UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended SeptemberJune 30, 20212022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-39136
Helbiz, |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware | 84-3015108 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
32 Old Slip, New York, NY 10005
(Address of principal executive offices)
((917)917) 675-7157
(Issuer’s telephone number)
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.00001 par value | HLBZ | The Nasdaq Stock Market LLC | ||
The Stock Market LLC |
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 11, 2021,August 15, 2022, shares of common stock, par value $0.00001 per share, were issued and outstanding.
|
HELBIZ, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 20212022
TABLE OF CONTENTS
2 |
PART 1 – FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
Helbiz, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
September 30, | December 31, | June 30, | December 31, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
ASSETS | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 7,943 | $ | 757 | $ | 2,480 | $ | 21,143 | ||||||||
Accounts receivable | 619 | 96 | ||||||||||||||
Contract assets | 2,367 | — | ||||||||||||||
Accounts receivables | 1,788 | 451 | ||||||||||||||
Contract assets – Media rights | 1,806 | 2,758 | ||||||||||||||
VAT receivables | 2,843 | 2,992 | ||||||||||||||
Prepaid and other current assets | 8,042 | 1,166 | 4,458 | 4,681 | ||||||||||||
Total current assets | 18,972 | 2,019 | 13,375 | 32,025 | ||||||||||||
Property and equipment, net | 4,200 | 3,723 | ||||||||||||||
Property, equipment and deposits, net | 11,234 | 7,616 | ||||||||||||||
Goodwill | 10,708 | — | 9,791 | 10,696 | ||||||||||||
Intangible assets, net | 2,388 | 167 | 1,493 | 2,075 | ||||||||||||
Other assets | 1,216 | 451 | 1,539 | 1,212 | ||||||||||||
TOTAL ASSETS | $ | 37,483 | $ | 6,360 | $ | 37,433 | $ | 53,623 | ||||||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 10,357 | $ | 2,970 | ||||||||||||
Account payables | $ | 14,182 | $ | 10,536 | ||||||||||||
Accrued expenses and other current liabilities | 2,828 | 1,073 | 4,000 | 3,806 | ||||||||||||
Deferred revenues | 1,685 | 146 | 3,651 | 1,585 | ||||||||||||
Warrant liability | 5,330 | 6,439 | ||||||||||||||
Short term financial liabilities, net | 1,659 | 2,861 | ||||||||||||||
Total current liabilities | 21,859 | 13,489 | ||||||||||||||
Warrant liabilities | 210 | 1,596 | ||||||||||||||
Short term financial liabilities and capital leases, net | 30,597 | 25,473 | ||||||||||||||
Total current Liabilities | 52,640 | 42,996 | ||||||||||||||
Other non-current liabilities | 364 | 149 | 502 | 419 | ||||||||||||
Non-current financial liabilities, net | 18,215 | 4,028 | 17,557 | 18,057 | ||||||||||||
TOTAL LIABILITIES | 40,438 | 17,666 | 70,699 | 61,472 | ||||||||||||
CONVERTIBLE PREFERRED STOCK | ||||||||||||||||
Convertible Preferred Stock Series A, $ | par value; shares authorized at December 31, 2020; shares issued and outstanding at December 31, 2020. Convertible Preferred stock Series A has been eliminated with the Business Combination on August 12, 2021.— | — | ||||||||||||||
Convertible Preferred Stock Series B, $ | par value; shares authorized at December 31, 2020; shares issued and outstanding at December 31, 2020. Convertible Preferred stock Series B has been eliminated with the Business Combination on August 12, 2021.— | 4,040 | ||||||||||||||
Preferred stock, $ | par value; shares authorized; issued and outstanding— | — | ||||||||||||||
Commitments and contingencies | ||||||||||||||||
STOCKHOLDERS’ DEFICIT | ||||||||||||||||
Class A Common stock, $ | par value; shares authorized and; and shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively.84,592 | 24,872 | ||||||||||||||
Class B Common stock, $ | par value; shares authorized and; shares issued and outstanding at September 30, 2021 and shares issued and outstanding at December 31, 2020.0 | — | ||||||||||||||
Subscription receivables | — | (4,033 | ) | |||||||||||||
Preferred stock, $ | par value; shares authorized; issued and outstanding— | — | ||||||||||||||
Class A Common stock, $ | par value; shares authorized and; and shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.114,888 | 101,454 | ||||||||||||||
Class B Common stock, $ | par value; shares authorized and; shares issued and outstanding at June 30, 2022 and December 31, 2021.— | — | ||||||||||||||
Accumulated other comprehensive (loss) income | (290 | ) | 36 | (1,150 | ) | (621 | ) | |||||||||
Accumulated deficit | (87,256 | ) | (36,221 | ) | (147,004 | ) | (108,682 | ) | ||||||||
Total stockholders’ deficit | (2,954 | ) | (15,346 | ) | ||||||||||||
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | $ | 37,483 | 6,360 | |||||||||||||
Total Stockholders’ deficit | (33,266 | ) | (7,849 | ) | ||||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 37,433 | 53,623 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3 |
Helbiz, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenue | $ | 4,702 | $ | 2,013 | $ | 8,700 | $ | 2,876 | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenue | 9,844 | 2,235 | 20,421 | 4,806 | ||||||||||||
Research and development | 853 | 441 | 2,017 | 1,031 | ||||||||||||
Sales and marketing | 4,374 | 1,717 | 6,782 | 3,298 | ||||||||||||
General and administrative | 9,298 | 3,237 | 15,891 | 6,891 | ||||||||||||
Total operating expenses | 24,370 | 7,631 | 45,111 | 16,026 | ||||||||||||
Loss from operations | (19,668 | ) | (5,618 | ) | (36,411 | ) | (13,150 | ) | ||||||||
Other income (expenses) | ||||||||||||||||
Interest expense, net | (562 | ) | (410 | ) | (1,627 | ) | (1,076 | ) | ||||||||
Gain (Loss) on extinguishment of debts | — | 1,055 | — | 323 | ||||||||||||
Change in fair value of warrant liability | (8,038 | ) | (653 | ) | (12,166 | ) | (1,233 | ) | ||||||||
Other income (expenses) | (41 | ) | (18 | ) | (301 | ) | (25 | ) | ||||||||
Total other expenses, net | (8,641 | ) | (26 | ) | (14,094 | ) | (2,011 | ) | ||||||||
Income Taxes | (7 | ) | (11 | ) | (40 | ) | (17 | ) | ||||||||
Net loss | $ | (28,316 | ) | $ | (5,655 | ) | $ | (50,545 | ) | $ | (15,176 | ) | ||||
Deemed Dividends and Deemed Dividends equivalents | $ | (418 | ) | $ | (35 | ) | $ | (490 | ) | $ | (388 | ) | ||||
Net loss per share attributable to common stockholders | $ | (28,734 | ) | $ | (5,690 | ) | $ | (51,035 | ) | $ | (15,564 | ) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (1.09 | ) | $ | (0.29 | ) | $ | (2.17 | ) | $ | (0.88 | ) | ||||
Other comprehensive (loss) income, net of tax: | ||||||||||||||||
Changes in foreign currency translation adjustments | $ | (287 | ) | $ | 20 | $ | (326 | ) | $ | (0 | ) | |||||
Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents | $ | (28,603 | ) | $ | (5,635 | ) | $ | (50,871 | ) | $ | (15,176 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenue | $ | 4,358 | $ | 2,982 | $ | 7,670 | $ | 3,997 | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenue | 10,267 | 6,073 | 21,606 | 10,577 | ||||||||||||
General and administrative | 6,436 | 2,638 | 13,115 | 6,592 | ||||||||||||
Sales and marketing | 3,415 | 1,275 | 6,013 | 2,408 | ||||||||||||
Research and development | 638 | 588 | 1,382 | 1,164 | ||||||||||||
Total operating expenses | 20,756 | 10,574 | 42,116 | 20,741 | ||||||||||||
Loss from operations | (16,398 | ) | (7,592 | ) | (34,447 | ) | (16,744 | ) | ||||||||
Non-operating income (expenses), net | ||||||||||||||||
Interest expense, net | (1,512 | ) | (566 | ) | (3,492 | ) | (1,064 | ) | ||||||||
Gain (loss) on extinguishment of debts | (2,065 | ) | — | (2,065 | ) | — | ||||||||||
Change in fair value of warrant liabilities | 441 | — | 1,386 | (4,127 | ) | |||||||||||
Other income (expenses), net | (199 | ) | 12 | (507 | ) | (260 | ) | |||||||||
Total non-operating income (expenses), net | (3,335 | ) | (554 | ) | (4,679 | ) | (5,452 | ) | ||||||||
Income Taxes | (7 | ) | (18 | ) | (12 | ) | (33 | ) | ||||||||
Net loss | $ | (19,740 | ) | $ | (8,164 | ) | $ | (39,137 | ) | $ | (22,229 | ) | ||||
Deemed Dividends and Deemed Dividends equivalents | $ | — | $ | (37 | ) | $ | — | $ | (72 | ) | ||||||
Net loss per share attributable to common stockholders | $ | (19,740 | ) | $ | (8,201 | ) | $ | (39,137 | ) | $ | (22,301 | ) | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (0.57 | ) | $ | (0.36 | ) | $ | (1.21 | ) | $ | (1.01 | ) | ||||
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 34,737,852 | 22,666,617 | 32,438,971 | 22,134,945 | ||||||||||||
Net loss | (19,740 | ) | (8,164 | ) | (39,137 | ) | (22,229 | ) | ||||||||
Other comprehensive (loss) income, net of tax: | ||||||||||||||||
Changes in foreign currency translation adjustments | $ | (206 | ) | $ | (46 | ) | $ | (529 | ) | $ | (39 | ) | ||||
Net loss and comprehensive income, excluded Deemed Dividends and Deemed Dividends equivalents | $ | (19,946 | ) | $ | (8,210 | ) | $ | (39,666 | ) | $ | (22,268 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4 |
HELBIZ, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and six months ended June 30, 2022
(in thousands, except share and per share data)
(unaudited)
SERIES A – CONVERTIBLE PREFERRED | SERIES B – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Common Stock | Subscription | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | |||||||||||||||||||||||||||||||
STOCK | STOCK | Shares | Amount | Shares | Amount | Shares | Amount | Receivables | Deficit | Income | DEFICIT | ||||||||||||||||||||||||||||
Balance at January 1, 2021 | — | $ | 4,040 | 4,392,919 | $ | 24,872 | — | $ | — | — | (4,033 | ) | $ | (36,221 | ) | $ | 36 | $ | (15,346 | ) | |||||||||||||||||||
Retroactive Application of the conversion ratio 4.63 applied on the reverse merger (Note 4) | — | 20,359,154 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Issuance of common shares – for Sale | — | 127,116 | 923 | — | — | — | — | — | 923 | ||||||||||||||||||||||||||||||
Issuance of common stock – for Warrant conversion | — | 1,075,867 | 10,567 | — | — | — | — | — | 10,567 | ||||||||||||||||||||||||||||||
Issuance of common shares – for settlement of Lease | — | 177,827 | 1,747 | — | — | — | — | — | 1,747 | ||||||||||||||||||||||||||||||
Settlement of Subscription Receivables | — | — | — | — | — | 4,033 | — | — | 4,033 | ||||||||||||||||||||||||||||||
Share based compensation | — | 15,706 | 1,716 | — | — | — | — | — | 1,716 | ||||||||||||||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 35 | — | — | — | — | — | (35 | ) | — | (35 | ) | ||||||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | — | 7 | 7 | ||||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | (14,065 | ) | — | (14,065 | ) | ||||||||||||||||||||||||||
Balance at March 31, 2021 | — | $ | 4,075 | 21,755,670 | $ | 39,825 | — | $ | — | — | — | $ | — | $ | (50,321 | ) | $ | 43 | $ | (10,453 | ) | ||||||||||||||||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | — | 1,057,740 | 10,389 | — | — | — | — | — | 10,389 | ||||||||||||||||||||||||||||||
Share based compensation | — | — | 447 | — | — | — | — | — | 447 | ||||||||||||||||||||||||||||||
Exchange of Class A Common Stock to Class B Common Stock | — | (14,225,898 | ) | — | 14,225,898 | 0 | — | — | — | 0 | |||||||||||||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 37 | — | — | — | — | — | (37 | ) | — | (37 | ) | ||||||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | — | (46 | ) | (46 | ) | ||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | (8,164 | ) | — | (8,164 | ) | ||||||||||||||||||||||||||
Balance at June 30, 2021 | — | $ | 4,112 | 8,587,511 | $ | 50,661 | 14,225,898 | $ | 0 | — | $ | — | $ | (58,522 | ) | $ | (3 | ) | $ | (7,864 | ) | ||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 418 | — | — | — | — | — | (418 | ) | — | (418 | ) | ||||||||||||||||||||||||||||
Issuance of common stock – for Conversion of Series B Convertible Redeemable Preferred Stocks | (4,530 | ) | 1,313,754 | 4,530 | — | — | — | — | — | 4,530 | |||||||||||||||||||||||||||||
Reverse recapitalization and issuance of PIPE units - Net of offering costs | — | 4,988,551 | 20,392 | — | — | — | — | — | 20,392 | ||||||||||||||||||||||||||||||
Share based compensation | — | 380,520 | 4,343 | — | — | — | — | — | 4,343 | ||||||||||||||||||||||||||||||
Issuance of shares – Exercise of Liability warrant | — | 165,289 | 4,666 | — | — | — | — | — | 4,666 | ||||||||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | — | (287 | ) | (287 | ) | ||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | (28,316 | ) | (28,316 | ) | |||||||||||||||||||||||||||
Balance at September 30, 2021 | — | $ | — | 15,435,625 | $ | 84,592 | 14,225,898 | $ | 0 | — | $ | — | $ | (87,256 | ) | $ | (290 | ) | $ | (2,954 | ) |
Class A Common Stock | Class B Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Deficit | Income | DEFICIT | ||||||||||||||||||||||||||||||
Balance as of March 31, 2022 | — | 18,699,956 | $ | 105,180 | $ | 14,225,898 | $ | — | — | $ | (127,263 | ) | $ | (944 | ) | $ | (23,027 | ) | ||||||||||||||||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | — | 603 | — | — | — | — | 603 | |||||||||||||||||||||||||||||
Issuance of common shares – Commitment shares for Convertible Notes issuance | 150,000 | 399 | — | — | — | — | 399 | |||||||||||||||||||||||||||||
Issuance of common shares – to legal advisors for Convertible Note issuance | 200,000 | 296 | — | — | — | — | 296 | |||||||||||||||||||||||||||||
Issuance of common shares – for Conversion of 2021 Convertible Notes | 7,242,626 | 7,516 | — | — | — | — | 7,516 | |||||||||||||||||||||||||||||
Issuance of common shares - for Settlement of Account Payable | 79,353 | 117 | — | — | — | — | 117 | |||||||||||||||||||||||||||||
Share based compensation | 21,248 | 776 | — | — | — | — | 776 | |||||||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | (206 | ) | (206 | ) | |||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (19,740 | ) | (19,740 | ) | ||||||||||||||||||||||||||
Balance as of June 30, 2022 | — | 26,393,183 | $ | 114,888 | $ | 14,225,898 | $ | — | — | $ | (147,004 | ) | $ | (1,150 | ) | $ | (33,266 | ) |
Class A Common Stock | Class B Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Deficit | Income | DEFICIT | ||||||||||||||||||||||||||||||
Balance as of January 1, 2022 | — | 16,289,209 | $ | 101,454 | $ | 14,225,898 | $ | — | — | $ | (108,682 | ) | $ | (621 | ) | $ | (7,849 | ) | ||||||||||||||||||
ASU No. 2020-06 - modified retrospective method | — | (4,187 | ) | — | — | 816 | — | (3,371 | ) | |||||||||||||||||||||||||||
Issuance of common shares – for Conversion of 2021 Convertible Notes | 9,649,626 | 14,326 | — | — | — | — | 14,326 | |||||||||||||||||||||||||||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | — | 603 | — | — | — | — | 603 | |||||||||||||||||||||||||||||
Issuance of common shares – Commitment shares for Convertible Notes issuance | 150,000 | 399 | — | — | — | — | 399 | |||||||||||||||||||||||||||||
Issuance of common shares – to legal advisors for Convertible Note issuance | 200,000 | 296 | — | — | — | — | 296 | |||||||||||||||||||||||||||||
Issuance of common shares - for Settlement of Account Payable | 27,166 | 48 | — | — | — | — | 48 | |||||||||||||||||||||||||||||
Share based compensation | 77,182 | 1,948 | — | — | — | — | 1,948 | |||||||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | (529 | ) | (529 | ) | |||||||||||||||||||||||||||
Net Loss | — | — | — | — | — | — | (39,137 | ) | — | (39,137 | ) | |||||||||||||||||||||||||
Balance as of June 30, 2022 | — | 26,393,183 | $ | 114,888 | $ | 14,225,898 | $ | — | — | $ | (147,004 | ) | $ | (1,150 | ) | $ | (33,266 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5 |
HELBIZ, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three months ended June 30, 2021
(in thousands, except share and per share data)
(unaudited)
SERIES B – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Subscription | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||||||||
STOCK | Shares | Amount | Shares | Amount | Receivables | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||||||||||||||
Balance as of March 31, 2021 | $ | 4,075 | 21,755,670 | $ | 39,825 | — | $ | — | — | $ | (50,321 | ) | $ | 43 | (10,453 | ) | ||||||||||||||||||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | — | 1,057,740 | 10,389 | — | — | — | — | — | 10,389 | |||||||||||||||||||||||||||
Share based compensation | — | — | 447 | — | — | — | — | — | 447 | |||||||||||||||||||||||||||
Exchange of Class A Common Stock to Class B Common Stock | — | (14,225,898 | ) | — | 14,225,898 | — | — | — | — | — | ||||||||||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 37 | — | — | — | — | — | (37 | ) | — | (37 | ) | |||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | — | (46 | ) | (46 | ) | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (8,164 | ) | (8,164 | ) | ||||||||||||||||||||||||||
Balance as of June 30, 2021 | $ | 4,112 | 8,587,512 | 50,661 | 14,225,898 | $ | — | $ | — | $ | (58,522 | ) | $ | (3 | ) | $ | (7,863 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6 |
HELBIZ, Inc.
