Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q ______________________ (Mark One) OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ ______________________ Hyzon Motors Inc. (Exact name of registrant as specified in its charter) ______________________ Delaware 001-39632 82-2726724 (State or other jurisdiction of incorporation) (Commissi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 10-K _________________________ (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from ________ to ________ Commission File Number 001-39632 _________________________ Hyzon Motors In ...

PART I – FINANCIAL INFORMATION This part details the unaudited consolidated financial statements, management's discussion, and disclosures on market risk and internal controls [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents Hyzon Motors Inc.'s unaudited consolidated financial statements, including balance sheets, income statements, equity changes, cash flows, and detailed accounting notes for specified periods [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) This table provides a snapshot of the company's assets, liabilities, and stockholders' equity at specific dates | ASSETS (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :---------------------- | :----------- | :----------- | | Cash and cash equivalents | $70,602 | $445,146 | | Short-term investments | $239,648 | — | | Total current assets | $374,257 | $496,145 | | Total Assets | $431,096 | $530,279 | | LIABILITIES AND STOCKHOLDERS' EQUITY (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------------------------ | :----------- | :----------- | | Total current liabilities | $30,014 | $31,256 | | Total liabilities | $62,132 | $160,214 | | Total Stockholders' Equity | $368,964 | $370,065 | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20AND%20COMPREHENSIVE%20INCOME%20(LOSS)) This table details the company's revenues, expenses, and net income or loss over specific reporting periods | (in thousands, except per share) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenue | $5 | $89 | $2,939 | $89 | | Total operating expenses | $53,547 | $46,847 | $112,806 | $59,892 | | Loss from operations | $(53,542) | $(46,758) | $(109,867) | $(59,803) | | Total other income (expense) | $17,889 | $80,603 | $104,713 | $75,549 | | Net income (loss) | $(35,653) | $33,845 | $(5,680) | $15,746 | | Net income (loss) attributable to Hyzon | $(24,795) | $34,621 | $10,681 | $17,053 | | Basic EPS | $(0.10) | $0.15 | $0.04 | $0.09 | | Diluted EPS | $(0.10) | $0.14 | $0.04 | $0.08 | [Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20EQUITY) This table outlines changes in the company's equity components, including common stock and accumulated deficit, over time | (in thousands, except share data) | Sep 30, 2022 | Dec 31, 2021 | | :-------------------------------- | :----------- | :----------- | | Common Stock (shares) | 248,153,362 | 247,758,412 | | Additional Paid-in Capital | $404,436 | $400,826 | | Accumulated Deficit | $(15,731) | $(26,412) | | Total Stockholders' Equity | $368,964 | $370,065 | [Consolidated Statements of Cash Flows](index=9&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This table summarizes the cash inflows and outflows from operating, investing, and financing activities for the specified periods | Cash Flows (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(116,218) | $(52,242) | | Net cash used in investing activities | $(250,652) | $(17,635) | | Net cash (used in) provided by financing activities | $(3,944) | $554,165 | | Net change in cash, cash equivalents, and restricted cash | $(371,781) | $483,435 | | Cash, cash equivalents, and restricted cash — Ending | $77,584 | $500,574 | [Note 1. Nature of Business and Basis of Presentation](index=11&type=section&id=Note%201.%20Nature%20of%20Business%20and%20Basis%20of%20Presentation) This note describes Hyzon Motors Inc.'s business, its hydrogen fuel cell technology, and the basis for its financial statement presentation - Hyzon Motors Inc. commercializes proprietary heavy-duty fuel cell technology by manufacturing and retrofitting hydrogen fuel cell electric vehicles (FCEVs) in the US, Europe, and Australia, and fosters a clean hydrogen supply ecosystem[31](index=31&type=chunk) - The company incurred net losses of **$35.7 million** and **$5.7 million** for the three and nine months ended September 30, 2022, respectively, compared to net income in the prior year periods. Net cash used in operating activities increased to **$116.2 million** for the nine months ended September 30, 2022[36](index=36&type=chunk) - As of September 30, 2022, the company had **$70.6 million** in unrestricted cash and cash equivalents and **$239.6 million** in short-term investments. Management believes existing financial resources are sufficient for the next 12 months[37](index=37&type=chunk)[39](index=39&type=chunk) - In September 2022, the company terminated an agreement to acquire Orten Betriebs GmbH and subsidiaries, transferring **€8.5 million (approximately $8.4 million USD)** in cash and vehicle inventory, recorded as Selling, general and administrative expense[42](index=42&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=13&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the company's financial statements - Cash equivalents consist of short-term, highly liquid financial instruments with original maturities of three months or less, totaling **$40.6 million** as of September 30, 2022[45](index=45&type=chunk) - Short-term investments are marketable debt securities with original maturities greater than three months but less than one year, classified as available-for-sale (AFS) and recorded at fair value[46](index=46&type=chunk) [Note 3. Revenue](index=14&type=section&id=Note%203.