
) | ( |
) | ||||
Advanced payments for capital expenditures |
( |
) | — | |||||
Investment in equity securities |
( |
) | ||||||
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|
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Net cash used in investing activities |
( |
) | ( |
) | ||||
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Cash Flows from Financing Activities: |
||||||||
Proceeds from issuance of common stock |
— |
|||||||
Proceeds from Business Combination, net of redemption and transaction costs (Note 3) |
— | |||||||
Exercise of stock options |
— | |||||||
Payment of finance lease liability |
( |
) | ( |
) | ||||
Debt issuance costs |
( |
) | — | |||||
Proceeds from issuance of convertible notes |
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Net cash provided by financing activit i es |
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Effect of exchange rate changes on cash |
( |
) | ||||||
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Net change in cash and restricted cash |
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Cash—Beginning |
— | |||||||
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Cash and restricted cash —Ending |
$ |
$ |
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Supplemental schedule of non-cash investing activities and financing activities: |
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Lease assets obtained in exchange for lease obligations: |
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Operating leases |
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— |
|
Finance leases |
|
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— |
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Conversion of Legacy Hyzon common stock |
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— |
|
Recognition of earnout liability in Business Combination |
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— | ||
Recognition of private placement warrant liability in Business n |
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|
— |
| |
Horizon license agreement payable |
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— |
|
Conversion of convertible notes for common stock |
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— |
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Shares |
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Common stock of DCRB |
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DCRB founders |
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Total DCRB |
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Conversion of Ascent Options (post-cashless exercise) |
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Legacy Hyzon shares after conversion |
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Conversion of convertible notes |
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PIPE shares |
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Total shares of common stock immediately after Business Combination |
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(in thousands) |
Recapitalization |
|||
Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $ |
$ | |||
Cash – PIPE Financing, net of transaction costs of $ |
||||
Less: transaction costs allocated to equity |
( |
) | ||
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|
|||
Effect of Business Combination, net of redemption and transaction costs |
$ |
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|
|
|
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(in thousands) |
Recapitalization |
|||
Cash – DCRB trust and cash, net of redemptions and liabilities recorded by DCRB of $ |
$ | |||
Cash – PIPE Financing, net of transaction costs of $ |
||||
Conversion of convertible notes into common stock |
||||
Recognize earnout liability |
( |
) | ||
Recognize private placement warrants liability |
( |
) | ||
Recapitalization of Legacy Hyzon common shares |
||||
Less: transaction costs allocated to equity |
( |
) | ||
|
|
|||
Effect of Business Combination, net of redemption and transaction costs |
$ |
|||
|
|
|
|
|
(in thousands) |
September 30, 2021 |
December 31, 2020 |
||||||
Deposit for fuel cell components (Note 14) |
$ | $ | — | |||||
Vehicle inventory deposits |
||||||||
Production equipment deposits |
— | |||||||
Other current deposits |
||||||||
Prepaid Insurance |
— | |||||||
|
|
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|
|||||
Total prepaid expenses and other current assets |
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(In thousands) |
September 30, 2021 |
December 31, 2020 |
||||||
Land and building |
$ | $ | — | |||||
Machinery and equipment |
||||||||
Software |
— | |||||||
Leasehold improvements |
— | |||||||
Construction in progress |
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|
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Total Property, plant, and equipment |
|
|
|
|
|
|
|
|
Less: Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property, plant and equipment, net |
$ | $ | ||||||
|
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|
|
• |
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. |
Fair Value Measurements on a Recurring Basis |
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(In thousands) |
Level 1 |
Level 2 |
Level 3 |
Total |
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Warrant l iability – Private Placement Warrants |
— | — | $ | $ | ||||||||||||
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Earnout shares liability |
— | — | ||||||||||||||
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|
September 30, 2021 |
July 16, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Exercise price (strike price) |
$ | $ | ||||||