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the six months ended June 30, 2021
(in thousands, except share and per share data)
(unaudited)
SERIES B – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Subscription | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||||||||
STOCK | Shares | Amount | Shares | Amount | Receivables | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||||||||||||||
Balance as of January 1, 2021 | $ | 4,040 | 20,359,154 | 24,872 | — | $ | — | (4,033 | ) | $ | (36,221 | ) | $ | 36 | (15,346 | ) | ||||||||||||||||||||
Issuance of common shares – for Sale | — | 127,116 | 923 | — | — | — | — | — | 923 | |||||||||||||||||||||||||||
Issuance of common shares – to financial advisor for Issuance of Common Shares | — | 5,719 | 33 | — | — | — | — | — | 33 | |||||||||||||||||||||||||||
Issuance of common stock – Exercise of Warrants | — | 1,075,867 | 10,567 | — | — | — | — | — | 10,567 | |||||||||||||||||||||||||||
Issuance of common stock – for settlement of Lease | — | 177,827 | 1,747 | — | — | — | — | — | 1,747 | |||||||||||||||||||||||||||
Settlement of Subscription Receivables | — | — | — | — | — | 4,033 | — | — | 4,033 | |||||||||||||||||||||||||||
Share based compensation | — | 9,987 | 2,130 | — | — | — | — | — | 2,130 | |||||||||||||||||||||||||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | — | 1,057,740 | 10,389 | — | — | — | — | — | 10,389 | |||||||||||||||||||||||||||
Exchange of Class A Common Stock to Class B Common Stock | — | (14,225,898 | ) | — | 14,225,898 | — | — | — | — | — | ||||||||||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 72 | — | — | — | — | — | (72 | ) | — | (72 | ) | |||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | — | (39 | ) | (39 | ) | |||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | (22,229 | ) | — | (22,229 | ) | |||||||||||||||||||||||||
Balance as of June 30, 2021 | $ | 4,112 | 8,587,512 | 50,661 | 14,225,898 | $ | — | $ | — | $ | (58,522 | ) | $ | (3 | ) | (7,863 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
SERIES A – CONVERTIBLE PREFERRED | SERIES B – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Common Stock | Subscription | Accumulated | Accumulated Other Comprehensive (loss) | TOTAL STOCKHOLDERS | ||||||||||||||||||||||||||
STOCK | STOCK | Amount | Amount | Shares | Amount | Receivables | Deficit | Income | DEFICIT | |||||||||||||||||||||||||
Balance at January 1, 2020 - Pre Conversion | $ | 6,200 | — | — | — | 3,393,504 | $ | 1,223 | $ | — | $ | (11,224 | ) | $ | (2 | ) | $ | (10,003 | ) | |||||||||||||||
Retroactive Application of the conversion ratio applied on the reverse merger (Note 4) | — | — | 15,727,326 | — | — | — | — | — | ||||||||||||||||||||||||||
Share based compensation | — | — | 13,612 | 65 | — | — | — | 65 | ||||||||||||||||||||||||||
Dividends and dividend equivalents for Preferred Stockholders | 189 | — | — | — | — | (189 | ) | — | (189 | ) | ||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | (26 | ) | (26 | ) | ||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (2,334 | ) | — | (2,334 | ) | ||||||||||||||||||||||
Balance at March 31, 2020 | $ | 6,389 | — | — | — | 15,740,938 | $ | 1,288 | $ | — | $ | (13,747 | ) | $ | (28 | ) | $ | (12,487 | ) | |||||||||||||||
Issuance of Convertible Series B Preferred Stocks – Conversion of Series A Convertible Redeemable Preferred Stocks | (3,091 | ) | 3,079 | — | — | — | — | — | — | |||||||||||||||||||||||||
Issuance of Convertible Series B Preferred Stocks – Sale | — | 879 | — | — | — | — | — | — | ||||||||||||||||||||||||||
Issuance of common stock – for settlement of 0% Convertible Note and warrant | — | — | 440,189 | 1,430 | — | — | — | 1,430 | ||||||||||||||||||||||||||
Sale of common stock | — | — | 552,029 | 2,001 | — | — | — | 2,001 | ||||||||||||||||||||||||||
Issuance of Equity warrant | — | — | — | 600 | — | — | — | 600 | ||||||||||||||||||||||||||
Issuance of common stock – for exercise of 2019 Warrant Purchase Agreement | — | — | 417,989 | 479 | — | — | — | 479 | ||||||||||||||||||||||||||
Issuance of common stock – for Conversion of Series A Convertible Redeemable Preferred Stocks | (3,450 | ) | — | 790,156 | 3,450 | — | — | — | 3,450 | |||||||||||||||||||||||||
Share based compensation | — | — | 24,841 | 1,670 | — | — | — | 1,670 | ||||||||||||||||||||||||||
Dividends and Dividend equivalents for Preferred Stockholders | 152 | 12 | — | — | — | (164 | ) | — | (164 | ) | ||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | 6 | 6 | ||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (7,187 | ) | — | (7,187 | ) | ||||||||||||||||||||||
Balance at June 30, 2020 | $ | — | $ | 3,970 | — | — | 17,966,143 | $ | 10,918 | $ | — | $ | (21,098 | ) | $ | (22 | ) | $ | (10,202 | ) | ||||||||||||||
Issuance of common stock – for settlement of 10% Convertible Notes | — | — | 619,105 | 2,013 | — | — | �� | 2,013 | ||||||||||||||||||||||||||
Sale of common stock | — | — | 645,948 | 2,430 | — | — | — | 2,430 | ||||||||||||||||||||||||||
Issuance of Equity warrant | — | — | — | 490 | — | — | — | 490 | ||||||||||||||||||||||||||
Issuance of common stock – for settlement of Promissory Notes | — | — | 6,122 | 21 | — | — | — | 21 | ||||||||||||||||||||||||||
Share based compensation | — | — | 27,733 | 1,681 | — | — | — | 1,681 | ||||||||||||||||||||||||||
Dividends and Dividend equivalents for Preferred Stockholders | — | 35 | — | — | — | (35 | ) | — | (35 | ) | ||||||||||||||||||||||||
Changes in currency translation adjustment | — | — | — | — | — | — | 20 | 20 | ||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | (5,655 | ) | — | (5,655 | ) | ||||||||||||||||||||||
Balance at September 30, 2020 | $ | — | $ | 4,005 | — | — | 19,265,051 | $ | 17,553 | $ | — | $ | (26,788 | ) | $ | (2 | ) | $ | (9,237 | ) |
7 |
HELBIZ, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(unaudited)
Nine months ended September 30, | Six months ended June 30, | |||||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
Operating activities | ||||||||||||||||
Net loss | $ | (50,545 | ) | $ | (15,176 | ) | $ | (39,137 | ) | $ | (22,229 | ) | ||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||||||
Depreciation and amortization | 5,142 | 1,407 | 2,661 | 3,331 | ||||||||||||
Loss on disposal of assets | 264 | 718 | 116 | 238 | ||||||||||||
Non-cash Interest expenses | 1,031 | 1,077 | ||||||||||||||
Change in fair value of warrant liability | 12,166 | 1,232 | ||||||||||||||
(Gain) or Loss on extinguishment of Debts | — | (323 | ) | |||||||||||||
Non-cash interest expenses and amortization of debt discount | 2,971 | 509 | ||||||||||||||
Change in fair value of warrant liabilities | (1,386 | ) | 4,128 | |||||||||||||
Change in fair value of accounts payables | (304 | ) | — | |||||||||||||
(Gain) or Loss on extinguishment of debts | 2,065 | — | ||||||||||||||
Share-based compensation | 6,433 | 3,417 | 2,252 | 2,131 | ||||||||||||
Other non-cash items related to licensing | 1,390 | — | — | 748 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Prepaid and other current assets | (8,508 | ) | 19 | |||||||||||||
Prepaid and other assets | 2,617 | (38 | ) | |||||||||||||
Security deposits | (540 | ) | (118 | ) | (5 | ) | 22 | |||||||||
Accounts receivable | (461 | ) | 145 | |||||||||||||
Accounts payable | 7,017 | 1,528 | ||||||||||||||
Accounts receivables | (1,337 | ) | (360 | ) | ||||||||||||
Accounts payables | 3,935 | (196 | ) | |||||||||||||
Accrued expenses and other current liabilities | 2,856 | 421 | 2,263 | 1,240 | ||||||||||||
Other non current liabilities | 46 | 47 | ||||||||||||||
Other non-current liabilities | 83 | (137 | ) | |||||||||||||
Net cash used in operating activities | (23,707 | ) | (5,605 | ) | (23,206 | ) | (10,613 | ) | ||||||||
Investing activities | ||||||||||||||||
Purchase of property and equipment | (5,007 | ) | (3,873 | ) | ||||||||||||
Purchase of operating licenses | (308 | ) | (289 | ) | ||||||||||||
Purchase of property, equipment, and vehicle deposits | (3,586 | ) | (4,913 | ) | ||||||||||||
Deposit for Letter of Intent | (1,000 | ) | — | |||||||||||||
Purchase of intangible assets | (117 | ) | (308 | ) | ||||||||||||
Acquisition of business, net of cash acquired | (1,987 | ) | — | — | (1,987 | ) | ||||||||||
Proceeds from repayment of Receivable, due from related party – Officer | — | 1,042 | ||||||||||||||
Net cash used in investing activities | (7,302 | ) | (3,120 | ) | (4,703 | ) | (7,208 | ) | ||||||||
Financing activities | ||||||||||||||||
Proceeds from issuance of financial liabilities, net | 19,253 | 2,933 | 10,248 | 18,156 | ||||||||||||
Repayment of financial liabilities | (2,748 | ) | (990 | ) | (1,495 | ) | (2,505 | ) | ||||||||
Proceeds from issuance of financial liabilities, due to related party - Officer | 2,010 | 380 | 2,010 | |||||||||||||
Repayment of financial liabilities, to related party - Officer | (2,010 | ) | ||||||||||||||
Proceeds from sale of Convertible Series B Preferred Stock | — | 997 | ||||||||||||||
Proceeds from settlement of Subscription receivables | 4,033 | — | — | 4,033 | ||||||||||||
Proceeds from sale of Class A common shares, net | 922 | 5,542 | — | 955 | ||||||||||||
Proceeds from Business Combination and PIPE financing | 20,281 | — | ||||||||||||||
Payments of offering costs and underwriting discounts and commissions | (3,024 | ) | — | — | (1,193 | ) | ||||||||||
Net cash provided by financing activities | 38,717 | 8,482 | 9,133 | 21,456 | ||||||||||||
Increase (decrease) in cash and cash equivalents, and restricted cash | (18,776 | ) | 3,635 | |||||||||||||
Effect of exchange rate changes | (443 | ) | 20 | 306 | (39 | ) | ||||||||||
Net increase (decrease) in cash and cash equivalents, and restricted cash | 7,263 | (26 | ) | (18,470 | ) | 3,596 | ||||||||||
Cash and cash equivalents, and restricted cash, beginning of year | 790 | 1,611 | 21,253 | 790 | ||||||||||||
Cash and cash equivalents, and restricted cash, end of year | $ | 8,053 | $ | 1,585 | $ | 2,783 | $ | 4,386 | ||||||||
RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||||||||||||||||
Cash and cash equivalents | 7,943 | 1,529 | 2,480 | 4,277 | ||||||||||||
Restricted cash, included in Other Assets, non-current | 110 | 56 | ||||||||||||||
Restricted cash, included in Current assets | 193 | — | ||||||||||||||
Restricted cash, included in Other assets, non-current | 110 | 109 | ||||||||||||||
Supplemental disclosure of cash flow information | ||||||||||||||||
Cash paid for interest | $ | 596 | $ | — | ||||||||||||
Cash paid for income taxes | $ | 2 | $ | — | ||||||||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES | ||||||||||||||||
Issuance of Class A common shares – for Warrant exercise | $ | 15,234 | $ | 811 | ||||||||||||
Issuance of Class A common shares – for settlement of Lease | 1,747 | — | ||||||||||||||
Issuance of Class A common shares – MiMoto Smart Mobility S.r.l. Acquisition | 10,389 | — | ||||||||||||||
Issuance of Class A common shares – for Convertible Preferred Stock Series B | 4,530 | — | ||||||||||||||
Issuance of Class A common shares (PIPE units) – for settlement of Promissory Notes | 5,000 | — | ||||||||||||||
Convertible debts converted into Common Shares | — | 1,431 | ||||||||||||||
Convertible Preferred Stock Series A converted into Common Shares | — | 3,450 | ||||||||||||||
Convertible Preferred Stock Series A converted into Convertible Preferred Stock Series B | — | 3,091 | ||||||||||||||
Cash paid for: | ||||||||||||||||
Interest | $ | 517 | $ | 556 | ||||||||||||
Income taxes, net of refunds | $ | 12 | $ | 2 | ||||||||||||
Non-cash investing & financing activities | ||||||||||||||||
Issuance of Class A common shares – for warrant exercise | $ | — | $ | 10,567 | ||||||||||||
Issuance of Class A common shares – for settlement of lease | — | 1,747 | ||||||||||||||
Issuance of common stock – MiMoto Smart Mobility S.r.l. Acquisition | — | 10,389 | ||||||||||||||
Convertible notes converted into common shares | 14,326 | — | ||||||||||||||
Increasing of Financial liabilities for derecognition of Beneficial conversion features (BCF) - Adoption of ASU 2020-06 | 3,371 | — | ||||||||||||||
Purchase of vehicles with financing agreement | 3,328 | — | ||||||||||||||
Prepaid expenses related to D&O insurance, included in Account payable | 3,826 | — | 402 | — | ||||||||||||
Issuance of Warrants - in conjunction with Convertible Notes issuance | 603 | — | ||||||||||||||
Issuance of common shares – Commitment shares and share based compensation for Convertible Notes issuance | 695 | — |
The accompanying notes are an integral part of these condensed consolidated financial statements.
8 |
HELBIZ, Inc.
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
1. Description of Business and Basis of Presentation
Description of Business
Helbiz, Inc. and Subsidiaries, (“Helbiz” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarter in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport. Beginning in 2020, the Company increased its services offered to customers by including monthly subscriptions for accessing its network of electric vehicles. On April 1, 2021, the Company, through the acquisition of MiMoto Smart Mobility S.r.l, added electric mopeds on its sharing services offer (See Note 3. MiMoto Smart Mobility S.r.l. – Acquisition).