%20Revenue) This note details the company's revenue recognition policies and sources, including FCEV sales and contract liabilities - The Company recognized negligible revenue for the three months ended September 30, 2022, and **$2.9 million** for the nine months ended September 30, 2022, from sales of hydrogen fuel cell systems in the US, FCEVs in China, and retrofit services in Europe[48](index=48&type=chunk) - Revenue recognition for FCEV sales in China is based on an alternative method due to collectability concerns with special purpose entities, recognizing **$2.5 million** from **62 FCEVs** delivered in the nine months ended September 30, 2022[49](index=49&type=chunk)[50](index=50&type=chunk) - Contract liabilities, representing advance consideration from customers, decreased from **$10.9 million** as of December 31, 2021, to **$0.8 million** as of September 30, 2022 (current portion)[52](index=52&type=chunk) - Remaining performance obligations for commercial vehicles and other contracts totaled **$15.4 million** as of September 30, 2022, with approximately **5%** expected to be recognized as revenue over the next twelve months[53](index=53&type=chunk) [Note 4. Inventory](index=14&type=section&id=Note%204.%20Inventory) This note provides a breakdown of inventory components and discusses inventory write-downs recognized during the period | Inventory (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :----------------------- | :----------- | :----------- | | Raw materials | $26,434 | $16,099 | | Work in process | $13,391 | $4,828 | | Total inventory | $39,825 | $20,927 | - Inventory write-downs recognized in Cost of revenue were **$2.3 million** for the three months and **$3.0 million** for the nine months ended September 30, 2022. No write-downs occurred in the prior year periods[54](index=54&type=chunk) [Note 5. Prepaid Expenses and Other Current Assets](index=15&type=section&id=Note%205.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note itemizes the company's prepaid expenses and other current assets, including various deposits and receivables | Prepaid Expenses and Other Current Assets (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------------------------------- | :----------- | :----------- | | Deposit for fuel cell components | $6,017 | $5,008 | | Vehicle inventory deposits | $6,638 | $10,171 | | Production equipment deposits | $242 | $1,169 | | Other prepaid expenses | $4,673 | $3,266 | | Prepaid insurance | $4,345 | $5,079 | | VAT receivable from government | $2,155 | $2,159 | | Total prepaid expenses and other current assets | $24,070 | $26,852 | [Note 6. Property, Plant, and Equipment, net](index=15&type=section&id=Note%206.%20Property,%20Plant,%20and%20Equipment,%20net) This note presents the company's property, plant, and equipment, net of accumulated depreciation, and related expenses | Property, Plant, and Equipment, net (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------------------------- | :----------- | :----------- | | Land and building | $2,818 | $2,818 | | Machinery and equipment | $16,197 | $8,827 | | Software | $2,071 | $507 | | Leasehold improvements | $1,356 | $746 | | Construction in progress | $5,081 | $2,139 | | Total Property, plant, and equipment | $27,523 | $15,037 | | Less: Accumulated depreciation and amortization | $(2,654) | $(691) | | Property, plant and equipment, net | $24,869 | $14,346 | - Depreciation and amortization expense increased to **$0.8 million** for the three months and **$2.1 million** for the nine months ended September 30, 2022, from **$0.2 million** and **$0.5 million** in the prior year periods, respectively[56](index=56&type=chunk) [Note 7. Accrued liabilities](index=15&type=section&id=Note%207.%20Accrued%20liabilities) This note details the company's accrued liabilities, including payroll, professional fees, and contract-related costs | Accrued liabilities (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :--------------------------------- | :----------- | :----------- | | Payroll and payroll related expenses | $3,904 | $2,250 | | Accrued professional fees | $5,325 | $2,450 | | Accrued product warranty costs | $903 | $816 | | Accrued contract manufacturer costs | $1,346 | — | | Accrued contract termination costs | $2,430 | — | | Accrued Orten cancellation costs | $1,617 | — | | Accrued severance | $475 | — | | Other accrued expenses | $2,586 | $1,254 | | Accrued liabilities | $18,586 | $6,770 | [Note 8. Investments in Equity Securities](index=16&type=section&id=Note%208.%20Investments%20in%20Equity%20Securities) This note describes the company's equity investments, including gains and impairment losses recognized during the period - The Company recorded a **$12.5 million gain** on its equity investment in Raven SR, Inc. for the nine months ended September 30, 2022, due to an observable price change[59](index=59&type=chunk) - An impairment loss of **$2.4 million** was recognized for the investment in Global NRG H2 Limited due to lack of progress and operating performance[60](index=60&type=chunk) | Carrying Value of Held Securities (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :----------------------------------------------- | :----------- | :----------- | | Total initial cost basis | $4,948 | $4,948 | | Cumulative unrealized gain | $12,530 | — | | Cumulative impairment | $(2,448) | — | | Carrying amount, end of period | $15,030 | $4,948 | [Note 9. Short-term Investments](index=17&type=section&id=Note%209.