Risk-free interest rate |
% | % | ||||||
Volatility |
% | % | ||||||
Remaining term (in years) |
Balance as of July 16, 2021 |
$ | |||
Change in estimated fair value |
( |
) | ||
|
|
|
|
|
Balance as of September 30, 2021 |
$ | |||
|
|
|
|
|
September 30, 2021 |
July 16, 2021 |
|||||||
Stock price |
$ | $ | ||||||
Risk-free interest rate |
% | % | ||||||
Volatility |
% | % | ||||||
Remaining term (in years) |
Balance as of July 16, 2021 |
$ | |||
Change in estimated fair value |
( |
) | ||
|
|
|
|
|
Balance as of September 30, 2021 |
$ | |||
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|
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of 30 days’ prior written notice of redemption, which the Company refers to as the “ redemption period”; and |
• | if, and only if, the last reported sale price of the Company’s common stock has been at least $ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the last reported sale price of the Company’s common stock equals or exceeds $ |
• | 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 $ |
Three Months Ended September 30, | Nine Months Ended September 30, |
Inception (January 21, 2020) to September 30, |
||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Net income (loss) attributable to Hyzon |
$ | $ | ( |
) | $ | $ | ( |
) | ||||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
||||||||||||||||
Effect of dilutive securities |
— | — | ||||||||||||||
Diluted |
||||||||||||||||
Earnings (loss) per share attributable to Hyzon: |
||||||||||||||||
Basic |
$ | $ | — | $ | $ | ( |
) | |||||||||
Diluted |
$ | $ | — | $ | $ | ( |
) |
Three Months Ended September 30, |
Nine Months Ended September 30, |
Inception (January 21, 2020) to September 30, |
||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Stock options and restricted stock units |
||||||||||||||||
Stock options with market and performance conditions |
||||||||||||||||
Private placement warrants |
||||||||||||||||
Public Warrants |
||||||||||||||||
Earnout shares |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
• |
our ability to commercialize our strategic plans, including our ability to establish facilities to produce our vehicles or secure hydrogen supply in appropriate volumes, at competitive costs or with competitive emissions profiles; |
• |
our ability to effectively compete in the heavy-duty transportation sector, and intense competition and competitive pressures from other companies worldwide in the industries in which we operate; |
• |
our ability to maintain the listing of our common stock on Nasdaq; |
• |
our ability to raise financing in the future; |
• |
our ability to retain or recruit, or changes required in, our officers, key employees or directors; and |
• |
our ability to protect, defend or enforce intellectual property on which we depend |
• | Our workforce COVID-19, we established new protocols to help protect the health and safety of our workforce. We will continue to stay up-to-date |
• | Operations and Supply Chain. |
Three Months Ended September 30, |
||||||||
(In thousands) |
2021 |
2020 |
||||||
Net income (loss) |
$ |
31,253 |
$ |
(556 |
) | |||
Interest expense, net |
254 |
15 |
||||||
Income tax expense (benefit) |
— |
— |
||||||
Depreciation and amortization |
223 |
75 |
||||||
|
|
|
|
|||||
EBITDA |
$ |
31,730 |
$ |
(466 |
) | |||
Change in fair value of private placement warrant liability |
(7,614 |
) |
— |
|||||
Change in fair value of earnout liability |
(73,615 |
) |
— |
|||||
Stock-based compensation |
13,827 |
— |
||||||
Executive transition charges (1) |
13,860 |
— |
||||||
Business combination transaction expenses (2) |
6,533 |
— |
||||||
Regulatory and legal matters (3) |
111 |
— |
||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
(15,168 |
) |
$ |
(466 |
) | ||
|
|
|
|
(1) | Executive transition charges include stock-based compensation costs of $13.4 million and salary expense of $0.5 million related to former CTO’s retirement. |
(2) | Transaction costs of $6.4 million attributable to the liability classified earnout shares and $0.1 million of write-off of debt issuance costs. |
(3) | Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto. |
Nine Months Ended |
For the period January 21, 2020 (Inception) – |
|||||||
(In thousands) | September 30, 2021 |
September 30, 2020 |
||||||
Net income (loss) |
$ | 13,154 | $ | (854 | ) | |||
Interest expense, net |
5,249 | 20 | ||||||
Income tax expense (benefit) |
— | — | ||||||
Depreciation and amortization |
518 | 99 | ||||||
|
|
|
|
|||||
EBITDA |
$ |
18,921 |
$ |
(735 |
) | |||
Change in fair value of private placement warrant liability |
(7,614 | ) | — | |||||
Change in fair value of earnout liability |
(73,615 | ) | — | |||||
Stock-based compensation |
14,704 | — | ||||||
Executive transition charges (1) |
13,860 | — | ||||||
Business combination transaction expenses (2) |
6,533 | — | ||||||
Regulatory and legal matters (3) |
111 | — | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ |
(27,100 |
) |
$ |
(735 |
) | ||
|
|
|
|
(1) | Executive transition charges include stock-based compensation costs of $13.4 million and salary expense of $0.5 million related to former CTO’s retirement. |
(2) | Transaction costs of $6.4 million attributable to the liability classified earnout shares and $0.1 million of write-off of debt issuance costs. |
(3) | Regulatory and legal matters include legal, advisory, and other professional service fees incurred in connection with the short-seller analyst article from September 2021, and investigations and litigation related thereto. |
• | Fair Value of Common Stock. |
• | Expected Term. |
• | Expected Volatility. |
• | Risk-Free Interest Rate. zero-coupon securities with maturities consistent with the estimated expected term. |