Founded on a proprietary technology platform,platforms, the Company offers a sharing economy forCompany’s core business is the offering of electric scooters, bikes and mopeds.mopeds in the sharing environment. Through its Mobility App, Helbiz offers an intra-urban transportation solution that allows users to instantly rent electric vehicles directly fromvehicles. Additionally, the Helbiz mobile application. Company is operating two other business lines: (i) acquisition, commercialization and distribution of contents including live sport events, and (ii) food delivery services through a “ghost kitchen” concept.
The Company currently has a strategic footprint in growing markets with offices in New York, Milan, Belgrade and Singapore,Belgrade, with additional operational teams around the world. The Company currently has electric vehicles operating in the United States and Europe.
During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distributionBasis of contents including live sport events. The Company developed a new app, Helbiz Live, separated from the micro-mobility platform. Starting from August 2021, the Company will broadcast the Italian Serie B Soccer LeaguePresentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States Italyof America (“U.S. GAAP”) and Serbia.
During 2021, include the accounts of the Company decided to expand its offering to final customers, through its wholly-owned Italian subsidiary, Helbiz Kitchen Italia S.r.l. In July 2021, the Company launched a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan. The service is in an early-stage phase, and it is available through the micro-mobility platform.
Business Combination and Organization
On August 12, 2021, Helbiz consummated a business combination, by and among GreenVision Acquisition Corp. (“GRNV”) and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary Helbiz Holdings Inc (namewhere the local currency is the functional currency, translation adjustments of Helbiz, Inc.foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.
The condensed consolidated balance sheet as private Company, before August 12, 2021)of December 31, 2021, included herein was derived from the audited financial statements as of that date. Certain information and Salvatore Palella (as representativenote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, 2021, included in our Annual Report on Form 10-K.
The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss, stockholders’ equity for the three and six months ended June 30, 2022, and cash flows for the six months ended June 30, 2022, but are not necessarily indicative of the shareholdersresults of Helbiz Holdings Inc.). On the Closing Date, GRNV changed its nameoperations to Helbiz, Inc. as the name of the entity surviving the business combination.be anticipated for any future annual or interim period.
In connection with the execution of the business combination, GRNV entered into subscription agreements with multiple investors for an aggregate of 2,650,000 GRNV units at $ per unit, with each unit consisting of one Class A Common Stock and a warrant to purchase one Class A Common Stock exercisable at $, for aggregate gross proceeds of $26.5 million (the “PIPE Investment”), of which proceeds $5 million was in the form of cancelation of Helbiz Holdings Inc. promissory notes. Refer to Note 4. GreenVision Acquisition Corp. – Business Combination, for further information regarding the Net Asset acquired.
As a result of the aforementioned business combination, each Helbiz Holdings share issued and outstanding immediately prior to the business combination date was canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares of the respective class.
9 |
2. Going Concern and Management’s Plans
The Company has experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations is dependentdepends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company plans to continue to fund its operations and expansion plan through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all. Refer to Note 20. Subsequent Events for further details over the funding activities after September 30, 2021.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
Impact3. Summary of COVID-19
Various governments continue to implement, lift, and in some regions reinstate restrictions, including business activities and travel restrictions. These restrictions have caused decreased demand for transportation services as well as decreased earning opportunities for our platform, and disruptions in global supply chains and significant volatility and disruption of financial markets.
COVID-19 has produced uncertainty around the world, and it is not possible to predict the COVID-19 pandemic’s cumulative and ultimate impact on our future business operations, results of operations, financial position, liquidity, and cash flows. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak and any resurgences of the outbreak or variants of the virus, both globally and within the United States, the administration, adoption and efficacy of vaccines in the United States and internationally, the impact on capital, foreign currencies exchange and financial markets, governmental or regulatory orders that impact our business and whether the impacts may result in permanent changes to our end-users’ behavior, all of which are highly uncertain and cannot be predicted.
The Company continues to closely monitor the impact of the COVID-19 pandemic. The Company has concluded that the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements presented do not include any adjustments that might result from the outcome of this uncertainty.
2. Significant Accounting Policies and Use of Estimates
Basis of Presentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X pf the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein was derived from the audited financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in the S-1 IPO Investment Prospectus, filed on October 27, 2021. The results for the interim periods are not necessarily indicative of results for the full year.
These accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.
In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, comprehensive loss, cash flows and the change in equity for the periods presented.
Reclassifications
Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current interim financials’ presentation. These reclassifications had no impact on net loss including stockholders’ deficit or cash flows as previously reported. In detail, the Company reclassified the Security deposit balance of $416 as of December 31, 2020, from Current assets to Other assets and the Intangible assets balance of $167 as of December 31, 2020, from Other assets to Intangible assets, net.
Use of Estimates
The preparation of financial statements in conformity with US GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of common stock, warrant and financial instruments at fair value, useful lives of property and equipment, including scooters and valuation allowance for deferred income taxes.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Warrant Liability
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
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 subsequently remeasured at each balance sheet date thereafter.
Acquisitions
The Company accounts for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, “Business Combinations” (“ASC 805”). The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Refer to Note 3. MiMoto Smart Mobility S.r.l. – Acquisition, for further information.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. The Company tests goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired.
There were no impairment indicators for the nine months ended September 30, 2021.
Intangible assets, net
Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives, which range from one to three years. The Company tests intangible assets for impairment whenever events or changes in circumstances indicate that intangible assets might be impaired.
There were no impairment indicators for the nine months ended September 30, 2021.
Recent Accounting Pronouncements Issued but Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for the Company starting from January 1, 2022. The Company plans to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While the Company is currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s condensed consolidated balance sheets. The Company is currently assessing the impact of this accounting standard on its shared vehicles revenues and rental leases.
In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. This new standard will beASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. TheEffective January 1, 2022, the Company is currently assessingadopted ASU 2020-06 using the impact of adopting this standard onmodified retrospective approach. In the condensed consolidated financial statements.balance sheet, the adoption of this new guidance resulted in:
- | an increase of $3,371 to the total carrying value of the 2021 convertible notes to reflect the full principal amount of the 2021 convertible notes outstanding net of issuance costs, |
- | a reduction of $4,187 to additional paid-in capital to remove the equity component separately recorded for the beneficial conversion features associated with the 2021 convertible notes, and |
- | a cumulative-effect adjustment of $816 to the beginning balance of accumulated deficit as of January 1, 2022. |
10 |
In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. Effective January 1, 2022, we adopted ASU 2021-04 shouldon a prospective basis. The impact of adoption of this standard on our condensed consolidated financial statements was not material.
Accounting Pronouncements Issued but Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be applied prospectivelyrecognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company plans to modifications or exchanges occurring afteradopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. EitherWhile the full or modified retrospective adoption methodCompany is allowed.currently reviewing its lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, it expects that its non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on the Company’s consolidated balance sheets. The Company is currently assessing the impact of adopting this accounting standard on the condensed consolidated financial statements.
In October 2021, the FASB issued ASU No. 2021-8, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
3. MiMoto Smart Mobility S.r.l. – Acquisition
On April 1, 2021, the Company acquired 100% of the equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of $12,544 (paid in shares of the Company’s common stock assuming a retroactive application of the conversion ratio, and $2,155 in cash ).
The fair value of the Company’s Common Stocks issued to MiMoto shareholders have been estimated assuming a “Public Company scenario”. The Company assigned a 100% probability to the mentioned scenario, supported by the issuance of a Proxy Statement to the SEC by GreenVision, a NASDAQ listed entity. The Company valued the estimated equity value at listing date using a discount rate, derived from the capital asset pricing model (“CAPM”). On April 1, 2021, the discount rate applied was 7.4% and the equity value estimate was driven from the trading price of GreenVision stock and expected conversion ratio with Helbiz common shares. Fair value measurements are highly sensitive to changes in these inputs; significant changes in these inputs would result in a significantly higher or lower fair value.
The MiMoto purchase price has been allocated as follows: $1,870 to government relationship, $887 to customer relationship, $664 to assets acquired and $1,848 to liabilities assumed based on their estimated fair value on the acquisition date, and the excess of $10,971 of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology and existing processes. Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, 3 years. Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its platform.
Amounts of assets and liabilities recognized as of the acquisition date are provisional and subject to change within the measurement period as the fair value assessments are finalized.
Acquisition costs were immaterial and are included in general and administrative expenses in the condensed consolidated statements of operations.
The following table summarizes the allocation of the fair value of the assets acquired and liabilities assumed at the Closing Date, April 1, 2021.
fair value of the assets acquired and liabilities | ||||
Government relationships | $ | 1,870 | ||
Customer relationships | 887 | |||
Other current Assets | 169 | |||
Cash and cash equivalents | 168 | |||
Security Deposits | 143 | |||
Property and Equipment, net | 111 | |||
Account Receivables | 62 | |||
Other non current Assets | 11 | |||
Total identifiable assets acquired | $ | 3,421 | ||
Financial liabilities | (920 | ) | ||
Other liabilities | (928 | ) | ||
Total Liabilities assumed | $ | (1,848 | ) | |
Goodwill | 10,971 | |||
Total acquisition consideration | $ | 12,544 |
The results of operations for the acquired business have been included in the condensed consolidated statements of operations for the period after the Company's acquisition of MiMoto: April 1, 2021.
Revenues and Net Loss of MiMoto included in the Company’s consolidated income statement from the acquisition date through September 30, 2021 are as follows.
Schedule of consolidated income statement | ||||
For the period April 1, 2021 to September 30, 2021 | ||||
Revenues | $ | 676 | ||
Net Loss | (976 | ) |
Pro forma consolidatedshared vehicles revenues and earnings for the three and nine months ended September 30, 2021, and September 30, 2020, calculated as if MiMoto had been acquired as of January 1, 2020 are as follows.
MiMoto had been acquired | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Revenues | $ | 4,702 | $ | 2,351 | $ | 8,885 | $ | 3,656 | ||||||||
Net Loss | (28,316 | ) | (5,574 | ) | (51,226 | ) | (15,936 | ) |
The pro forma adjustments reflect the transaction accounting adjustments, in accordance with U.S. GAAP. No autonomous entity adjustments have been identified and recorded as pro forma adjustments. Additionally, the pro forma adjustments do not reflect management’s adjustments for potential synergies and dis-synergies. The pro forma combined financial statements do not necessarily reflect what the combined results of operations would have been had the acquisition occurred on the dates indicated. In detail, the pro forma adjustments are mainly related to the amortization of Government and Customer relationships and alignment of MiMoto accounting policies to the Company’s accounting policies. They also may not be useful in predicting the future results of operations of the combined company. The actual results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
rental leases.
4.GreeVision Acquisition Corp. – Business combination
On August 12, 2021 (the “Closing Date”), the business combination between Helbiz and GRNV, and the PIPE Investment were closed. The business combination was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with ASC 805-10-55-12. Based on the analysis performed GRNV is treated as the “acquired” company for financial reporting purposes. This determination was based primarily on Helbiz Holdings having the ability to appoint a majority of the initial Board of the combined entity, Helbiz Holdings's senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Helbiz Holdings comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Helbiz issuing shares for the net assets of GRNV, accompanied by a recapitalization.
The Company’s net assets acquired through the consummation of the business combination consisted of:
Schedule of consummation of the business combination | ||||
August 12, 2021 | ||||
Cash and cash equivalents | $ | 20,281 | ||
Subscription receivable – PIPE Investment in the form of cancelation of Helbiz Holdings promissory notes | 5,000 | |||
Prepaid expenses and other current assets | 739 | |||
Liability Warrants | (1,958 | ) | ||
Liabilities toward Helbiz | (570 | ) | ||
Accounts payable and accrued expenses | (54 | ) | ||
Net Asset Acquired, excluding Helbiz transaction costs | $ | 23,438 | ||
Helbiz transaction costs | (3,046 | ) | ||
Net Asset Acquired from the business combination | 20,392 |
The Liabilities assumed by Helbiz as result of the business combination are mainly related to the Warrants classified as Liabilities and amounted to $1,958 on August 12, 2021. The Warrant liabilities are composed of the following:
5. Revenue Recognition
The table below shows the revenues breakdown for the three and ninesix months ended on SeptemberJune 30, 2021,2022, and on SeptemberJune 30, 2020.2021.
Revenue recognition | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Mobility Revenues | $ | 2,716 | $ | 2,982 | $ | 4,293 | $ | 3,997 | ||||||||
Pay per ride | 2,187 | 2,304 | 3,392 | 3,099 | ||||||||||||
Mobility Subscriptions | 360 | 451 | 648 | 615 | ||||||||||||
Partnerships fees | 169 | 227 | 253 | $ | 283 | |||||||||||
Media Revenues | $ | 1,489 | $ | — | $ | 3,145 | $ | — | ||||||||
Commercialization of Media rights (B2B) | 1,052 | — | 2,348 | — | ||||||||||||
Advertising fees | 156 | — | 206 | — | ||||||||||||
Live subscriptions (B2C) | 281 | — | 591 | — | ||||||||||||
Other Revenues | $ | 153 | $ | — | $ | 232 | $ | — | ||||||||
Total Revenues | $ | 4,358 | $ | 2,982 | $ | 7,670 | $ | 3,997 |
Revenue recognition | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Mobility revenues | $ | 3,890 | $ | 2,013 | $ | 7,888 | $ | 2,671 | ||||||||
Pay per ride | 3,093 | 1,689 | 6,192 | 2,145 | ||||||||||||
Subscriptions | 541 | 195 | 1,156 | 209 | ||||||||||||
Partnership revenues | 256 | 129 | 540 | 317 | ||||||||||||
Live Revenue | $ | 760 | — | $ | 760 | — | ||||||||||
Commercialization of Media rights | 671 | — | 671 | — | ||||||||||||
Subscriptions | 89 | — | 89 | — | ||||||||||||
Other revenues | $ | 52 | $ | — | $ | 52 | $ | 205 | ||||||||
Total Revenue | $ | 4,702 | $ | 2,013 | $ | 8,700 | $ | 2,876 |
The Company mainly generates revenues related to: (i) single-use ride fees paid by riders of the Company’s e-bikes, e-mopeds and e-scooters, and (ii) international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment.
11 |
The table below shows the Deferred revenues breakdownroll-forward from December 31, 2020,January 1, 2021, to SeptemberJune 30, 2021. 2021, and from January 1, 2022, to June 30, 2022.
Deferred revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred revenues | December 31, 2020 | Additions | Utilization | June 30, 2021 | Additions | Utilization | September 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred Income | January 1, 2021 | Additions | Q1 2021 Revenue | March 31, 2021 | FX Rate adj | Additions | Q2 2021 Revenue | June 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Mobility - Prepaid Customer wallet | $ | 89 | 1,627 | (1,162 | ) | 554 | 1,480 | (1,087 | ) | 947 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mobility - Partnership | 57 | 189 | (25 | ) | 221 | — | (71 | ) | 150 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Live - Media Rights | — | — | — | — | 588 | — | 588 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Mobility | $ | 146 | 391 | (345 | ) | 192 | 165 | 1,260 | (842 | ) | 775 | |||||||||||||||||||||||||||||||||||||||||||||||||
Media | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Total | 146 | $ | 1,816 | $ | (1,187 | ) | $ | 775 | $ | 2,068 | $ | (1,158 | ) | $ | 1,685 | $ | 146 | $ | 391 | $ | (345 | ) | $ | 192 | $ | 165 | $ | 1,260 | $ | (842 | ) | $ | 775 | |||||||||||||||||||||||||||
Deferred Income | January 1, 2022 | FX Rate adj | Additions | Q1 2022 Revenue | March 31, 2022 | FX Rate adj | Additions | Q2 2022 Revenue | June 30, 2022 | |||||||||||||||||||||||||||
Mobility | $ | 1,183 | (19 | ) | 347 | (329 | ) | 1,182 | (33 | ) | 592 | (538 | ) | 1,203 | ||||||||||||||||||||||
Media | 402 | (40 | ) | 2,473 | (316 | ) | 2,519 | (136 | ) | 1,623 | (1,558 | ) | 2,448 | |||||||||||||||||||||||
Total | $ | 1,585 | $ | (59 | ) | $ | 2,820 | $ | (645 | ) | $ | 3,701 | $ | (169 | ) | $ | 2,215 | $ | (2,096 | ) | $ | 3,651 |
Deferred revenues related to prepaid customer wallet will be recorded as Mobility Revenues when riders will take a ride, or make a subscription, while deferred revenues related to Media rights will be mainly recorded as Revenues in the threesix months endedending December 31, 2021.2022.