%20Short-term%20Investments) This note provides a breakdown of the company's short-term investments by type, fair value, and unrealized gains/losses | Short-term Investments (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | | :------------------------------------ | :------------- | :--------------- | :---------------- | :--------- | | Certificates of deposit | $105,097 | $175 | $(87) | $105,186 | | Commercial paper | $47,197 | $105 | — | $47,302 | | Corporate debt securities | $39,780 | — | $(181) | $39,598 | | Foreign government bonds | $3,187 | — | — | $3,187 | | U.S. Treasury bills | $44,287 | $95 | $(7) | $44,375 | | Total short-term investments | $239,548 | $375 | $(275) | $239,648 | - The Company did not have any short-term investments as of December 31, 2021[62](index=62&type=chunk) [Note 10. Income Taxes](index=17&type=section&id=Note%2010.%20Income%20Taxes) This note outlines the company's income tax position, including discrete tax expense and valuation allowances against deferred tax assets - For the nine months ended September 30, 2022, the Company recorded a net discrete tax expense of **$0.5 million**, primarily due to establishing a deferred tax liability[63](index=63&type=chunk) - The Company maintains full valuation allowances against its net deferred tax assets, which were approximately **$43.2 million** as of September 30, 2022, and **$23.0 million** as of December 31, 2021[64](index=64&type=chunk) [Note 11. Fair Value Measurements](index=18&type=section&id=Note%2011.%20Fair%20Value%20Measurements) This note explains the company's fair value measurement hierarchy and details changes in warrant and earnout liabilities - The Company uses a three-level hierarchy for fair value measurements, categorizing inputs as Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[67](index=67&type=chunk)[71](index=71&type=chunk) | Liabilities (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------- | :----------- | :----------- | | Private Placement Warrant Liability | $1,843 | $15,228 | | Earnout liability | $16,390 | $103,761 | - Changes in the estimated fair value of private placement warrant liability and earnout liability for the nine months ended September 30, 2022, were **$(13.4) million** and **$(87.4) million**, respectively[72](index=72&type=chunk) [Note 12. Commitments and Contingencies](index=20&type=section&id=Note%2012.%20Commitments%20and%20Contingencies) This note details the company's legal proceedings, government investigations, and customer disputes - The Company is involved in several legal proceedings, including consolidated shareholder securities class action lawsuits and derivative lawsuits, generally alleging false and misleading statements and breaches of fiduciary duties[76](index=76&type=chunk)[77](index=77&type=chunk) - The SEC issued subpoenas in January and August 2022, and the U.S. Attorney's Office for the Southern District of New York (SDNY) notified the Company of its investigation in October 2022, related to allegations in a short-seller report[83](index=83&type=chunk) - A customer dispute with Duurzaam Transport B.V. and H2 Transport B.V. was settled in April 2023 for **€2.1 million (approximately $2.0 million USD)**, recorded in Accrued liabilities as of September 30, 2022[84](index=84&type=chunk) [Note 13. Stock-based Compensation Plans](index=23&type=section&id=Note%2013.%20Stock-based%20Compensation%20Plans) This note summarizes the activity and unrecognized expense related to the company's stock option and RSU plans | Stock Option and RSU Activity | Outstanding at Dec 31, 2021 | Granted | Exercised or released | Forfeited/Cancelled | Outstanding at Sep 30, 2022 | | :---------------------------- | :-------------------------- | :------ | :-------------------- | :------------------ | :-------------------------- | | Stock Options (Number) | 19,311,140 | 539,292 | (38,868) | (83,284) | 19,728,280 | | RSUs (Number) | 1,852,685 | 1,260,408 | (468,778) | (106,128) | 2,538,187 | - As of September 30, 2022, unrecognized stock-based compensation expense was **$2.7 million** for stock options (expected over **3.5 years**) and **$11.1 million** for RSUs (expected over **3.09 years**)[88](index=88&type=chunk)[89](index=89&type=chunk) [Note 14. Stockholders' Equity](index=24&type=section&id=Note%2014.%20Stockholders'%20Equity) This note provides details on the company's common stock, outstanding warrants, and share repurchase activities - As of September 30, 2022, there were **248,153,362 shares** of Class A common stock issued and outstanding[92](index=92&type=chunk) - Total warrants outstanding were **19,028,165** as of September 30, 2022, including **11,013,665 Public Warrants** and **8,014,500 Private Placement Warrants**[93](index=93&type=chunk) - The Company repurchased a total of **272,577 public warrants** for **$0.5 million** and **$31 thousand**, respectively, and suspended its share repurchase program as of January 5, 2022[94](index=94&type=chunk) [Note 15. Related Party Transactions](index=25&type=section&id=Note%2015.