• | Expected Dividend Yield. |
• | Recent arms-length transactions involving the sale or transfer of our common stock; |
• | Our historical financial results and future financial projections; |
• | The market value of equity interests in substantially similar businesses, which equity interests can be valued through nondiscretionary, objective means; |
• | The lack of marketability of our common stock; |
• | The likelihood of achieving a liquidity event, such as the business combination, given prevailing market conditions; |
• | Industry outlook; and |
• | General economic outlook, including economic growth, inflation and unemployment, interest rate environment and global economic trends. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
Item 4. |
Controls and Procedures |
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
* | This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act |
# | Indicates management contract or compensatory arrangement. |
Hyzon Motors Inc. | ||||||
Date: November 12, 2021 | By: | /s/ Mark Gordon | ||||
Name: | Mark Gordon | |||||
Title: | Chief Financial Officer (Principal Financial Officer) |
Exhibit 31.1
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Craig Knight, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Hyzon Motors Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 12, 2021 | /s/ Craig Knight | |||||
Craig Knight Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Mark Gordon, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Hyzon Motors Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | [Paragraph intentionally omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-15(a)]; |
c. | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: November 12, 2021 | /s/ Mark Gordon | |||||
Mark Gordon | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
Exhibit 32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Craig Knight, Chief Executive Officer of Hyzon Motors Inc. (the Company), hereby certify, that, to my knowledge:
1. | The Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 12, 2021 | /s/ Craig Knight | |||||
Craig Knight | ||||||
Chief Executive Officer | ||||||
(Principal Executive Officer) |
Exhibit 32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Mark Gordon, Chief Financial Officer of Hyzon Motors Inc. (the Company), hereby certify, that, to my knowledge:
1. | The Quarterly Report on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 12, 2021 | /s/ Mark Gordon | |||||
Mark Gordon | ||||||
Chief Financial Officer | ||||||
(Principal Financial Officer) |
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 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 | |||||||||||||||
Net income (loss) attributable to Hyzon | $ 14,786 | |||||||||||||||
Net loss attributable to noncontrolling interest | (1,632) | |||||||||||||||
Ending Balance at Sep. 30, 2021 | 400,739 | $ 25 | 402,211 | 515 | (326) | 402,425 | (1,686) | |||||||||
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 | $ 354,634 | $ 8 | 354,626 | 354,634 | ||||||||||||
Reverse recapitalization transaction, net, Shares | 80,736,309 | |||||||||||||||
Vesting of RSUs , Shares | 284,796 | |||||||||||||||
Stock-based compensation | 27,207 | 27,207 | 27,207 | |||||||||||||
Net income (loss) attributable to Hyzon | 32,354 | 32,354 | 32,354 | |||||||||||||
Net loss attributable to noncontrolling interest | (1,101) | (1,101) | ||||||||||||||
Foreign currency translation loss | (205) | (231) | (231) | 26 | ||||||||||||
Ending Balance at Sep. 30, 2021 | $ 400,739 | $ 25 | $ 402,211 | $ 515 | $ (326) | $ 402,425 | $ (1,686) | |||||||||
Ending Balance, shares at Sep. 30, 2021 | 247,500,505 |
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 Decarbonization Plus Acquisition Corporation (“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 (“US GAAP”) pursuant to the requirements and rules of the Securities and Exchange Commission (“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 Securities and Exchange Commission (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 we are 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 Motors Europe B.V. (“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. We have determined that we are the primary beneficiary of Hyzon Europe. As a result, our Condensed Consolidated Balance Sheets include assets of $26.4 million and $1.0 million as of September 30, 2021, and December 31, 2020, respectively, and liabilities of $11.6 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 cash. Cash flows used in operating activities was $56.2 million for the nine months ended September 30, 2021. On July 16, 2021, the Company received $512.9 million in cash, net of redemption and transaction costs as a result of the Business Combination (see Note 3. 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 The Company is subject to a variety of risks and uncertainties common to early-stage companies that have not yet commenced principal operations including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund
operations. |
Summary of Significant Accounting Policies |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | Note 2. 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. 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 ha d 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 $11.5 million and $3.8 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 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”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity 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 13. 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 Stock Compensation |