Helbiz Mobility5. Contract assets – Media rights
The Company generates revenuetable below shows the Contract assets roll-forward from single-use ride fees paid by riders of owned e-bikes, e-mopeds and e-scooters. The Company also generated revenues from partnership relatedJanuary 1, 2022, to marketing activities and co-branding of Helbiz vehicles.
Helbiz Live
Starting from JulyJune 30, 2022. During the period January 1, 2021 – June 30, 2021, the Company recorded revenues related to: (i) the commercialization and distribution ofdid not perform any media contents, and (ii) user subscriptions.activities.
The commercialization and distribution of media contents
The Company evaluated multi-year media distribution agreements entered into in Fiscal 2021. The Company concluded that it acts as the principal in those agreements, because the Company: (i) has inventory risk, (ii) has discretion in establishing the prices, and (iii) obtained control over the media content rights.
The Company recognizes revenue over the period with which the content is distributed. In detail, the Company identified one performance obligation related to those agreements: the delivery of media content. The Company recognizes revenues ratably over the licensing period which correlates with the period the media content is available.
User Subscriptions
The Company records revenues related to the monthly and yearly subscriptions. In detail, Helbiz Media entered into contracts with customers every time they accept the Terms of Conditions (“ToC”), included in the Helbiz Live App, and pay the monthly or annual fees. The ToC defines the fees that the Company charges customers for each subscription, each party’s rights and obligations regarding the services to be transferred and payment terms. The performance obligation related to the mentioned contract is represented by the availability of the media contents to the final customer. The Company recognizes revenues over time by measuring the progress of occurrence of the media contents, toward complete satisfaction of the performance obligation.
Contract assets roll forward | ||||||||||||||||||||||||||||||||||||
Contract assets | January 1, 2022 | Additions | Q1 2022 COGS | FX Rate adj. | March 31, 2022 | Additions | Q2 2022 COGS | FX Rate adj. | June 30, 2022 | |||||||||||||||||||||||||||
Media | 2,758 | 2,835 | (4,510 | ) | (50 | ) | 1,033 | 4,427 | (3,586 | ) | (69 | ) | 1,806 | |||||||||||||||||||||||
Total | $ | 2,758 | $ | 2,835 | $ | (4,510 | ) | $ | (50 | ) | $ | 1,033 | $ | 4,427 | $ | (3,586 | ) | $ | (69 | ) | $ | 1,806 |
6. Contract assets
As of September 30, 2021, contract assets amounted to $2,367 are mainly composed of the LNPB audiovisual rights to broadcast the 390 Serie B regular season games for the next three seasons. For those contracts entered with LNPB, the Company recorded $2,694 in Cost of revenues for the three and nine months ended on September 30, 2021.
7. Prepaid and other current assets
Prepaid and other current assets consist of the following:
Prepaid and other current assets | ||||||||
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
Prepaid | $ | 2,089 | $ | 1,449 | ||||
Security Deposits for leasing vehicles | 1,039 | — | ||||||
D&O Insurance Coverage | 591 | 3,133 | ||||||
Other current assets | 739 | 99 | ||||||
Total prepaid and other current assets | $ | 4,458 | $ | 4,681 |
Schedule of Prepaid and other current assets | ||||||||
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
D&O Insurance Coverage | $ | 4,861 | $ | — | ||||
VAT | 1,443 | 169 | ||||||
Prepaid | 1,126 | 671 | ||||||
Other current assets | 612 | 326 | ||||||
Total prepaid and other current assets | $ | 8,042 | $ | 1,166 |
D&O Insurance coverage isSecurity Deposits for leasing vehicles amounted to $1,039, which consisted of the following:
a) | $678 deposit, paid in March 2022, in connection with a 12-month capital lease agreement covering approximately 3,000 eScooters for European markets, and; |
b) | $361 deposit, paid in May 2022, in connection with a 18-month capital lease agreement for 800 eScooters for US markets. This deposit will be refunded in May 2023 before the expiration of the agreement. |
Refer to “Commitments and Contingencies” paragraph for further disclosures related to a one-year agreement entered with a third party on August 12, 2021.the capital lease agreements.
8.7. Property, equipment and equipment,vehicle deposits, net
Property and equipment consist of the following:
Property, Plant and Equipment | ||||||||
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
Sharing electric vehicles | $ | 11,995 | $ | 9,348 | ||||
Furniture, fixtures, equipment, computers, and software | 2,384 | 2,195 | ||||||
Leasehold improvements | 698 | 655 | ||||||
Electric vehicle deposits | 3,352 | 2,928 | ||||||
Total property, equipment and vehicle deposits, gross | 18,429 | 15,126 | ||||||
Less: accumulated depreciation | (7,195 | ) | (7,510 | ) | ||||
Total property, equipment and vehicle deposits, net | $ | 11,234 | $ | 7,616 |
Property and equipment | ||||||||||||
Estimated Useful Life | September 30, | December 30, | ||||||||||
(in years) | 2021 | 2020 | ||||||||||
Rental e-scooters | 1-1.5 | $ | 7,084 | $ | 4,390 | |||||||
Rental e-bikes | 2 | 401 | 703 | |||||||||
Rental e-mopeds | 4 | 453 | — | |||||||||
Furniture, fixtures, and equipment | 7-5 | 1,084 | 545 | |||||||||
Computers and software | 3 | 966 | 875 | |||||||||
Leasehold improvements | Note 1 | 679 | 81 | |||||||||
Total property and equipment, gross | 10,667 | 6,594 | ||||||||||
Less: accumulated depreciation | (6,467 | ) | (2,871 | ) | ||||||||
Total property and equipment, net | $ | 4,200 | $ | 3,723 |
Note 1 — Leasehold improvements are amortizedDepreciation expenses related to the leased assets amounted to $434 and $567 for the three and six months ended on a straight-line basis over the shorter of the remaining term of the lease, or the useful life of the assets.June 30, 2022, respectively.
12 |
The Company recorded in Cost of Revenues, a loss on disposal for Rental vehicles of $23 and $261table below shows the Electric vehicle deposits roll-forward from January 1, 2022, to June 30, 2022. During the period January 1, 2021 – June 30, 2021, no activity occurred for the three and nine months ended on Septemberdeposit account.
Schedule of Electric vehicle deposits | ||||||||||||||||||||
Advance to Suppliers | January 1, 2022 | Additions | Reclassification in Sharing electric vehicles | FX Rate adj. | June 30, 2022 | |||||||||||||||
Mobility | 2,928 | 3,090 | (2,553 | ) | (113 | ) | 3,352 | |||||||||||||
Total | $ | 2,928 | $ | 3,090 | $ | (2,553 | ) | $ | (113 | ) | $ | 3,352 |
8. Goodwill
The table below shows the Goodwill roll-forward from January 1, 2022, to June 30, 2021, and $185 and $692 for the three and nine months ended on September 30, 2020.2022.
Schedule of goodwill | ||||||||||||||||||||
Goodwill | January 1, 2022 | Additions | Impairment | FX rate Adj | June 30, 2022 | |||||||||||||||
MiMoto Smart Mobility S.r.l. | 10,696 | — | — | (905 | ) | 9,791 | ||||||||||||||
Total | $ | 10,696 | $ | — | $ | — | $ | (905 | ) | $ | 9,791 |
Depreciation expense was $1,531 and $4,391 for the three and nine months ended on September 30, 2021, and $528 and $1,206 for the three and nine months ended on September 30, 2020.
9. IntangibleOther assets net
Intangible assets consist
Letter of Intent
On May 12, 2022, the Company entered into a Letter of Intent (“LOI”) with Wheels Labs, Inc. (“Wheels”) a Group operating in the micro-mobility industry. In connection with the LOI, the Company agreed to provide Wheels a deposit of $1 million. Wheels is only required to return that deposit if it fails to comply with certain covenants set out in the LOI, or if it fails to take all reasonable steps to effectuate the transaction that is the subject of the following:Letter of Intent pursuant to its terms.
Intangible assets | ||||||||
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Government Relationships | 1,831 | — | ||||||
Customer Relationships | 869 | — | ||||||
Licenses | 618 | 438 | ||||||
Other Intangible assets | 50 | 44 | ||||||
Total Intangible assets, Gross | $ | 3,368 | $ | 482 | ||||
Less: accumulated amortization | (980 | ) | (315 | ) | ||||
Total Intangible assets, net | $ | 2,388 | $ | 167 |
Government relationshipsOn June 20, 2022, the Company amended the original LOI. Based on the amended LOI, the Company will negotiate with Wheels on an exclusive basis, the terms and customer relationships are related to the MiMoto acquisition, refer to Note 3. MiMoto Smart Mobility S.r.l. – Acquisition, for further information.
The following table summarizes the amortization expensesconditions for the threeacquisition of all of the outstanding capital stock of Wheels and nine months ended on September 30, 2021,agreed to provide additional $1 million in July 2022 and for$1 million in August 2022 as additional deposit. The Company did not pay the threeadditional deposits due in July and nine months ended on September 30, 2020.
summarizes the amortization expenses | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Cost of revenues | $ | 249 | $ | 75 | $ | 643 | $ | 199 | ||||||||
Sales & marketing | 72 | — | 146 | — | ||||||||||||
General & administrative | 2 | 1 | 6 | 2 | ||||||||||||
Total Amortization expenses | $ | 323 | $ | 76 | $ | 795 | $ | 201 |
10. Other AssetsAugust.
Other assets consist of the following:
Schedule of Other assets | ||||||||
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
Letter of Intent | $ | 1,000 | $ | — | ||||
Other | 539 | 1,212 | ||||||
Total other assets | $ | 1,539 | $ | 1,212 |
Other assets | ||||||||
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Security Deposit | 1,106 | 418 | ||||||
Other | 110 | 33 | ||||||
Total Other Assets | $ | 1,216 | $ | 451 |
11. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following:
Accrued expenses and other current liabilities | ||||||||
September 30, | December 31, | |||||||
2021 | 2020 | |||||||
Payroll Liabilities | $ | 2,447 | $ | 1,007 | ||||
Other Miscellaneous Accruals | 381 | 66 | ||||||
Total accrued expenses and other current liabilities | $ | 2,828 | $ | 1,073 |
12.10. Liability warrants
The Company’s Warrants, classified as a liability, consisted of the following:
Schedule of Warrants, classified as a liability | ||||||||||||||||
September 30, | December 31, | June 30, | December 31, | |||||||||||||
2021 | 2020 | 2022 | 2021 | |||||||||||||
GRNV Sponsor Private Warrants | $ | 5,330 | $ | — | 210 | 1,596 | ||||||||||
2020 Warrant Purchase Agreement | — | 6,439 | ||||||||||||||
Total Liability warrants | $ | 5,330 | $ | 6,439 | ||||||||||||
Total liability warrants | $ | 210 | $ | 1,596 |
The tables below show the warrant liabilities roll-forward from January 1, 2021, to June 30, 2021, and from December 31, 2021, to June 30, 2022.
Schedule of liability warrants | ||||||||||||||||
Warrant liabilities | January 1, 2021 | Change in fair value | Exercise (fair value) | June 30, 2021 | ||||||||||||
2020 Warrant Purchase Agreement * | 6,439 | 4,128 | (10,567 | ) | — | |||||||||||
Total | $ | 6,439 | $ | 4,128 | $ | (10,567 | ) | $ | — |
* | On March 26, 2021, the investors exercised the 2020 Warrant Purchase Agreement and the Company issued 1,075,867 Class A Common Shares (considering the GRNV conversion ratio). No activity occurred during the period from March 31, 2021 to June 30, 2021. |
13 |
The table below shows the impact on the statements of operations, Changeshow a cumulative change in fair value amounted to $1,386, of warrant liabilitywhich $account, related945 has been recorded for the period from December 31, 2021, to the Liability warrantsMarch 31, 2022, and $441 for the three and nine months ended SeptemberJune 30, 2021, and September 20, 2020.2022.
Warrant liabilities | December 31, 2021 | Change in fair value | Exercise (fair value) | June 30, 2022 | ||||||||||||
GRNV Sponsor Private Warrants | 1,596 | (1,386 | ) | — | 210 | |||||||||||
Total | $ | 1,596 | $ | (1,386 | ) | $ | — | $ | 210 |
Schedule of liability warrants | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
Change in fair value of warrant liability | 2021 | 2020 | 2021 | 2020 | ||||||||||||
2020 Warrant Purchase Agreement – converted on March 26, 2021 | $ | — | $ | — | $ | (4,127 | ) | $ | — | |||||||
2019 Warrant Purchase Agreement – converted on June 25, 2020 | — | (1,702 | ) | — | (579 | ) | ||||||||||
GRNV Sponsor Warrants | (3,501 | ) | — | (3,501 | ) | — | ||||||||||
GRNV Underwriter’s Warrants | (4,537 | ) | — | (4,537 | ) | — | ||||||||||
Total Change in fair value of warrant liability | $ | (8,038 | ) | (1,702 | ) | $ | (12,165 | ) | $ | (579 | ) |
The following tables summarize the fair value hierarchy of the Company’s warrants carried at fair value on a recurring basis as of September 30, 2021, and December 31, 2020. No Financialfinancial liabilities net was measured at fair value on a recurring basis as of SeptemberJune 30, 2021,2022, and December 31, 2020.2021.
fair value on a recurring | ||||||||||||||||||||||||
September 30, 2021 | ||||||||||||||||||||||||
Fair Value | Expected term | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
2020 Warrant Purchase Agreement | $ | 2.54 each | $ | 5,330 | — | — | $ | 5,330 | ||||||||||||||||
Total | $ | 5,330 | $ | — | $ | — | $ | 5,330 |
Fair Value, Liabilities Measured on Recurring Basis | ||||||||||||||||
June 30, 2022 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
GRNV Sponsor Private Warrants | $ | 210 | — | — | $ | 210 | ||||||||||
Total | $ | 210 | $ | — | $ | — | $ | 210 |
December 31, 2020 | ||||||||||||||||||||||||
Fair Value | Expected term | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
2020 Warrant Purchase Agreement | $ | 26.19 each | N/A | $ | 6,439 | — | — | $ | 6,439 | |||||||||||||||
Total | $ | 6,439 | $ | — | $ | — | $ | 6,439 |
GRNV Sponsor Private Warrants
December 31, 2021 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
GRNV Sponsor Private Warrants | $ | 1,596 | — | — | $ | 1,596 | ||||||||||
Total | $ | 1,596 | $ | — | $ | — | $ | 1,596 |
The GRNV Sponsor Private Warrants are identical to the Public Warrants (refer to Note 14. Common stock) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction. Additionally, the GRNV Sponsor Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
The GRNV Sponsor Private Warrants are accounted as liability in accordance with ASC 815-40 and categorized as Level 3 financial liabilities for the absence of an active market. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.
GRNV UnderwriterSponsor Private Warrants are accounted as liability and categorized as Level 3 financial liabilities for the absence of an active market.
The Company assumed the 287,500 GRNV Underwriter Private Warrants on August 12, 2021, as a resultAs of the business combination with GRNV. On September 21,June 30, 2022, and December 31, 2021, the investor exercised the 287,500 warrants on a cashless basis, and Helbiz issued Class A Common Shares. The fair valuevalues of each GRNV UnderwriterSponsor Private Warrants was estimated at September 21, 2021, to be $16.23, based on an expected term of 3.17 years. At exercise date, the Company recorded, as Other income (expense) — Change in fair value of warrant liability, a lossWarrant amounted to $4,5370.10. and $0.76, respectively. The fair values were determined using the Black-Scholes option-pricing model with the following assumptions.
Assumptions used | ||||||||
June 30, | December 31, | |||||||
2022 | 2021 | |||||||
Remaining term (in years) | ||||||||
Expected volatility | % | % | ||||||
Risk-free interest rate | % | % | ||||||
Expected dividend yield | % | % |
2020 Warrant Purchase Agreements (5% Warrants)
11. On March 26, 2021, the investors converted the 2020 Warrant Purchase Agreement into Common Shares. At conversion date, the Company recorded, as Other income (expense) — Change in fair value of warrant liability, $4,127 on the condensed statement of operations for the nine months ended September 30, 2021. The Company calculated the fair value adjustment of the warrant based on PWERM estimated as of March 31, 2021.