%20Related%20Party%20Transactions) This note describes significant transactions and balances with related parties, including Horizon and Holthausen - The Company paid the remaining **$3.1 million** of a **$10.0 million** fixed payment under the Horizon IP Agreement in February 2022[95](index=95&type=chunk) - The Company acquired the remaining **49.5% equity interest** in Hyzon Europe from Holthausen in December 2022 for **€3.5 million (approximately $3.7 million USD)**, gaining **100% ownership**[101](index=101&type=chunk) | Related Party Balances (in thousands) | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------------ | :----------- | :----------- | | Related party payable to Horizon | $100 | $3,700 | | Related party payable to Holthausen | $300 | $(300) | [Note 16. Income (Loss) per share](index=27&type=section&id=Note%2016.%20Income%20(Loss)%20per%20share) This note presents the basic and diluted net income or loss per share and lists potentially dilutive securities | Net income (loss) per share attributable to Hyzon | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :------------------------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Basic | $(0.10) | $0.15 | $0.04 | $0.09 | | Diluted | $(0.10) | $0.14 | $0.04 | $0.08 | | Potentially Dilutive Securities (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--------------------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Restricted stock units | 2,538 | 426 | 937 | 426 | | Stock options with service conditions | 12,419 | — | 539 | — | | Private placement warrants | 8,015 | 8,015 | 8,015 | 8,015 | | Public warrants | 11,014 | 11,286 | 11,014 | 11,286 | | Earnout shares | 23,250 | 23,250 | 23,250 | 23,250 | [Note 17. Subsequent Events](index=28&type=section&id=Note%2017.%20Subsequent%20Events) This note discloses significant events occurring after the reporting period, including investments, divestitures, and regulatory updates - In December 2022, the Company invested **$8.5 million** in Raven SR S1 LLC, with an additional **$1.5 million** to be paid in 2023, for an approximate **20% ownership** in a solid waste-to-hydrogen production facility[107](index=107&type=chunk) - The Company sold its equity interest in Hyzon Guangdong to Hymas for approximately **$3.1 million** in cash in December 2022 and repurchased approximately **3.8 million shares** of common stock from Hymas for **$6.4 million**[108](index=108&type=chunk)[109](index=109&type=chunk) - Nasdaq issued Staff Determinations in February and April 2023 regarding non-compliance with listing rules due to delayed filings, with the Hearings Panel granting continued listing until **May 15, 2023**[110](index=110&type=chunk)[111](index=111&type=chunk) - The Delaware Court of Chancery granted the Company's petition under Section 205 of the DGCL in March 2023, validating the approval of increased authorized share capital at the July 2021 shareholder meeting[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section offers management's analysis of financial condition and operations, covering business strategies, market trends, performance, liquidity, non-GAAP measures, and critical accounting policies [Overview](index=29&type=section&id=Overview) This section introduces Hyzon Motors Inc.'s business model, focusing on hydrogen fuel cell electric vehicles and a clean hydrogen supply ecosystem - Hyzon Motors Inc. focuses on assembling and supplying hydrogen-powered fuel cell electric vehicles (FCEVs) and building a clean hydrogen supply ecosystem in the US, Netherlands, and Australia[115](index=115&type=chunk)[118](index=118&type=chunk) - The company's strategy involves designing and developing one vehicle platform per region, manufacturing fuel cells in-house, and leveraging third-party vehicle assemblers to maintain an asset-light business model and lower production costs[116](index=116&type=chunk) [Key Trends and Uncertainties](index=30&type=section&id=Key%20Trends%20and%20Uncertainties) This section discusses significant trends and uncertainties impacting the company, including revenue generation, R&D expenses, supply chain risks, and regulatory compliance - The company reported negligible revenue for Q3 2022 and **$2.9 million** for the nine months ended September 30, 2022, indicating that its business model is yet to be proven at scale, requiring completion of manufacturing facilities and R&D milestones[120](index=120&type=chunk) - Hyzon is developing an end-to-end hydrogen ecosystem with partners for production and dispensing infrastructure, aiming for zero-to-negative carbon intensity hydrogen at below diesel-parity costs[122](index=122&type=chunk) - The company expects substantial and increasing R&D expenses to maintain its leadership in hydrogen technology, focusing on vehicle design, software, fuel cell systems, and electric powertrains[123](index=123&type=chunk) - Hyzon relies on third parties, including its parent company Horizon, for key inputs and components, and faces supply chain disruptions, cost increases, and potential inability of suppliers to deliver on acceptable terms[125](index=125&type=chunk)[126](index=126&type=chunk) - The company operates in a highly regulated industry, and non-compliance or changes in laws/regulations could significantly impact its business, financial condition, and operating results[131](index=131&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of the company's financial performance, including revenue, cost of revenue, operating expenses, and net income or loss | (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | $ Change | % Change | | :--------------- | :------------------------------ | :------------------------------ | :------- | :------- | | Revenue | $5 | $89 | $(84) | (94)% | | Cost of revenue | $8,203 | $204 | $7,999 | 3921% | | R&D | $9,241 | $3,982 | $5,259 | 132% | | SG&A | $36,103 | $42,661 | $(6,558) | (15)% | | Loss from operations | $(53,542) | $(46,758) | $(6,784) | 15% | | Net income (loss) | $(35,653) | $33,845 | $(69,498) | (205)% | | (in thousands) | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | $ Change | % Change | | :--------------- | :----------------------------- | :----------------------------- | :------- | :------- | | Revenue | $2,939 | $89 | $2,850 | 3202% | | Cost of revenue | $10,226 | $204 | $10,022 | 4913% | | R&D | $26,660 | $8,081 | $18,579 | 230% | | SG&A | $75,920 | $51,607 | $24,313 | 47% | | Loss from operations | $(109,867) | $(59,803) | $(50,064) | 84% | | Net income (loss) | $(5,680) | $15,746 | $(21,426) | (136)% | - Cost of revenue for the three months ended September 30, 2022, was primarily due to customer contract provisions, inventory write-downs, and costs of **20 FCEVs** delivered to Jiushuang[135](index=135&type=chunk) - Selling, general, and administrative expenses decreased by **$6.6 million** for the three months ended September 30, 2022, primarily due to **$26.8 million** lower stock compensation expense, offset by increases in legal, accounting, consulting fees, and Orten acquisition cancellation costs[139](index=139&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures like EBITDA and Adjusted EBITDA to GAAP net income or loss - EBITDA is defined as net income (loss) before interest, income tax, and depreciation/amortization. Adjusted EBITDA further adjusts for stock-based compensation, fair value changes of warrant and earnout liabilities, gain/loss on equity securities, and other special items[160](index=160&type=chunk) | (in thousands) | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) | $(35,653) | $33,845 | $(5,680) | $15,746 | | EBITDA | $(35,093) | $34,401 | $(3,059) | $21,666 | | Adjusted EBITDA | $(38,695) | $(14,431) | $(87,463) | $(26,288) | [Liquidity](index=37&type=section&id=Liquidity) This section assesses the company's ability to meet its short-term and long-term financial obligations, including cash position and future capital needs - The Company incurred net losses and used **$116.2 million** in operating activities for the nine months ended September 30, 2022. As of September 30, 2022, it had **$70.6 million** in cash and cash equivalents and **$239.6 million** in short-term investments[164](index=164&type=chunk) - As an early-stage growth company, Hyzon expects to incur net losses and will need to raise additional capital through equity, debt financing, strategic collaborations, and licensing arrangements to fund operations[165](index=165&type=chunk) - Management believes current financial resources are sufficient for the next 12 months, supported by strategic actions including global organizational integration, elimination of non-vital R&D programs, reduction of vehicle variants, halting China deliveries, and divestitures[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) [Contractual Obligations and Commitments](index=40&type=section&id=Contractual%20Obligations%20and%20Commitments) This section discusses any material changes to the company's contractual obligations and commitments - There were no material changes to contractual obligations outside the ordinary course of business for the nine months ended September 30, 2022[177](index=177&type=chunk) [Off-Balance Sheet Arrangements](index=40&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements that could impact the company's financial position - The Company does not maintain any off-balance sheet arrangements, transactions, obligations, or relationships with unconsolidated entities that would materially affect its financial condition or results of operations[178](index=178&type=chunk) [Critical Accounting Policies and Estimates](index=40&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section highlights the company's critical accounting policies and estimates, noting any substantial changes - There have been no substantial changes to the Company's critical accounting policies and estimates for the nine months ended September 30, 2022[179](index=179&type=chunk) [Emerging Growth Company Status](index=40&type=section&id=Emerging%20Growth%20Company%20Status) This section explains the company's status as an emerging growth company and its election regarding accounting standards and disclosures - Hyzon has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards as an emerging growth company under the JOBS Act[180](index=180&type=chunk) - The Company intends to rely on JOBS Act exemptions, including not providing an auditor's attestation report on internal control over financial reporting and reduced compensation disclosures[181](index=181&type=chunk) [Material Transactions with Related Parties](index=41&type=section&id=Material%20Transactions%20with%20Related%20Parties) This section reiterates details on significant transactions with related parties, consistent with Note 15 - The Company made deposit payments to Horizon and its subsidiaries for fuel cell components, with a remaining balance of **$6.0 million** as of September 30, 2022[183](index=183&type=chunk) - The Company acquired the remaining **49.5% equity interests** of Hyzon Europe from Holthausen in December 2022, gaining **100% ownership**[188](index=188&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Hyzon Motors Inc. is exempt from providing quantitative and qualitative disclosures about market risk - Hyzon Motors Inc. is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk[191](index=191&type=chunk) [Item 4. Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, identifies material weaknesses in internal control over financial reporting, outlines the remediation plan, and confirms no material changes in internal control during the quarter [Evaluation of Disclosure Controls and Procedures](index=42&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section assesses the effectiveness of the company's disclosure controls and procedures, noting identified material weaknesses - As of September 30, 2022, the Chief Executive Officer and Interim Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting[194](index=194&type=chunk) - Despite the ineffectiveness, management concluded that the unaudited interim consolidated financial statements for the periods presented fairly represent the Company's financial position, results of operations, and cash flows in conformity with U.S. GAAP[195](index=195&type=chunk) [Material Weaknesses in Internal Control over Financial Reporting](index=42&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20over%20Financial%20Reporting) This section identifies specific material weaknesses in the company's internal control over financial reporting and their implications - Material weaknesses identified include insufficient qualified resources, ineffective risk assessment, inadequate internal information and communication processes, and insufficient establishment of structures, reporting lines, and responsibilities[196](index=196&type=chunk)[197](index=197&type=chunk) - These deficiencies led to the conclusion that the Company did not effectively design, implement, and operate process-level control activities related to revenue recognition, complex accounting transactions, and the financial close process[196](index=196&type=chunk) [Remediation Plan and Status](index=43&type=section&id=Remediation%20Plan%20and%20Status) This section outlines the actions taken and planned by management to address and remediate the identified material weaknesses - Remedial actions taken include appointing new executive officers, hiring additional finance and accounting personnel, engaging external consultants, establishing a Disclosure Committee, and implementing a formal regional general manager financial statement review process[199](index=199&type=chunk) - Planned actions include designing a comprehensive risk assessment process, further developing formal policies for financial reporting and complex accounting, formalizing controls for sales and vendor contracting, and completing ethics and public company training[200](index=200&type=chunk) [Changes in Internal Control over Financial Reporting](index=44&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any changes in the company's internal control over financial reporting during the quarter - There have been no changes in the Company's internal control over financial reporting during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to affect, its internal control over financial reporting[201](index=201&type=chunk) PART II – OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the information on legal proceedings from Note 12, detailing ongoing litigation and government investigations - Information regarding legal proceedings is incorporated by reference from Note 12. Commitments and Contingencies of the unaudited interim consolidated financial statements[203](index=203&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors previously disclosed in the 2021 Form 10-K/A and highlights additional risks related to adverse developments in the financial services industry - No material changes to risk factors described in the 2021 Form 10-K/A, except for additional risks concerning adverse developments affecting the financial services industry[204](index=204&type=chunk) - New risks include potential negative impacts on liquidity and access to funding due to events involving limited liquidity, defaults, or non-performance by financial institutions, as seen with Silicon Valley Bank and Signature Bank[205](index=205&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section confirms that there were no unregistered sales of equity securities during the nine months ended September 30, 2022 - There were no sales of equity securities for the nine months ended September 30, 2022, that were not registered under the Securities Act[209](index=209&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[210](index=210&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[211](index=211&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report - No other information to report[212](index=212&type=chunk) [Item 6. Exhibits](index=47&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including organizational documents, agreements, and certifications - Key exhibits include the Second Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, Cancellation Agreement with Orten Holding GmbH, and certifications of the CEO and Interim CFO[216](index=216&type=chunk) SIGNATURES This section contains the official signatures of the company's executive officers, certifying the accuracy of the report - The report is signed by Parker Meeks, Chief Executive Officer, and Jiajia Wu, Interim Chief Financial Officer and Chief Accounting Officer, on May 1, 2023[218](index=218&type=chunk)[220](index=220&type=chunk)