Business Combination |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination | Note 3. 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 US 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. 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, 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. DCRB held subscription agreements with certain investors to issue and sell an aggregate of 35,500,000 shares of Class A 10.00 common stock of DCRB for $ 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 7, 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 addition, the exercise price of the options granted to Ascent Funds Management LLC to purchase shares of Legacy Hyzon common stock (the “Ascent Options”) was $2.73 per share and the Ascent Options were automatically exercised in full by Ascent on a cashless basis into approximately 3.9 million shares of Legacy Hyzon common stock immediately prior to the consummation of the Business Combination, 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 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:
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:
The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $6.4 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:
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 $114.8 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. Certain earnout awards accounted for under ASC 718 were vested at the time of grant, and therefore recognized immediately as compensation expense. Certain other earnout awards accounted for under ASC 718 contained performance and market-based vesting conditions, and as the performance conditions are not deemed probable at September 30, 2021, no compensation expense has been recorded related to these awards. Total compensation expense recorded in the three and nine months ended September 30, 2021 related to earnout awards was $13.2 million. |
Revenues |
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Revenues | Note 4. Revenue We recognized $1.0 million in sales of fuel cell vehicles for the three months ended September 30, 2021. See Note 1 4 . Related Party Transactions, discussing the assignment of certain sales contracts from our related party Holthausen. Warranty In most cases, products that customers purchase from us are covered by one to six-year limited product warranty. At the time revenue is recognized, the Company estimates the cost of expected future warranty claims and accrues estimated future warranty costs. These estimates are based on industry information, actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Company’s relatively short history, and changes to the historical or projected warranty experience may cause changes to the warranty reserve when the Company accumulates more actual data and experience in the future. The Company will periodically review the adequacy of its product warranties and adjust, if necessary, the warranty percentage and accrued warranty liability for actual historical experience. Accrued warranty obligations are recorded within Other liabilities and warranty expenses are recorded within Cost of 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 was $11.0 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 obligations related to orders for commercial vehicles and other contracts with customers was $20.6 million of September 30, 2021, of which the Company expects to recognize as revenue over the next 12 months. |
Prepaid Expenses and Other Current Assets |
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Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following:
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Property, Plant, and Equipment, net | Note 6. Property, Plant, and Equipment , net Property, plant, and equipment , net consisted of the following:
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 |
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Convertible Notes | Note 7. 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. The period from February 2021 to the close date of the Business Combination the Company recorded $0.2 million of interest expense related to the stated interest for the Convertible Notes and $5.0 million related to the change in the value of the bifurcated embedded derivative within interest expense. Upon the closing, the Convertible Notes and the accrued interest automatically converted into 5,022,052 shares of common stock of the Company (see Note 3. Business Combination). |
Investments in Equity Securities |
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Equity Method Investments and Joint Ventures [Abstract] | |
Investments in Equity Securities | Note 8. Investments in Equity Securities We have 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. The Company’s total investments in equity securities as of September 30, 2021, and December 31, 2020, were $ 5.0and $ 0.1 |
Income Taxes |
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Income Taxes | Note 9. 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 $19.3 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. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2021, and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its positions. The Company is subject to income tax examinations by major taxing authorities in the countries in which it operates since inception. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 10. Fair Value Measurements The Company follows the guidance in ASC Topic 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:
As of September 30, 2021, and December 31, 2020, the carrying amount of accounts receivable, other current assets, other assets, accounts payable, and accrued and other current liabilities 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.