13. FinancialCurrent and Non-current financial liabilities and capital leases, net
The Company’s Financial liabilities consisted of the following:
Financial liabilities | ||||||||||||||||
Interest Rate | Maturity Date | June 30, 2022 | December 31, 2021 | |||||||||||||
2021 Convertible Debts amended | 5 | % | 2022 | 16,488 | 30,291 | |||||||||||
2022 Convertible Debts | 5 | % | 2023 | (2) | 10,081 | — | ||||||||||
Secured Long Term Loan | 12.7 | % | 2023 | 14,245 | 13,679 | |||||||||||
Long Term Loan | 4.5 | % | 2026 | 3,344 | 3,918 | |||||||||||
Long Term Loan | 5.4 | % | 2024 | 1,561 | 2,054 | |||||||||||
Capital lease liability(1) | N/A | 2023 | 2,792 | — | ||||||||||||
CEO Promissory Note (Related Party) | 0 | % | 2022 | 380 | — | |||||||||||
Other financial liabilities | Varies | Varies | 1,017 | 1,053 | ||||||||||||
Total principal and accumulated interests | 49,907 | 50,994 | ||||||||||||||
Total unamortized debt discounts and debt issuance costs | (1,753 | ) | (7,464 | ) | ||||||||||||
Total financial liabilities and capital leases, net | 48,154 | 43,530 | ||||||||||||||
Of which classified as Current financial liabilities and capital liabilities, net | 30,597 | 25,473 | ||||||||||||||
Of which classified as Non-current financial Liabilities, net | 17,557 | 18,057 |
Financial liabilities | |||||||||||||||||||||||||
Interest Rate | Maturity Date | 30-Sept-21 | 31-Dec-20 | ||||||||||||||||||||||
Current | Non Current | Current | Non Current | ||||||||||||||||||||||
Secured Long Term Loan, net (1) | 12.7% | 12/1/2023 | — | 12,838 | — | — | |||||||||||||||||||
Long Term Loan, net (1) (2) | 4.5% | 11/30/2026 | 535 | 3,259 | — | 3,941 | |||||||||||||||||||
Long Term Loan, net (1) (2) | 5.4% | 03/31/2024 | 807 | 1,359 | — | — | |||||||||||||||||||
Revolving Credit (1) | 9.0% | 3/15/2021 | — | — | 1,694 | — | |||||||||||||||||||
Promissory Notes (1) | 18.0% | 4/30/2021 | — | — | 587 | — | |||||||||||||||||||
Long Term Loan, net (1) (2) (3) | 2.7% | 8/31/2024 | 87 | 280 | — | — | |||||||||||||||||||
Promissory Notes (1) | 8.05 | 8/31/2021 | — | — | 429 | — | |||||||||||||||||||
Long Term Loan, net (1) (2) (3) | 2.4% | 11/22/2025 | 74 | 391 | — | — | |||||||||||||||||||
Other Promissory Notes (1) | 3.0% | 12/31/2022 | — | 88 | — | 87 | |||||||||||||||||||
Long Term Loan, net (1) (2) (3) | 3.5% | 4/19/2022 | 82 | — | — | — | |||||||||||||||||||
Other Current financial debts | N/A | N/A | 74 | — | 151 | — | |||||||||||||||||||
Total Financial liabilities, net | 1,659 | 18,215 | 2,861 | 4,028 |
(1) |
14 |
The table below shows the impact on the statements of operations, Interest expense, net account,and Loss on extinguishment of debts accounts, related to the financial liabilities for the three and ninesix months ended SeptemberJune 30, 2021,2022 and SeptemberJune 30, 2020.2021.
Interest expenses | ||||||||||||||||
Schedule of Financial liabilities impacts on Statement of Operations |
Three Months Ended June 30,
|
Six Months Ended June 30,
| ||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
2021 Convertible Debts pre and post amendment | 426 | — | 1,810 | — | ||||||||||||
2022 Convertible Debts | 384 | — | 384 | — | ||||||||||||
Secured Long Term Loan | 516 | 418 | 973 | 454 | ||||||||||||
Other financial liabilities | 185 | 148 | 325 | 610 | ||||||||||||
Total Interest expenses, net | 1,512 | 566 | 3,492 | 1,064 | ||||||||||||
2021 Convertible Debts | 2,065 | — | 2,065 | — | ||||||||||||
Total Loss on extinguishment of debts | 2,065 | — | 2,065 | — |
Schedule of financial liabilities | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30 | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Secured Long Term Loan | $ | 438 | — | $ | 892 | — | ||||||||||
Promissory Notes | 2 | 319 | 402 | 425 | ||||||||||||
Long Term Loans | 122 | — | 314 | — | ||||||||||||
Revolving Credit | — | 31 | 28 | 91 | ||||||||||||
Other Current financial debts | — | 22 | — | 71 | ||||||||||||
Convertible Debts | — | 39 | — | 490 | ||||||||||||
Total Interest expenses | $ | 562 | 411 | $ | 1,636 | 1,077 |
2021 Convertible Debts
Amendments
The three 2021 convertible notes are convertible by the Note Holder upon issuance. In accordance with the original agreement the conversion price will be the lower of a Fixed Conversion Price or 92.5% of the lowest daily volume-weighted average price (VWAP) of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, provided that the conversion price may not be less than the Floor Price.
On April 15, 2022, and on May 17, 2022, Helbiz amended certain terms of the 2021 Convertible Notes and related 1,000,000 Warrants previously issued under the 2021 SPA, see below the terms amended:
Schedule of Convertible Debts | ||||||||||||||||
Original Terms impacted | Note-1 | Note-2 | Note-3 | Warrant | ||||||||||||
Maturity Date | October 12, 2022 | October 22, 2022 | November 11, 2022 | N/A | ||||||||||||
Fixed Conversion Price | $ | 20.00 | $ | 20.00 | $ | 20.00 | N/A | |||||||||
Floor Price | $ | 10.00 | $ | 8.25 | $ | 8.55 | N/A | |||||||||
Strike Price | N/A | N/A | N/A | $ | 20.00 | |||||||||||
Amended Terms | Note-1 | Note-2 | Note-3 | Warrant | ||||||||||||
Maturity Date | December 31, 2022 | December 31, 2022 | December 31, 2022 | N/A | ||||||||||||
Fixed Conversion Price | $ | 3.00 | $ | 3.00 | $ | 3.00 | N/A | |||||||||
Floor Price | $ | 0.25 | $ | 0.25 | $ | 0.25 | N/A | |||||||||
Strike Price | N/A | N/A | N/A | $ | 3.00 |
Additionally, the parties also entered into a Guaranty Agreement and a Pledge Agreement as a result of the April 15, 2022 amendment.
Based on the new terms described above, the Company considered the April 15, 2022, amendment as an extinguishment of the original 2021 Convertible Notes. As a result, the net carrying value of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment (April 15, 2022). On April 15, 2022, the fair value of the amended 2021 Convertible Notes have been estimated as the principal amounts and accrued interests and unpaid interests.
The difference between the two amounts, amounted to $2,065 which represents the debt discounts on April 15, 2022, has been recorded in the statements of operations as Loss on extinguishment of debt.
15 |
The Company analyzed the April 15, 2022 amendment of the exercise price of the 1,000,000 warrants issued to the 2021 Convertible Note Holder that had been classified as equity, in accordance with ASU 2021-04 which resulted in no impact on the interim financial statement ended June 30, 2022.
On April 15, 2022, all the Helbiz Inc. subsidiaries (“Guarantors”) entered into a Guaranty Agreement in favor of the Note Holder with respect to all the obligations Helbiz Inc owes to the Note Holder pursuant to the 2021 and 2022 Convertible Notes SPAs (refer below for further information regarding the 2022 Convertible Notes). The Guarantors, jointly and severally, guarantee to the Note Holder the full and unconditional payment when due, contained in the two SPAs. The Guarantors agree that after the occurrence of any default in the payment or performance of the obligations, the Guarantors will not demand, sue for or otherwise attempt to collect any such indebtedness of the Note Holder to the Guarantors until the obligations shall have been paid in full.
On April 15, 2022, Salvatore Palella (Helbiz Inc CEO and majority shareholder) entered into a Pledge Agreement in favor of the Note Holder. The agreement grants the Note Holder a first priority security interest and pledge in at least $7,000,000 shares of Class B Common Stock that are owned by the CEO of the Company as security for the Company’s obligations under the 2021 and 2022 Convertible Notes SPAs.
ASU 2020-06
Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach, under this new guidance the BCF does not require bifurcation from the host liability. As a result, on January 1, 2022, the Company derecognized the BCF from the condensed combined balance sheet. In detail, the interest expense that arose from the amortization of the debt discount related to the BCF during 2021, amounted to $816, has been recognized as a cumulative adjustment to accumulated deficit at the transition date. Additionally, the remaining BCF debt discount balance at the transition date, amounted to $3,371 and the equity amount originally recorded at the issuance date $4,187 for the BCF, have been derecognized on the transition date.
Conversions
During the three months ended June 30, 2022, the Note Holder converted $7,516 (of which $7,354 as principal and $162 as accumulated interests) of the 2021 Convertible Notes into Class A Common Shares.
During the six months ended June 30, 2022, the Note Holder converted $14,398 (of which $13,854 as principal and $544 as accumulated interests) of the 2021 Convertible Notes into Class A Common Shares.
12.7% Secured Long Term Loan, net2022 Convertible Debts
On March 23, 2021,April 15, 2022 (“closing date”), the Company entered into a $Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note Holder”), pursuant to the terms of the SPA, the Company received from the Note holder proceeds of $10 million and issued: 15,000 secured term loan facility(i) 150,000 shares of Class A common stock as a commitment fee, (ii) 500,000 Warrants to buy 500,000 Class A common shares with an institutional lender. exercise price of $3.00 per share and a five-year expiration date, and (iii) two convertible notes with the following terms.
Schedule of Convertible Debts | ||||||||
Convertible Note-1 | Convertible Note-2 | |||||||
Issuance date | April 15, 2022 | May 27, 2022 | ||||||
Maturity Date | April 15, 2023 | May 27, 2023 | ||||||
Principal | $ | 6,000,000 | $ | 4,000,000 | ||||
Fixed Conversion Price | $ | 3.00 | $ | 3.00 | ||||
Floor Price | $ | 0.25 | $ | 0.25 | ||||
Interest rate | 5.00% | 5.00% | ||||||
Default interest rate | 15.00% | 15.00% |
The loan agreement has a maturitytwo convertible notes are convertible by the Note Holder upon issuance. The conversion price will be lower of the Fixed Conversion Price or 92.5% of the lowest daily volume-weighted average price (“DVWAP”) of the Class A Common Stock during the five consecutive trading days immediately preceding the conversion date, of December 1, 2023, with a prepayment option forprovided that the conversion price may not be less than the Floor Price.
Based on the SPA and the amendment that occurred on May 17, 2022, the Company after 12 months. At inception, the company prepaid interests and an insuranceis required to pay a redemption premium for $2,783. As of September 30, 2021,in two circumstances: a) if the Company accountedredeems the loan as Non-Current Financial liabilities netconvertible notes prior to maturity; or b) if 90 days after the issuance, the DVWAP is less than the Floor Price for ten trading days during a period of intermediary fees and bank fees, and the $436 and $890 in interest expenses respectively for the three and nine months ended on September 30, 2021, as Interest expenses, net.
8% Promissory note, issued in 2021
On June 18, 2021, and July 1, 2021,15 consecutive trading days. In case event b) occurred the Company entered into two unsecured promissory note agreements withis required to make monthly payments which shall be in an Helbiz shareholder for cumulative proceeds of $5,000. On August 12, 2021,amount equal to the Company consummated the business combination with GRNV and concurrently settle the $5,000 debt through the issuance of GreenVision PIPE units. The interest expenses recorded for the three and nine months ended on September 30, 2021 are immaterial.
0% CEO Promissory notes – Related Party
During May and June 2021, Helbiz Chief Executive Officer, has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $2,010 through Promissory Notes. The loan notes are payable on the earliersum of (i) the dayprincipal amount outstanding divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount and (iii) accrued and unpaid interest hereunder as of each payment date. The Company obligation to make monthly payments cease if the Company reduces the Floor Price. The reduced Floor Price shall be equal to no more than 80% of the completion of the business combination between Helbiz and GRNV, (ii) August 19, 2021, or (iii) completion of a capital raise in either form of debt or equity of a minimum of $5,000.
On August 16, 2021, the Company repaid the principal of the 0% CEO Promissory Notes.
4.5% Long-term loan, net
On November 5, 2020, the Company obtained a loan for Euro 3,500 through its wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of December 31, 2020, the Company accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees. As of September 30, 2021, the Company accounted the loan between Current and Non-Current Financial liabilities basedClosing Bid Price on the repayment terms; during the three and nine months ended September 30, 2021, no repayment of the principal has been made. As a result, the decrease of the net carrying value is mainly relatedTrading Day immediately prior to the change in the currency rate as of September 30, 2021, and December 31, 2020.
The Company recorded respectively $69 and $202 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
5.4% Long-term loan, net
On March 15, 2021, the Company obtained a loan for Euro 2,000 through its wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of September 30, 2021, the Company accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms; during the three and nine months ended September 30, 2021 no repayment of the principal has been made.
The Company recorded respectively $102 and $50 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
2.75% Long-term loan, net – MiMoto financial liability
On May 31, 2018, MiMoto obtained a loan for Euro 450 from an Italian bank. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, the Company assumed the fair value of the loan amounted to Euro 316, approximately $372. No repayment of the principal has been made by the Company during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.such Reset Notice.
16 |
2.4% Long-term loan, net – MiMoto financial liability
On May 21, 2020, MiMoto entered in a loan agreement with an Italian bank, for Euro 400. The loan is guaranteed byAt the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021,issuance dates of the Convertible Notes, the Company assumedseparated the MiMoto financialConvertible Notes into a liability amounted to Euro 400, approximately $472. No repaymentand equity components. In detail, at the issuance of the principal has been made byconvertible notes, the Company during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
3.5 % Long-term loan, net – MiMoto financial liability
On October 17, 2017, MiMoto obtained a loan for Euro 200 with an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, the Company assumeddetermined the fair value of the loan amounted to Euro 65, approximately $76. No repayment of the principal has been made by the Company during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
8% Promissory Notes, issued in 2020
On March 4, 2020, and on April 3, 2020, the Company entered into two 8% unsecured promissory note agreements for cumulative proceeds of $400. The Company recorded respectively $1 and $17 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
On August 26, 2021, the Company fully repaid the two 8% unsecured promissory notes.
Revolving Credit
In March 2018, the Company entered into an unsecured Senior Revolving Credit Agreement (the “Revolving Credit”). On March 24, 2021, the Company re-paid the Revolving Credit and the accumulated interests.
18% Promissory Notes
On May 25, 2020, the Company entered into two 18% promissory note agreements. The two promissory notes have a cumulative principal of $2,000. On March 24, 2021, the Company early re-paid the remaining outstanding balance, including accumulated interests.
14. Common Stock
As of September 30, 2021, the Company’s charter authorized the issuance of up to of Class A common shares of common stock at $ par value per share, of Class B common shares of common stock at $ par value per share and shares of preferred stock at $ par value per share.
Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. At the Closing Date, an aggregate of 1,600,000 shares of Helbiz Class B common stock issuable to the Helbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months.
Public Warrants
As of September 30, 2021, the Public Warrants outstanding are 8,400,000 with a strike price of $11.50 and they became exercisable on August 12, 2021. On September 23, 2021, the Public Warrants became exercisable for cash by the effectiveness of a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants.
The Public Warrants will expire five 5 years from the consummation of a Business Combination or earlier upon redemption or liquidation.
The Company may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:of:
IfThe Company allocated the gross proceeds between the Convertible Note - classified as Current liability - and the warrants - classified as equity component with no subsequent re-measurement - based upon their relative fair values. Additionally, the Company callsrecorded the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.