Revenue Performance - Revenue for the three months ended June 30, 2022, was $46,000, a significant increase from negligible revenue in the same period of 2021[123]. - The company reported $2.9 million in revenue from hydrogen fuel cell systems and retrofit services for the six months ended June 30, 2022[110]. - Revenue for the six months ended June 30, 2022, was $2.9 million, representing sales of fuel cell systems in the U.S., FCEVs in China, and retrofit services in Europe, compared to no revenue for the same period in 2021[136]. Operating Expenses - Operating expenses for the three months ended June 30, 2022, totaled $31.9 million, up 244% from $9.3 million in the same period of 2021[125]. - Operating expenses for the six months ended June 30, 2022, were $59.3 million, significantly higher than $13.0 million for the same period in 2021[137]. - Selling, general, and administrative expenses rose by 246% to $20.1 million for the three months ended June 30, 2022, compared to $5.8 million in 2021[123]. - Selling, general, and administrative expenses rose to $39.8 million for the six months ended June 30, 2022, compared to $8.9 million in 2021, driven by higher legal, accounting, and consulting fees totaling $8.2 million[142]. - Research and development expenses increased by 202% to $10.5 million for the three months ended June 30, 2022, compared to $3.5 million in 2021[123]. - Research and development expenses increased to $17.4 million for the six months ended June 30, 2022, from $4.1 million in 2021, primarily due to $7.1 million in higher personnel costs and $6.2 million for materials[140]. Net Loss - The net loss attributable to Hyzon for the three months ended June 30, 2022, was $42.0 million, compared to a loss of $9.4 million in the same period of 2021, representing a 546% increase in loss[123]. - Net loss attributable to noncontrolling interests was $5.5 million for the six months ended June 30, 2022, up from $0.5 million in 2021, due to increased activities in joint ventures[149]. - The company expects to continue incurring net losses in the near term while focusing on advancing its proprietary fuel cell technology and commercializing heavy-duty vehicle platforms[156]. Cash Flow and Financial Position - Net cash used in operating activities was $68.9 million for the six months ended June 30, 2022, up from $19.5 million in the same period of 2021[164]. - As of June 30, 2022, the company had $363.9 million in unrestricted cash and cash equivalents, with positive working capital of $405.3 million[155]. - The company has no debt as of June 30, 2022, following the conversion of convertible notes into common stock[162]. - Net cash used in investing activities was $7.7 million for the six months ended June 30, 2022, primarily for property and equipment[166]. Strategic Plans and Business Model - Hyzon plans to expand its integration activities across rail, aviation, and mobile power applications, anticipating growth in these sectors due to technological advances in hydrogen fuel cells[107]. - The company is focused on building a clean hydrogen supply ecosystem and collaborating with strategic partners for hydrogen production and refueling stations[108]. - Hyzon's business model relies on third-party vehicle assemblers to maintain an asset-light approach and lower production costs[106]. - The company aims to achieve cash flow breakeven during the last two quarters of 2022 and the first quarter of 2023[159]. - The company has identified optimizations in its business model to reduce working capital requirements for fuel cell system manufacturing[159]. Internal Control and Governance - Material weaknesses in internal control over financial reporting were identified, including ineffective risk assessment and insufficient qualified resources[190]. - The company has appointed a new Chief Executive Officer and Interim Chief Financial Officer as part of its remediation plan for internal control weaknesses[193]. - A comprehensive risk assessment process is being designed to identify and assess risks of material misstatements in financial reporting[193]. - The company plans to implement formal policies and documentation procedures related to financial reporting and revenue recognition[193]. - There have been no changes in internal control over financial reporting that materially affected the company during the quarter ended June 30, 2022[195].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q ______________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR (I.R.S. Employer Identification No.) 475 Quaker Meeting House Road Honeoye Falls, NY 14472 (Address of principal executive offices) (Zip Code) (585)-484-9337 (Registrant's telephone number, including area code) Not A ...

Hyzon Motors Inc. (NASDAQ:HYZN) Q1 2022 Results Earnings Conference Call May 6, 2022 8:30 AM ET Company Participants Darla Rivera - Investor Relations Manager Craig Knight - Chief Executive Officer and Co-Founder Mark Gordon - Senior Adviser and Former Chief Financial officer Sam Chong - Chief Financial officer Conference Call Participants Michael Shlisky - D.A. Davidson & Co. William Peterson - J.P. Morgan Securities LLC Jerry Revich - Goldman Sachs Steven Fox - Fox Advisors LLC Noel Parks - Tuohy Brothers ...

Hyzon Motors Business Update HYZON MOTORS | May 6, 2022 Disclaimer FORWARD-LOOKING STATEMENTS This presentation (this "Presentation") includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," the negative of such terms or other similar expre ...