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 our common stock. The following table provides quantitative information regarding Level 3 fair value measurement inputs:
The following table presents the changes in the liability for Private Placement Warrants during the nine months ended September 30, 2021 (in thousands):
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:
The following table presents the changes in earnout liability during the nine months ended September 30, 2021 (in thousands):
The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. |
Commitments and Contingencies |
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Commitments and Contingencies | Note 11. Commitments and Contingencies Legal Proceedings From time to time, we may become involved in legal proceedings or be subject to claims in the ordinary course of business. While we are a party to current legal proceedings as discussed more fully below, we do not believe that these proceedings, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, or results of operations. Regardless of outcome, such proceedings or claims can have an adverse impact on us 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., Pham v. Decarbonization Plus Acquisition Corp. et al., No.21-CIV-01928 On September 28, 2021, Blue Orca Capital released a report indicating that it held a short position in our stock and making numerous allegations about the Company. On October 5, 2021, we 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 (No.6:21-cv-06612-CJS); Brennan v. Hyzon Motors Inc (No.6:21-cv-06636-CJS)) 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. We intend to vigorously defend against these claims. The proceedings are subject to uncertainties inherent in the litigation process. We cannot predict the outcome of these matters or estimate the possible loss or range of possible loss, if any. |
Stock-based Compensation Plans |
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Stock-based Compensation Plans | Note 12. 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 reserved 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 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 on 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 to five years. The Company did not grant RSUs in the three months ended September 30, 2020, or the period from inception (January 21, 2020) to September 30, 2020. 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. The Company recognized stock-based compensation expense
, inclusive of all employees, former CTO’s awards, and earnout shares to other equity holders, of $27.2 million and $28.1 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2020, the total remaining unrecognized compensation expense related to nonvested stock-based compensation awards was $12.6 million, which is expected to be recognized over the remaining vesting period of the respective grants, through the third quarter of 2026. |
Warrants |
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Warrants | Note 13. 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 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:
Once the warrants become exercisable, the Company may redeem the outstanding warrants for common stock:
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). The fair value of the Private Placement Warrants on July 16, 2021, in the amount of $19.4 million was recorded as a Warrant liability and a reduction to Additional
paid-in capital on the Condensed Consolidated Balance Sheets. The change in fair value for the three and nine months ended September 30, 2021, in the amount of $7.6 million was recorded as a reduction in Warrant liability on the Condensed Consolidated Balance Sheets and a gain from change in fair value of warrant liability on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
Related Party Transactions |
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Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. 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 , $6.9million 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 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 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 customer sales contracts from Holthausen with an aggregate value of million. As a result of this transaction, the Company recorded Contract liabilities of million, work-in-process inventory of million, and due from Holthausen of $0.7 million. |
Earnings per Share |
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Earnings per Share | Note 15. Earnings per Share The following table presents the information used in the calculation of our basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data):
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):
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Summary of Significant Accounting Policies (Policies) |
9 Months Ended |
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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 ha d 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 $11.5 million and $3.8 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 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”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity Derivatives and Hedging—Contracts in Entity’s Own Equity 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 13. Warrants). |
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 Stock Compensation |
Business Combination (Tables) |
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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:
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:
The Company issued equity classified common shares and certain liability classified earnout shares. Transaction costs of $6.4 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:
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Prepaid Expenses and Other Current Assets (Tables) |
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Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following:
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Property, Plant, and Equipment, net (Tables) |
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Schedule of Property, Plant and Equipment | Property, plant, and equipment , net consisted of the following:
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Fair Value Measurements (Tables) |
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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.