15. Share based compensation
2020 Equity Incentive Plan
On April 1, 2020, the Company adopted the 2020 Equity Incentive Plan (2020 Plan) under which the Company may issue options to purchase its common stock to selected employees, officers, and director of the Company. Upon original approval, the Company reserved shares of the Company’s common stock for issuance under the 2020 Plan. The entire 2020 Plan has been granted by previously hired employees, officers, and directors. Starting from April 1st 2021, Portion of the plan become vested. On August 12, 2021, the 2020 Plan has been assumed by GRNV and converted into options to acquire shares of GRNV’s Class A Common Shares.
The table shows further details regarding the 2020 Plan as of December 31, 2020, and September 30, 2021, considering a retroactive application of the conversion ratio.
Schedule of Equity Incentive Plan | |||||||||||||||||||||
Number of Options under the 2020 Plan | Strike Price | Number of Options granted | Number of Options vested | Number of Options unvested | |||||||||||||||||
2020 Plan, as of December 31, 2020 | 7,415,262 | $ | 2.16 | 7,409,701 | 0 | 7,409,701 | |||||||||||||||
2020 Plan, as of September 30, 2021 | 7,415,262 | 2.16 | 7,400,362 | 4,195,996 | 3,204,367 |
The Company recorded stock-based compensation expenses in the consolidated statements of operations for the three and nine months ended September 30, 2021, and September 30, 2020, as follows.
Schedule of stock-based compensation expenses | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Cost of revenue | $ | 5 | 12 | $ | 22 | $ | 24 | |||||||||
Research and development | 67 | 236 | 372 | 472 | ||||||||||||
Sales and marketing | 47 | 170 | 261 | 340 | ||||||||||||
General and administrative | 324 | 1,170 | 1,818 | 2,340 | ||||||||||||
Total stock-based compensation expense for the 2020 Plan | $ | 443 | 1,588 | $ | 2,473 | $ | 3,176 |
2020 CEO Performance Award
On April 1, 2020, the Company adopted the 2020 CEO Performance Award under which the Company issued options to purchase its common stock to its CEO and Founder, Salvatore Palella. The Company reserved shares of the Company’s common stock for issuance under the 2020 CEO Performance Award. Under the 2020 CEO Performance Award, nonqualified stock options are granted at the IPO price. The Company considers August 12, 2021, as the Grant Date of the 2020 CEO Performance Award.
The table shows further details regarding the 2020 CEO Performance Award as of September 30, 2021.
Schedule of performance Award | ||||||||||||||||||||||||
Number of Options under the plan | Strike Price | Number of Options granted | Number of Options vested | Number of Options unvested | ||||||||||||||||||||
CEO Performance Award as of September 30, 2021. | $ | 8.14 | 600,000 | 0 | 600,000 | |||||||||||||||||||
The 2020 CEO Performance Awards vests upon the satisfaction of the market conditions. In detail, the market conditions will be satisfied in 20 different tranches, with eachfollowing debt discounts related to a certain Market capitalization Milestone. The lowest tranche is $500 million the highest is $100 billion; each of the twenty tranches has 30,000 options to buy 30,000 Class A common shares.Convertible notes:
The Company evaluated the fair value of each tranche of the award incorporating all aspects of the terms and conditions, probability of vesting, and the derived service period at the date of grant. In detail, the Company estimated the fair value of each tranche using a Monte Carlo simulation and the following assumptions.
2021 – Grant Date | |||||
Based on the above, the cumulative fair value of the 20 tranches of the awards was estimated at the date of grant, to be $3,586. In detail, the weighted-average period over which compensation will be recorded and the weighted-average fair value resulted from the Monte Carlo simulation were 10.75 years and $5.98, respectively; considering that the highest market milestone has a derived service period of 17.54 years.
As a result, the Company calculated the fair value of each tranche and the related compensation costs will be recorded on a straight-line basis between the grant date and the estimated vesting date of each tranche.
The Company recorded stock-based compensation expenses for the 20 tranches amounted to $ in the General and administrative account, for the three and nine months ended September 30, 2021.
Stock Options granted to the independent board members
On August 12, 2021, the Company issued options to purchase its common stock to its independent board members: Lee Stern, Guy Adami and Kimberly Wilford. The Company reserved shares of the Company’s common stock for issuance under those agreements. Based on the three agreements, nonqualified stock options are granted at $ (closing price on August 12, 2021). The service condition is satisfied over a period of one year, and the options will vest in equal amount of on a quarterly basis.
The fair value of the stock option assigned to the three independent board members was estimated at August 12, 2021, to be $1.55, using the modified Black-Scholes option pricing model and the following assumptions:
2021 – Grant Date | ||||
($ | cash and $ | |||
The Company recorded stock-based compensation expenses amounted to $ indifference between the General and administrative account, for the three and nine months ended September 30, 2021, compensation costs have been recorded for the three and nine months ended September 30, 2020.
Common Shares issued in exchange of services received
During the nine months ended September 30, 2021, and September 30, 2020, the Company issued and Class A Common Shares to Company’s vendors, respectively; in exchange for services rendered to the Company, the number of common shares issued have been adjusted considering a retroactive applicationprincipal amounts of the conversion ratio.
A portionConvertible Notes and the liability components ("debt discount") is amortized to interest expense over the contractual term of the Common Shares issued during the first nine months of 2021 and 2020 —notes.
12. 5,720 and Common Shares, respectively — are related to a financial advisor for services rendered in conjunction with private placements. The Company allocated the fair value of the Common Shares issued to the Placement Agent, as discount of the gross proceeds received for the private placement transaction. During the nine months ended September 30, 2021, and September 30, 2020, Placement Agent fees paid by Common Shares are $34 and $177, respectively and they were recorded as reduction of Sales of Common Shares.
The remaining Common Shares issued during the first nine months of 2021 and the issued during the first nine months of 2020 have been issued to Company’s lawyers, financial advisors, marketing and communication consultants. The Company recorded those stock-based compensation expenses to those consultants in the condensed consolidated statements of operations, based on their fair value as below.
stock-based compensation expenses | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Sales and marketing | 1,160 | — | 1,160 | 65 | ||||||||||||
General and administrative | 2,599 | — | 2,697 | — | ||||||||||||
Total stock-based compensation expense for services received | $ | 3,759 | — | $ | 3,857 | $ | 65 |
16.Commitments and Contingencies
Leases
The Company entered into various non-cancellable operating lease agreements for office facilities, Permit and brande-mopeds leases, corporate vehicles’ licensing, and corporate housing entered into by the Company with lease periods expiring through 2023.2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. Rent expense under these agreements is recognized on a straight-line basis.
Future annual minimum lease payments as of September 30, 2021, are as follows:
minimum lease payments | ||||||
Amount | ||||||
Year ending December 31: | ||||||
Remainder of 2021 | $ | 1,418 | ||||
2022 | 1,520 | |||||
2023 | 508 | |||||
Thereafter | 34 | |||||
Total | $ | 3,479 |
Rent expense under operating leases was $663 and $1,782 for the three and nine months ended on September 30, 2021, and $339 and $877 for the three and nine months ended on September 30, 2020. The terms of the leases provide for rental payments on a monthly basis and sometimes on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Lease expenses under operating leases were $746 and $1,484 for the three and six months ended on June 30, 2022, respectively; and $657 and $1,119 for the three and six months ended on June 30, 2021, respectively.
Additionally, the Company entered into various non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with financial institutions. The capital lease agreements included within Financial liabilities on the condensed consolidated balance sheet as of June 30, 2022 amounted to $2,792, of which $2,649 is related to the 3,750 eScooters and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to Note. 7 Property, equipment and deposits, net for further information).
Lease expenses under capital leases were accounted as interest expenses for $83 and $112 for the three and six months ended on June 30, 2022, respectively.
Lease expenses under capital leases | |||||||||
Operating leases | Capital leases | ||||||||
Year ending December 31: | |||||||||
2022 | 895 | 2,193 | |||||||
2023 | 588 | 777 | |||||||
2024 | 124 | 60 | |||||||
Thereafter | 41 | 15 | |||||||
Total minimum lease payments | 1,648 | 3,045 | |||||||
Less: Amounts representing interest not yet incurred | 252 | ||||||||
Present value of capital lease obligations | 2,792 | ||||||||
Less: Current portion | 2,701 | ||||||||
Long-term portion of capital lease obligations | 91 |
Litigation
From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. There are currently no material legal proceedings against the Company, and the Company is not aware of investigations being conducted by a governmental entity into the Company. The Company does not disclose litigation with a remote possibility of an unfavorable outcome.
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13. Share based compensation expenses
Helbiz Live
In August 2021Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, launched Helbiz Live, its streaming media content offering, in conjunction withfor third-party consultants. The following table summarizes total stock-based compensation expense by account for the beginning of the 2021-2022 season of the Italian Serie B soccer league.three and six months ended June 30, 2022, and 2021.
Schedule of stock-based compensation expenses | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Cost of revenue | 2 | 5 | 12 | 17 | ||||||||||||
Research and development | 34 | 71 | 98 | 307 | ||||||||||||
Sales and marketing | 161 | 47 | 343 | 214 | ||||||||||||
General and administrative | 804 | 423 | 1,799 | 1,593 | ||||||||||||
Total Share based compensation expenses, net | 1,001 | 546 | 2,252 | 2,131 | ||||||||||||
Of which related to shares to consultants not issued and adjustments for shares price at issuance | 224 | — | 304 | — |
In connection with the launch of Helbiz Live, Helbiz will bear the following payments:
Schedule Helbiz payments | |||||
Amount | |||||
Year ending December 31: | |||||
Remainder of 2021 | $ | 5,246 | |||
2022 | 16,841 | ||||
2023 | 17,085 | ||||
Thereafter | 8,833 | ||||
Total | $ | 48,005 |
Net income (loss) per share is computed by dividing net loss by the weighted-average number of shares of common stock- Dilutive outstanding during the period. As a result of the business combination, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding for all periods presented prior to August 12, 2021, by multiplying them by the Conversion Ratio used to determine the number of common shares into which they converted.
The following table sets forth the computation of basic and diluted net loss per share.
Schedule of basic and diluted net loss per share. | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Net loss adjusted for Deemed Dividends and Deemed Dividends equivalents | $ | (28,734 | ) | (5,690 | ) | $ | (51,035 | ) | $ | (15,564 | ) | |||||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 26,265,400 | 19,923,107 | 23,511,764 | 17,785,025 | ||||||||||||
Net loss per share attributable to common stockholders, basic and diluted | $ | (1.09 | ) | (0.29 | ) | $ | (2.17 | ) | $ | (0.88 | ) |
The following potentially dilutive outstanding shares (considering a retroactive application of the conversion ratio) were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
Schedule of dilutive outstanding shares | ||||||||||||||||||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
2020 Stock Option Plan | 7,400,362 | 7,409,701 | 7,400,362 | 7,409,701 | ||||||||||||||||||||||||||||
2020 Equity Incentive Plan | 7,354,869 | 7,409,701 | 7,354,869 | 7,409,701 | ||||||||||||||||||||||||||||
Public Warrants | 8,400,000 | — | 8,400,000 | — | 7,736,416 | — | 7,736,416 | — | ||||||||||||||||||||||||
Convertible Notes * | 43,219,831 | — | 43,219,831 | — | ||||||||||||||||||||||||||||
Convertible Notes Warrants | 1,500,000 | — | 1,500,000 | — | ||||||||||||||||||||||||||||
GRNV Sponsor Private Warrants | 2,100,000 | — | 2,100,000 | — | 2,100,000 | — | 2,100,000 | — | ||||||||||||||||||||||||
Class B Common Shares - Held in escrow for indemnification purpose | 1,600,000 | — | 1,600,000 | — | 1,600,000 | — | 1,600,000 | — | ||||||||||||||||||||||||
2020 CEO Performance Award | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | 600,000 | ||||||||||||||||||||||||
Stock Options granted by the independent board members | 225,000 | — | 225,000 | — | ||||||||||||||||||||||||||||
Convertible Preferred Stock Series B (1) | — | 1,313,753 | — | 1,313,753 | ||||||||||||||||||||||||||||
Vienna Warrants (2) | — | 95,921 | — | 95,921 | ||||||||||||||||||||||||||||
Series A Warrants (3) | — | 192,468 | — | 192,468 | ||||||||||||||||||||||||||||
Other Liability Warrants (4) | — | 175,088 | — | 175,088 | ||||||||||||||||||||||||||||
Equity Warrants | — | 479,916 | — | 479,916 | ||||||||||||||||||||||||||||
2021 Omnibus Plan | 368,750 | — | 368,750 | — | ||||||||||||||||||||||||||||
Common Stocks to be issued outside equity incentive Plans | 155,620 | — | 155,620 | — | ||||||||||||||||||||||||||||
Convertible Preferred Stock Series B | — | 1,313,753 | — | 1,313,753 | ||||||||||||||||||||||||||||
Equity Award for Non-employees with Performance condition not satisfied | — | 162,302 | — | 162,302 | 343,419 | — | 343,419 | |||||||||||||||||||||||||
Total number of Common Shares not included in the EPS Basic and diluted | 20,325,362 | 10,429,149 | 20,325,362 | 10,429,149 | 64,635,486 | 9,666,873 | 64,635,486 | 9,666,873 |
* | The number of Common Shares presented is based on the |
18. Segment and geographic information
We determine our operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions, and evaluates operating performance.
As of September 30, 2021, the Company has three operating and reportable segments, of which one named Helbiz Kitchen is considered not material and included in All Other.
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For15. Segment and geographic information about how our reportable segments derive revenue, refer to Note 5 – Revenue recognition. Our segment operating performance measures are segment Revenue and Cost of Revenue. The CODM does not evaluate operating segments using asset information and, accordingly, we do not report asset information by segment.
The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from operations:operations.
Schedule of segment Revenue and Cost of revenue | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Mobility | 3,890 | 2,013 | 7,888 | 2,671 | 2,716 | 2,982 | 4,293 | 3,997 | ||||||||||||||||||||||||
Live | 760 | — | 760 | — | 1,489 | — | 3,145 | — | ||||||||||||||||||||||||
All Other | 52 | — | 52 | 205 | 153 | — | 232 | — | ||||||||||||||||||||||||
Total revenues | $ | 4,702 | $ | 2,013 | $ | 8,700 | $ | 2,876 | ||||||||||||||||||||||||
Total Revenue | $ | 4,358 | $ | 2,982 | $ | 7,670 | $ | 3,997 | ||||||||||||||||||||||||
Cost of revenue | ||||||||||||||||||||||||||||||||
Mobility | (6,438 | ) | (2,235 | ) | (16,920 | ) | (4,806 | ) | (5,019 | ) | (6,073 | ) | (9,657 | ) | (10,577 | ) | ||||||||||||||||
Live | (2,732 | ) | — | (2,732 | ) | — | (4,675 | ) | — | (10,950 | ) | — | ||||||||||||||||||||
All Other | (562 | ) | — | (562 | ) | — | (574 | ) | — | (999 | ) | — | ||||||||||||||||||||
Total Cost of revenue | $ | (9,844 | ) | $ | (2,235 | ) | $ | (20,421 | ) | $ | (4,806 | ) | $ | (10,267 | ) | $ | (6,073 | ) | $ | (21,606 | ) | $ | (10,577 | ) | ||||||||
Reconciling Items: | ||||||||||||||||||||||||||||||||
General and administrative | (6,436 | ) | (2,638 | ) | (13,115 | ) | (6,592 | ) | ||||||||||||||||||||||||
Sales and marketing | (3,415 | ) | (1,275 | ) | (6,013 | ) | (2,408 | ) | ||||||||||||||||||||||||
Research and development | (853 | ) | (441 | ) | (2,017 | ) | (1,031 | ) | (638 | ) | (588 | ) | (1,382 | ) | (1,164 | ) | ||||||||||||||||
Sales and marketing | (4,374 | ) | (1,717 | ) | (6,782 | ) | (3,298 | ) | ||||||||||||||||||||||||
General and administrative | (9,298 | ) | (3,237 | ) | (15,891 | ) | (6,891 | ) | ||||||||||||||||||||||||
Loss from operations | $ | (19,668 | ) | $ | (5,618 | ) | $ | (36,411 | ) | $ | (13,150 | ) | $ | (16,398 | ) | $ | (7,592 | ) | $ | (34,447 | ) | $ | (16,744 | ) |
Revenue by geography is based on where thea trip was completed, or media content occurred. The following table set forth revenue by geographic area for the three and ninesix months ended SeptemberJune 30, 2022, and 2021.