Financial Performance - Hyzon reported $6.0 million in revenue for 2021, indicating that its business model is still in the early stages of commercialization [373]. - Revenue for the year ended December 31, 2021, was $6.0 million, a significant increase from $0 for the period from January 21, 2020, to December 31, 2020 [388]. - Total operating expenses for the year ended December 31, 2021, were $107.4 million, compared to $14.2 million for the prior period, representing a 655% increase [389]. - Net loss attributable to Hyzon for the year ended December 31, 2021, was $13.8 million, a slight decrease of 3% from the previous period's loss of $14.3 million [388]. - The Company incurred net losses of $19.3 million for the year ended December 31, 2021, and an accumulated deficit of $28.1 million as of the same date [480]. - The Company recorded net foreign currency transaction losses of $1.3 million for the year ended December 31, 2021 [516]. Research and Development - The company expects to incur substantial research and development expenses as it aims to maintain its leadership in hydrogen technology [377]. - Research and development expenses increased to $16.4 million for the year ended December 31, 2021, from $1.4 million in the previous period, marking a 1037% increase [393]. - The Company expensed research and development costs as incurred, focusing on improving existing products and developing new ones [520]. Cash Flow and Capital Structure - The Business Combination with DCRB generated approximately $512.9 million in cash, net of transaction costs, which will be used for general corporate purposes, including infrastructure development and R&D [367][369]. - The company incurred net cash used in operating activities of $95.2 million for the year ended December 31, 2021, compared to $1.2 million for the prior period [409]. - Net cash used in investing activities was $23.7 million for the year ended December 31, 2021, primarily due to $14.5 million in capital expenditures and $4.3 million in machinery and equipment deposits [416]. - Net cash provided by financing activities was $550.7 million for the year ended December 31, 2021, primarily from $512.9 million in proceeds from the Business Combination [418]. - The company is exploring raising additional capital through its subsidiary, Hyzon Zero Carbon, Inc., to invest in hydrogen production, distribution, and fueling stations [410]. - As of December 31, 2021, the company had $445.1 million in unrestricted cash and positive working capital of $464.0 million [409]. Business Operations and Strategy - Hyzon plans to invest in the construction of hydrogen production hubs and refueling stations to support its back-to-base model, with a focus on low-to-negative carbon intensity hydrogen [376]. - The company signed a memorandum of understanding with TotalEnergies to supply 80 hydrogen fuel cell-powered trucks for TotalEnergies' French customers [360]. - Hyzon has entered into agreements with multiple partners, including Raven SR and RenewH2, to develop hydrogen production and supply infrastructure [361][362]. - Hyzon's customer base is expected to expand beyond initial major customers to include longer-haul trucks, buses, and other mobility applications [378]. - The competitive landscape includes established vehicle companies and other fuel cell manufacturers, with Hyzon positioned to capitalize on the growing demand for hydrogen-powered vehicles [384]. - Hyzon's hydrogen solutions are aimed at commercial vehicle operators seeking to decarbonize and reduce total cost of ownership compared to traditional vehicles [383]. Liabilities and Obligations - The company has contractual obligations totaling $49.96 million as of December 31, 2021, with significant payments due in 2022 and 2023 [419]. - Total liabilities as of December 31, 2021, were $160.3 million, up from $6.2 million as of December 31, 2020 [460]. - The Company accrued warranty obligations of $1.1 million within Other liabilities as of December 31, 2021 [490]. Shareholder and Equity Information - The Business Combination resulted in the issuance of approximately 173.4 million shares of Class A common stock [535]. - The total shares of common stock immediately after the Business Combination amounted to 246,994,209 [542]. - The earnout liability was recorded at $188.4 million at the close of the Business Combination and decreased to $103.8 million by December 31, 2021 [548]. - The earnout shares granted to legacy common stockholders could total up to 23,250,000 shares based on stock price performance over five years [547]. - The Company completed PIPE Financing for an aggregate commitment of $355 million at $10.00 per share [539]. Market and Industry Challenges - Supply chain disruptions continue to impact the automotive industry, affecting the availability and cost of key components like semiconductors [380]. - The Company has incurred significant expenses and is expected to continue incurring losses for the foreseeable future due to various risks and uncertainties [482]. - The company has established relationships with several customers, but faces risks of unilateral termination or reduction in business from these customers [553].

Hyzon Motors Business Update HYZON MOTORS | March 23, 2022 Disclaimer FORWARD-LOOKING STATEMENTS This presentation (this "Presentation") includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," the negative of such terms or other similar ex ...

Hyzon Motors Inc. (NASDAQ:HYZN) Q4 2021 Earnings Conference Call March 23, 2022 8:30 AM ET Company Participants Darla Rivera - Investor Relations Manager Craig Knight - Chief Executive Officer Pat Griffin - President of Vehicle Operations Mark Gordon - Chief Financial officer Conference Call Participants Jerry Revich - Goldman Sachs Courtney Yakavonis - Morgan Stanley Rob Wertheimer - Melius Research Bill Peterson - J.P. Morgan Jed Dorsheimer - Canaccord Genuity Mike Shlisky - D.A. Davidson Steven Fox - Fox ...