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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:
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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):
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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:
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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):
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Earnings per Share (Tables) |
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Sep. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the information used in the calculation of our basic and diluted earnings (loss) per share attributable to Hyzon common stockholders (in thousands, except per share data):
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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):
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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 |
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Cash | $ 498,014 | $ 17,139 | |||
Assets | 562,818 | 21,005 | |||
Liabilities | 162,079 | 6,244 | |||
Cash flows used in operating activities | $ (4) | 56,236 | |||
Payments to acquire businesses, gross | $ 512,900 | ||||
Hyzon Europe [Member] | |||||
Ownership interest | 50.50% | ||||
Assets | 26,400 | 1,000 | |||
Liabilities | $ 11,600 | $ 1,200 | |||
Holthausen | |||||
Ownership interest | 49.50% |
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Summary of Significant Accounting Policies Details [Line Items] | ||
Restricted cash | $ 2.6 | $ 0.0 |
Inventory raw materials | 11.5 | |
Inventory work in process | 3.8 | |
Letter of Credit [Member] | ||
Summary of Significant Accounting Policies Details [Line Items] | ||
Restricted cash | $ 2.4 |
Business Combination - Summary of the Elements of the Business Combination to the Condensed Statements (Parenthetical) (Detail) $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | $ 19,042 |
Liability Classified Earnout Shares [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Busines combination trasaction costs expensed | 6,400 |
DCRB trust [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Redemption of liabilities | 13,500 |
PIPE Financing [Member] | |
Business Combination, Separately Recognized Transactions [Line Items] | |
Business combination transaction costs | $ 14,200 |
Revenues - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Sep. 30, 2021 |
Dec. 31, 2020 |
|
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 10,984 | $ 2,608 |
Remaining performance obligations | 20,600 | |
Fuel [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue from contract with customer | $ 1,000 |
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 | 4,756 | $ 577 |
Production equipment deposits | 3,948 | |
Other current assets | 3,346 | 271 |
Prepaid Insurance | 7,505 | |
Total prepaid expenses and other current assets | $ 24,555 | $ 848 |
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 | $ 9,431 | $ 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 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 | $ 200 | $ 1 | $ 450 |
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 | 1.00% | 1.00% | ||
Interest expenses | $ 300 | $ 200 | ||
Change in value of bifurcated embedded derivative | $ 5,000 |
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 | $ 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 Information (Detail) - USD ($) $ in Millions |
3 Months Ended | 8 Months Ended | 9 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Dec. 31, 2020 |
|
Income tax expense (benefit) | $ 0.0 | $ 0.0 | $ 0.0 | $ 0.0 | |
Deferred tax assets net | 19.3 | 19.3 | $ 3.1 | ||
Unrecognized tax benefit | 0.0 | 0.0 | 0.0 | ||
Accrued interest and penalties | $ 0.0 | $ 0.0 | $ 0.0 |
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 | (73,615) |
Balance as of September 30, 2021 | $ 114,758 |
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 Hyzon | $ 32,354 | $ (556) | $ (296) | $ (17,568) | $ (854) | $ 14,786 | $ (854) |
Weighted average shares outstanding: | |||||||
Basic | 234,464 | 148,405 | 148,405 | 189,226 | 148,405 | ||
Effect of dilutive securities | 11,799 | 11,742 | |||||
Diluted | 246,263 | 148,405 | 148,405 | 200,968 | 148,405 | ||
Earnings/ (loss) per share attributable to Hyzon: | |||||||
Basic | $ 0.14 | $ (0.01) | $ 0.08 | $ (0.01) | |||
Diluted | $ 0.13 | $ (0.01) | $ 0.07 | $ (0.01) |
Earnings per Share - Additional Information (Detail) |
9 Months Ended |
---|---|
Sep. 30, 2021 | |
Stockholders equity note, stock split, conversion ratio | 1.772 |
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