Schedule of Revenue by geography | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Italy | 3,660 | 1,958 | 6,342 | 2,575 | 3,709 | 2,031 | 6,661 | 2,681 | ||||||||||||||||||||||||
United States | 1,042 | 55 | 2,358 | 96 | 649 | 951 | 1,009 | 1,316 | ||||||||||||||||||||||||
All other countries | — | — | — | 205 | — | — | — | — | ||||||||||||||||||||||||
Total revenues | $ | 4,702 | $ | 2,013 | $ | 8,700 | $ | 2,876 | ||||||||||||||||||||||||
Total Revenue | $ | 4,358 | $ | 2,982 | $ | 7,670 | $ | 3,997 |
Long-lived assets, net includes property and equipment, intangible assets, goodwill, and other assets. The following table set forth long-lived assets, net by geographic area as of SeptemberJune 30, 20212022, and December 31, 2020.2021.
Schedule of intangible assets, goodwill and other assets | ||||||||||||||||
September 30, | December 31, | June 30, | December 31, | |||||||||||||
Non-Current Assets | 2021 | 2020 | 2022 | 2021 | ||||||||||||
Italy | $ | 16,946 | $ | 2,785 | $ | 16,480 | $ | 17,905 | ||||||||
United States | 1,426 | 1,446 | 7,402 | 3,337 | ||||||||||||
All other countries | 139 | 110 | 176 | 184 | ||||||||||||
Total accrued expenses and other current liabilities | $ | 18,511 | $ | 4,341 | ||||||||||||
Total Non-Current Assets | $ | 24,058 | $ | 21,426 |
19.16. Related Party Transactions
During May andthe six months ended June 2021,30, 2022, our majority shareholder and sole directorCEO has lent Helbiz, funds on an interest-free basis for cumulative gross proceeds of $2,010380 through two Promissory Notes.On August 16, 2021, the Company repaid the principal of the 0% CEO Promissory Notes.
During the period ended September 30, 2020, our majority shareholder and sole director repaid $1,042 of a loan that we made to him. Our majority shareholder and sole director completely settled all amounts that he owed to us during 2020.
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20.17. Subsequent Events
The Company has determined, for recognition or disclosure in these financial statements, the following material subsequent events.
Exercise of Public Warrants2021 Convertible Debts, conversion into Common Shares
DuringFrom July 1, 2022, to the monthdate of Octoberthis prospectus, the Note Holder converted $4.6 million (including $0.4 million of interests) of the 2021 Convertible Notes into Public Warrants have been exercised and converted into 633,419of Class A Common Shares for cumulative gross proceeds deposited into Helbiz bank accounts of $7,629.Shares.
CEO Promissory notes, conversion into Common Shares
On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2 million of its Promissory Notes into of Class A Common Shares.
Issuance of Note
On July 11, 2022, the Company issued a note to an investor in exchange for 6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023.
million Euro (approximately $2 million). The note carriesIssuance of Convertible Notes
On October 12, 2021,August 9, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”), pursuant to the terms of the SPA, the Company issued to the Note holder the followings: (i) 1 shares of Class A common stock as a commitment fee, (ii) a first convertible note in the principal amount of $153 million, (iii) 1,000,000 Warrants to buy Class A common shares with an exercise price of $20.00 per share, (iv) a second convertible in the principal amount of $10 million, issued on October 27, 2021, and (v) a third convertible note in the principal amount of $5 million, issued on November 12, 2021. In exchange for the issuances of the commitment Shares, the threemillion. The convertible notes and the warrants, we received from the Note holder proceeds of $30 million.
Each of the three convertible note maturesmature on the one-year anniversary date of thetheir issuance of such convertible note and bears interest at a rate of 5% per annum. In case of an event of default under the convertible notes, the interest rate increases to 15%15% per annum.
Additionally, the Company is required to pay a redemption premium in two circumstances: (i) if Helbiz redeems the convertible notes prior to maturity, the Company must pay a redemption fee equal to 10%The conversion terms and conditions of the principal amount being redeemed thereafter. Alternatively,Convertible note are the Company is required to start making monthly payments if 90 days after the issuance of a Note the daily volume-weighted average is less than $10.00same agreed for ten trading days during a period of 15 consecutive trading days (the “Triggering Date”). Each monthly payment shall be in an amount equal to the sum of (i) the principal amount outstanding as of the Triggering Date divided by the number of such monthly payments until maturity, (ii) a redemption premium of 10% of such principal amount2021 and (iii) accrued and unpaid interest hereunder as of each payment date. Under certain circumstances, such payments after a Triggering Date may no longer be required. The maximum value of the redemption premium is $3,000,000.2022 Convertible Notes.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with its consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for its business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
The following discussion refers to the financial results of Helbiz, Inc., for the three and six months ended SeptemberJune 30, 2021,2022, and 2020, for the nine months ended September 30, 2021, and 2020 and the year ended December 31, 2020.2021. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refers to Helbiz and its affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.
Overview
Helbiz, Inc. (and with its subsidiaries, where applicable, “Helbiz” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarter in New York, New York. We are an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on a proprietary technology platform,platforms, the Company’s core business is the offering of electric scooters bikes and mopeds in the sharing environment. Through its Mobility App, we offer a sharing economyan intra-urban transportation solution that allows users to instantly rent electric vehicles directly from our mobile application. We currently have a strategic footprint in growing markets with offices in New York, Milan, Belgrade and Singapore, with additional operational teams around the world.vehicles. We currently have electric vehicles operating in the United States and Europe.
DuringStarting from the second half of 2021, we decided to enter into a newexpanded our product offerings through two other business line:lines: (i) the acquisition, commercialization and distribution of media contents including live sport events. We developed a new app, Helbiz Live, which is a separate app from the micro-mobility platform. Starting from August 2021, we have broadcastedevents such as the Italian Serie B Soccer League inLeague. This revenue stream is supported by Helbiz Live App, which is separated from the United States, ItalyMobility App, and Serbia as well as other contents.
During 2021, we decided to expand our product offering,(ii) food delivery services through our wholly-owned Italian subsidiary, Helbiz Kitchen Italia S.r.l. In July 2021, we launched a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, in Milan. The service is fully integrated in the micro-mobility platform.
Business Combination and Organization
On August 12, 2021 (the “Closing Date”), we consummated a business combination as contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 8, 2021, by and among GreenVision Acquisition Corp. (“GRNV”), GreenVision Merger Sub, Inc., a wholly owned subsidiary of GRNV (“Merger Sub”), Helbiz Holdings Inc. (known as Helbiz, Inc. prior August 12, 2021) and Salvatore Palella (as representative of the shareholders of Helbiz Holdings Inc.). The Merger Agreement provided for the acquisition of Helbiz Holdings Inc. by GRNV pursuant to the merger of Merger Sub with and into Helbiz Holdings Inc. (the “Business Combination”), with Helbiz Holdings Inc. continuing as the surviving entity and a wholly owned subsidiary of GRNV. On the Closing Date, and in connection with the closing of the Merger Agreement, GRNV changed its name to Helbiz, Inc.
In connection with the execution of the Merger Agreement, GRNV entered into subscription agreements (the “Subscription Agreements”) and registration rights agreements (the “PIPE Registration Rights Agreements”), with certain institutional and accredited investors some of whom transferred their obligations to additional institutional and accredited investors that entered into additional Subscription Agreements (collectively, the “PIPE Investors”). The PIPE Investors collectively subscribed for an aggregate 2,650,000 GRNV units at $10.00 per unit, with each unit consisting of one share of Class A Common Stock and a warrant to purchase one share of Class A Common Stock exercisable at $11.50, for aggregate gross proceeds of $26.5 million (the “PIPE Investment”), of which $5 million was in the form of cancelation of Helbiz Holdings Inc. promissory notes. Under the terms of the Merger Agreement, the PIPE Investment was to be for a minimum of $30 million, but the parties to the Merger Agreement waived that closing condition. The PIPE Investment was consummated substantially concurrently with the Closing.
On the Closing Date, each Helbiz Holdings share issued and outstanding immediately prior to the business combination date was canceled and automatically converted into the right to receive 4.63 (the “conversion ratio”) GRNV shares of the respective class. Each outstanding Helbiz Holdings option was assumed by GRNV and automatically converted into an option to purchase such number of shares of Class A Common Stock equal to the product of (i) 4.63 and (ii) the option holder’s Helbiz Holdings options. Based on the conversion ratio, GRNV exchanged all of the 5,285,887 outstanding Helbiz Holdings shares for (i) 10,271,750 shares of GRNV’s Class A Common Stock and 14,225,898 shares of GRNV’s Class B Common Stock, each based on a price of $10.00 per share. Additionally, GRNV assumed all the 1,598,800 Helbiz Holdings outstanding options converted into 7,409,701 options to acquire shares of GRNV’s Class A Common Stock.
MiMoto Smart Mobility S.r.l. – AcquisitionApp.
On April 1, 2021, we acquired 100% of the equity interest of MiMoto Smart Mobility S.r.l. (“MiMoto”), a dockless e-moped sharing private company based in Milan, Italy. MiMoto represents an expansion in the mobility business; in detail, it allows us to enter into the e-mopeds sharing business. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of $12,544 (paid in 1,057,740 shares of our common stock assuming a retroactive application of the conversion ratio, and $2,155 in cash).
The MiMoto purchase price has been preliminary allocated as follows: $1,870 to government relationship, $887 to customer relationship, $664 to assets acquired and $1,848 to liabilities assumed based on their estimated fair value on the acquisition date, and the excess of $10,971 of the purchase price over the fair value of net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto’s know-how, technology and existing processes. Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, 3 years. Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its platform.
Mobility - Key Financial Measures and Indicators
Quarterly Active Platform Users. We define QAPUs as the number of unique users who completed a ride on our platform at least once in three months. While a unique user can use multiple product offerings on our platform in a given quarter, that unique user is counted as only one QAPU. We use QAPUs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the markets in which we operate.
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Trips. We define Trips as the number of completed rides in a given period. To further clarify, a single-use Helbiz ride is recognized as a unique “Trip” upon completion of each ride. We believe that Trips is a useful metric to measure the scale and usage of our platform.
Active Markets. We track the number of active markets (cities) that we operate in. We believe that increasing the markets for expansion is fundamental to the success of our core business for the foreseeable future.
Italian licenses
We are a substantial operator in Italy in the micro-mobility environment, based on number of licenses awarded, and number of vehicles authorized. During the ninesix months ended SeptemberJune 30, 2021,2022, we provided sharing electric mobility services in the following Italian cities:
• E-scooterE-scooter:: Rome, Milan, Turin, Naples, Parma, Palermo, Collegno, Pisa, Modena, Ravenna, Latina, Pescara, Bari, Ferrara, Otranto, Fiumicino, Montesilvano, Cesena, Reggio Emilia, Parma, Bardonecchia,Frosinone, Catania and Santarcangelo di Romagna.San Giovanni Teatino; and
• E-bikeE-moped:: Turin, Cesena, and Latina
• E-moped: Milan, Turin, Florence, Genova, Rimini, Tigullio, and Pescara.
In detail, during the three months ended September 30, 2021, we launched e-scooter services in Reggio Emilia Santarcangelo di Romagna, and Bardonecchia: additionally, we launched e-moped services in Florence, Rimini, Tigullio, and Pescara.
United States licenses
During the ninesix months ended SeptemberJune 30, 2021,2022, we provided the following services in the following U.S. cities:
• E-scooter services: Washington D.C. we provided e-bike(D.C.), Sacramento, (California), Charlotte (North Carolina), Santa Barbara (California), Miami (Florida), Jacksonville (Florida), Miami Lakes (Florida), Miami Dade (Florida), Oklahoma City (Oklahoma), and e-scooter services;Durham (North Carolina);
• E-bike services: Miami Florida. we provided e-scooter service;Lakes (Florida)
• Jacksonville, Florida. we provided e-scooter service;
• Richmond, Virginia. we provided e-scooter service;
• Alexandria, Virginia we provided e-scooter service;
• Arlington, Virginia we provided e-scooter service;
• Santa Barbara, California we provided e-scooter and e-bike services;
• Durham, North Carolina we provided e-scooter service;
• Waterloo, Iowa we provided e-scooter service;
• Oklahoma City, Oklahoma we provided e-scooter service; and
• Atlanta, Georgia we provided e-scooter and e-bike service.
In detail, during the three months ended September 30, 2021, we launched e-scooter services in Santa Barbara, Oklahoma City, Waterloo and Durham, and we closed the operations in Atlanta.
Impact of COVID-19 to our Business.
In March 2020, the World Health Organization declared the outbreak of the coronavirus disease (“COVID-19”) a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting riders, consumers, and business partners, as well as our business, results of operations, financial position, and cash flows. Various governmental restrictions, including declaration of a federal National Emergency, multiple cities’ and states’ declarations of states of emergency, school and business closings, quarantines, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for micro-mobility rides. Furthermore, we are experiencing and expect to continue to experience a supply-chain constraints.
We continue to prioritize the health and safety of our employees and customers. We are focusing on navigating the challenges presented by COVID-19 by managing our cash flow in order to meet our short-term liquidity needs. We have responded to the COVID-19 pandemic by launching new services such as media contents and delivery of foods. As vaccination rates increase in the United States and Europe, we are observing that governmental authorities are requesting more often sharing micromobility services which guarantee social distancing.
While we continue to assess the impact of COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position, and cash flow due to numerous uncertainties.
Impact of the launch of new business lines
Helbiz Live
In August 2021, we launched Helbiz Live, our streaming media content offering, in conjunction with the beginning of the 2021-2022 season of the Italian Serie B soccer league.
In connection with the launch of Helbiz Live, we entered in the following agreements:
The table below shows the Helbiz Live revenues recorded during the three months ended September 30, 2021 which represents the first period of operations.
Three Months Ended September 30, | ||||||||
2021 | 2020 | |||||||
Live Revenue | — | |||||||
Commercialization of Media rights | 671 | — | ||||||
Subscriptions | 89 | — | ||||||
Total Live Revenue | $ | 760 | $ | — |
Helbiz Kitchen
In July 2021, we launched Helbiz Kitchen, a delivery-only “ghost kitchen” restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals.
In connection with the launch of Helbiz Kitchen, we have incurred the following expenses and obligations:
The revenues generated by Helbiz Kitchen from the launch (July 2021) of the services, recorded as Other revenues, are immaterial.
Consolidated Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.
Comparison of the Three and Six Months Ended SeptemberJune 30, 20212022 and 2020, and the Nine Months Ended September 30, 2021 and 2020
The following table summarizes our consolidated results of operations for the three and six months ended SeptemberJune 30, 2022, and for the three and six months ended June 30, 2021, and 2020, and the nine months ended September 30, 2021, and 2020, respectively:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenue | $ | 4,358 | $ | 2,982 | $ | 7,670 | $ | 3,997 | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenue | 10,267 | 6,073 | 21,606 | 10,577 | ||||||||||||
General and administrative | 6,436 | 2,638 | 13,115 | 6,592 | ||||||||||||
Sales and marketing | 3,415 | 1,275 | 6,013 | 2,408 | ||||||||||||
Research and development | 638 | 588 | 1,382 | 1,164 | ||||||||||||
Total operating expenses | 20,756 | 10,574 | 42,116 | 20,741 | ||||||||||||
Loss from operations | (16,398 | ) | (7,592 | ) | (34,447 | ) | (16,744 | ) | ||||||||
Total non-operating income (expenses), net | (3,335 | ) | (554 | ) | (4,679 | ) | (5,452 | ) | ||||||||
Income Taxes | (7 | ) | (18 | ) | (12 | ) | (33 | ) | ||||||||
Net loss | $ | (19,740 | ) | $ | (8,164 | ) | $ | (39,137 | ) | $ | (22,229 | ) |
Three Months ended September 30, | Nine Months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Net revenue | $ | 4,702 | $ | 2,013 | $ | 8,700 | $ | 2,876 | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenues(1) | 9,844 | 2,235 | 20,421 | 4,806 | ||||||||||||
R&D expenses(1) | 853 | 441 | 2,017 | 1,031 | ||||||||||||
Sales and marketing(1) | 4,374 | 1,717 | 6,782 | 3,298 | ||||||||||||
General and administrative(1) | 9,298 | 3,237 | 15,891 | 6,891 | ||||||||||||
Total operating expenses | 24,370 | 7,631 | 45,111 | 16,026 | ||||||||||||
Loss from operations | (19,668 | ) | (5,618 | ) | (36,411 | ) | (13,150 | ) | ||||||||
Total other expenses, net | (8,641 | ) | (26 | ) | (14,094 | ) | (2,011 | ) | ||||||||
Income Taxes | (7 | ) | (11 | ) | (40 | ) | (17 | ) | ||||||||
Net Loss | (28,316 | ) | (5,655 | ) | (50,545 | ) | $ | (15,176 | ) |
22 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Revenue | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Operating expenses: | ||||||||||||||||
Cost of revenue (1) | 236 | % | 204 | % | 282 | % | 265 | % | ||||||||
General and administrative (1) | 148 | % | 88 | % | 171 | % | 165 | % | ||||||||
Sales and marketing (1) | 78 | % | 43 | % | 78 | % | 60 | % | ||||||||
Research and development (1) | 15 | % | 20 | % | 18 | % | 29 | % | ||||||||
Total operating expenses | 476 | % | 355 | % | 549 | % | 519 | % | ||||||||
Loss from operations | (376 | )% | (255 | )% | (449 | )% | (419 | )% | ||||||||
Total non-operating income (expenses), net | (77 | )% | (19 | )% | (61 | )% | (136 | )% | ||||||||
Income Taxes | (0 | )% | (1 | )% | (0 | )% | (1 | )% | ||||||||
Net loss | $ | (453 | )% | $ | (274 | )% | $ | (510 | )% | $ | (556 | )% |
Three Months ended September 30 | Nine Months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Net revenue | 100% | 100% | 100% | 100% | ||||||||||||
Operating expenses: | ||||||||||||||||
Cost of revenues(1) | 209% | 111% | 235% | 167% | ||||||||||||
Research and Development(1) | 18% | 22% | 23% | 36% | ||||||||||||
Sales and marketing(1) | 93% | 85% | 78% | 115% | ||||||||||||
General and administrative(1) | 198% | 161% | 183% | 240% | ||||||||||||
Total operating expenses | 518% | 379% | 519% | 557% | ||||||||||||
Loss from operations | (418 | )% | (279 | )% | (419 | )% | (457 | )% | ||||||||
Total other expenses, net | (184 | )% | (1 | )% | (162 | )% | (70 | )% | ||||||||
Income Taxes | (0 | )% | (1 | )% | (0 | )% | (1 | )% | ||||||||
Net Loss | (602 | )% | (281 | )% | (581 | )% | (528 | )% |
(1) | Includes stock-based compensation for employees and services received, as follows |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Stock-based compensation | ||||||||||||||||
Cost of revenue | $ | 2 | $ | 5 | $ | 12 | $ | 17 | ||||||||
General and administrative | 804 | 423 | 1,799 | 1,593 | ||||||||||||
Sales and marketing | 161 | 47 | 343 | 214 | ||||||||||||
Research and development | 34 | 71 | 98 | 307 | ||||||||||||
Total Stock- based compensation expenses | $ | 1,001 | $ | 546 | $ | 2,252 | $ | 2,131 |
Net Revenue
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||
Mobility Revenues | $ | 2,716 | $ | 2,982 | (9 | )% | $ | 4,293 | $ | 3,997 | 7 | % | ||||||||||||
Pay per ride | 2,187 | 2,304 | (5 | )% | 3,392 | 3,099 | 9 | % | ||||||||||||||||
Mobility Subscriptions | 360 | 451 | (20 | )% | 648 | 615 | 5 | % | ||||||||||||||||
Partnerships fees | 169 | 227 | (26 | )% | 253 | $ | 283 | (11 | )% | |||||||||||||||
Media Revenues | $ | 1,489 | $ | — | 100 | % | $ | 3,145 | $ | — | 100 | % | ||||||||||||
Commercialization of Media rights (B2B) | 1,052 | — | 100 | % | 2,348 | — | 100 | % | ||||||||||||||||
Advertising fees | 156 | — | 100 | % | 206 | — | 100 | % | ||||||||||||||||
Live subscriptions (B2C) | 281 | — | 100 | % | 591 | — | 100 | % | ||||||||||||||||
Other Revenues | $ | 153 | $ | — | 69 | % | $ | 232 | $ | — | 100 | % | ||||||||||||
Total Revenues | $ | 4,358 | $ | 2,982 | 46 | % | $ | 7,670 | $ | 3,997 | 92 | % |
23 |
Three Months ended September 30 | Nine Months ended September 30, | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
Stock-based Compensation: | ||||||||||||||||
Cost of revenues | 5 | 12 | 22 | 24 | ||||||||||||
Research and Development | 67 | 236 | 372 | 472 | ||||||||||||
Sales and marketing | 1,206 | 235 | 1,518 | 405 | ||||||||||||
General and administrative | 3,127 | 1,170 | 4,621 | 2,340 | ||||||||||||
Total Stock-based Compensation | $ | 4,405 | $ | 1,653 | $ | 6,533 | $ | 3,241 |
Net Revenue
Three Months ended September 30 | Nine Months ended September 30, | |||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | |||||||||||||||||||
Mobility revenues | $ | 3,890 | $ | 2,013 | 93 | % | $ | 7,888 | $ | 2,671 | 193 | % | ||||||||||||
Pay per ride | 3,093 | 1,689 | 83 | % | 6,192 | 2,145 | 189 | % | ||||||||||||||||
Subscriptions | 541 | 195 | 177 | % | 1,156 | 209 | 453 | % | ||||||||||||||||
Partnership revenues | 256 | 129 | 98 | % | 540 | 317 | 70 | % | ||||||||||||||||
Live revenues | 760 | — | 100 | % | 760 | — | 100 | % | ||||||||||||||||
Commercialization of Media Rights | 671 | — | 100 | % | 671 | — | 100 | % | ||||||||||||||||
Subscriptions | 89 | — | 100 | % | 89 | — | 100 | % | ||||||||||||||||
Other revenues | $ | 52 | $ | — | 100 | % | $ | 52 | $ | 205 | (75 | )% | ||||||||||||
Total Revenues | $ | 4,702 | $ | 2,013 | 134 | % | $ | 8,700 | $ | 2,876 | 203 | % |
Total revenue increased by $2,689,$1,367, or 134%46%, from $2,013 for the three months ended SeptemberJune 30, 2020, to $4,702 for2022, compared with the three months ended on September 30, 2021. The same trend is observable for the nine months ended SeptemberJune 30, 2021, and 2020, as total revenue increased by $5,824,$3,673, or 203%, from $2,87692% for the ninesix months ended SeptemberJune 30, 2020, to $8,700 for2022, compared with the ninethree months ended SeptemberJune 30, 2021. This increase was primarily due to the core business – mobility – andmedia revenues related to the related main caption: “pay per ride revenue”. In detail, the increase followed our growth in the micro-mobility sharing market in Italy and the United States. Additionally, the revenue growth benefits from the launchcommercialization of the new business line: Helbiz Live.media rights.
Mobility revenues
Mobility revenues increased by $1,877,$296, or 93%7%, in the six months ended June 30, 2022 compared with six months ended June 30, 2021 and decreased by $266, or 9%, from $2,0132,982 for the three months ended SeptemberJune 30, 2020,2021, to $3,890$2,716 for the three months ended June 30, 2022. As shown in the paragraph Mobility - Key Financial Measures and Indicators, Trips and QAPUs increased in the mobility business in all the periods analyzed.
Foreign Exchange Impact on SeptemberMobility Revenue
The general strengthening of the U.S. dollar against the Euro in the three and six months ended on June 30, 2021. The2022 compared to the same trend is observableperiod in 2021 had an unfavorable impact on revenue. If we had translated mobility revenue for the ninethree and six months ended Septemberon June 30, 2021, and 2020, as2022 using the prior year's monthly average exchange rates for our revenue in Euro, our total mobility revenue increased by $5,217, or 193%, from $2,671would have been $2,941 and $4,628, respectively. Using these constant rates, mobility revenue would have been $225 and $335 higher than actual mobility revenue, respectively, for the ninethree and six months ended Septemberon June 30, 2020, to $7,888 for the nine months ended September 30, 2021.
In May 2020, we introduced a subscription offer called Helbiz Unlimited which allows a customer to use our e-scooters and e-bikes in exchange for a monthly fee. During the nine months ended September 30, 2021, more than 30,000 customers have subscribed the Helbiz Unlimited offer, generating a cumulative revenue of $1,156 with an increase of $947, or 453%, from $209 for the nine months ended September 30, 2020.
2022.
LiveMedia revenues
Helbiz LiveMedia revenues are related to the launch of the new business line, which occurred in August 2021. InDuring the first monththree and half of operations Livesix months ended June 30, 2022, Media generated, respectively, revenues amounted to $760. In detail, we$1,489 and $3,145. We recorded respectively Revenues for $89$1,052 and $2,348 from the international commercialization and distribution of media contents to media partners, in the Business to Business (“B2B") environment, and $281 and $591 from Helbiz Live monthly and yearly subscriptions, and $671 from the Commercialization of Media Rights outside Italy.subscriptions.
Cost of RevenueRevenues
Three Months ended September 30, | Nine Months ended September 30, | |||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | |||||||||||||||||||
Cost of revenue | $ | 9,844 | $ | 2,235 | 340 | % | $ | 20,421 | $ | 4,806 | 325 | % | ||||||||||||
Of which Amortization, Depreciation and write-off | 1,553 | 761 | 104 | % | 4,798 | 2,022 | 137 | % | ||||||||||||||||
Of which Stock-based Compensation | 5 | 12 | (58 | )% | 22 | 24 | (8 | )% |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||
Mobility - Cost of revenues | $ | 5,019 | $ | 6,073 | (17 | )% | $ | 9,657 | $ | 10,577 | (9 | )% | ||||||||||||
Of which Amortization, Depreciation and write-off | 1,257 | 2,173 | (42 | )% | 2,428 | 3,569 | (32 | )% | ||||||||||||||||
Of which Stock-based Compensation | 2 | 5 | (60 | )% | 12 | 17 | (12 | )% | ||||||||||||||||
Media - Cost of revenues | 4,675 | — | 100 | % | 10,959 | — | 100 | % | ||||||||||||||||
Of which content licensing | 3,473 | — | 100 | % | 7,983 | — | 100 | % | ||||||||||||||||
Other - Cost of revenues | 574 | — | 100 | % | 999 | — | 100 | % | ||||||||||||||||
Total - Cost of revenues | 10,268 | 6,073 | 69 | % | 21,606 | 10,577 | 104 | % |
Cost of Revenue increased by $7,609$4,195 or 340%, from $2,235 for69% and by 11,029, or 104% in the three months September 30, 2020, to $9,844 for the threeand six months ended SeptemberJune 30, 2022 compared with three and six months ended June 30, 2021. A similarThe increase can be observed between the nine months ended September 30, 2020, and 2021, as Cost of Revenue increased by $15,615, or 325%. Such increase was primarily due to a larger fleet size and the opening of several new cities across Europe and the United States, the launch of which implied significant operative investments, as well as the increase of fleet size in Cities we were already operating. Additionally, the increase observable for the three months ended September 30, 2021, compared to the three months ended September 30, 2020, is partiallymainly explained by the launch of Helbiz Live,Media business and its content licensing expenses, which contributed to Cost of revenue for $2,732.$3,473 and $7,983 in the three and six months ended June 30, 2022, respectively.
Cost of Revenues related to Mobility decreased by $1,054, or 17%, and by $920, or 9%, in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively. The decrease is mainly driven by the decrease in Depreciation, Amortization and write-off expenses, one of the main drivers of Cost of Revenue increasedrelated to Mobility, which decreased by $792,$916, or 104%42%, from $761 forand by $1,141, or 32%, in the three and six months ended SeptemberJune 30, 2020,2022, compared to $1,553 for the three and six months ended September 30, 2021.
Research and Development
Three Months ended September 30, | Nine Months ended September 30, | |||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | |||||||||||||||||||
Research and development | $ | 853 | $ | 441 | 93% | $ | 2,017 | $ | 1,031 | 96% | ||||||||||||||
Of which Stock-based Compensation | 67 | 236 | (72 | )% | 372 | 472 | (21 | )% |
Research and Development expenses increased by $412 or 93%, from $441 for the three months ended September 30, 2020, to $853 for the three months ended SeptemberJune 30, 2021, and $986, or 96%, from $1,031 for the nine months ended September 30, 2020, to $2,017 for the nine months ended September 30, 2021. Such increase is mainly driven by the continuous investments in the in-house IT engineering team, including stock-based compensation, as well as the in-house development of Helbiz Kitchen integration and Helbiz Live App/platform.respectively.
24 |
General and Administrative
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||
General and administrative | $ | 6,436 | $ | 2,638 | 144 | % | $ | 13,115 | $ | 6,592 | 99 | % | ||||||||||||
Of which Stock-based Compensation | 804 | 423 | 90 | % | 1,799 | 1,593 | 13 | % |
General and Administrative expenses increased by $3,798 or 144%, and by $6,523 or 99% in the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively.
The increase is mainly driven by the costs for being a public company, such as D&O insurance which contributed for approximately $2.6 million to the increase for the six months ended June 30, 2022.
Sales and Marketing
Three Months ended September 30, | Nine Months ended September 30, | Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | 2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||||||||||||||||||||
Sales and marketing | $ | 4,374 | $ | 1,717 | 155% | $ | 6,782 | $ | 3,298 | 106% | $ | 3,415 | $ | 1,275 | 168 | % | $ | 6,013 | $ | 2,408 | 150 | % | ||||||||||||||||||||||||||
Of which Stock-based Compensation | 1,206 | 235 | 413% | 1,518 | 405 | 275% | 161 | 47 | 243 | % | 343 | 214 | 60 | % |
Sales and marketing expenses increased by $2,657$2,140 or 155%168%, from $1,717 forand by $3,605 or 150% in the three and six months ended SeptemberJune 30, 2020,2022, compared to $4,374 for the three and six months ended SeptemberJune 30, 2021, and $3,484, or 106%, from $3,289 for the nine months ended September 30, 2020, to $6,782 for the nine months ended September 30, 2021. respectively.
The increase is in line with our strategy focused on significant investment in advertising, promotional and business development initiatives. The marketing activities are followed by our employees and third-party advisors. Stock-based compensation registered a 413% increase, from $405 for the nine months ended September 30, 2020, to $1,518 for the nine months ended September 30, 2021. Such increase is primarily related to the issuance of 115,958 Class A Common shares to communication and advertising consultants.
GeneralResearch and AdministrativeDevelopment
Three Months ended September 30, | Nine Months ended September 30, | |||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | |||||||||||||||||||
General and administrative | $ | 9,298 | $ | 3,237 | 187% | $ | 15,891 | $ | 6,891 | 131% | ||||||||||||||
Of which Stock-based Compensation | 3,127 | 1,170 | 167% | 4,621 | 2,340 | 97% |
General
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||
Research and development | $ | 638 | $ | 588 | 9 | % | $ | 1,382 | $ | 1,164 | 19 | % | ||||||||||||
Of which Stock-based Compensation | 34 | 71 | (52 | )% | 98 | 307 | (68 | )% |
Research and AdministrativeDevelopment expenses increased by $6,061$50 or 187%9%, from $3,237 forand by $218 or 19% in the three and six months ended SeptemberJune 30, 2020,2022, compared to $9,298 for the three and six months ended SeptemberJune 30, 2021, and $9,000, or 131%, from $6,891 for the nine months ended September 30, 2020, to $15,891 for the nine months ended September 30, 2021. Therespectively. Such increase is mainly driven by our investmentthe continuous investments in the personnel-related compensation costs, hiring employeesin-house IT engineering team, who had successfully integrated Helbiz Kitchen into the Mobility App and professional service fees. Additionally, the General and Administrative costs increased significantly following our merger and related listing process. Stock-based compensation registered a 97% increase, from $2,340 for the nine months ended September 30, 2020, to $4,621 for the nine months ended September 30, 2021. Such increase is primarily related to: (i) the issuance of 272,514 Class A Common shares to our SEC legal counsel and other consultants, (ii) 225,000 stock options assigned to the three independent board members, and (iii) grant of the CEO Performance Award.developed Helbiz Live App/platform.
Total other income (expense), net
Three Months ended September 30, | Nine Months ended September 30, | |||||||||||||||||||||||
2021 | 2020 | % Change | 2021 | 2020 | % Change | |||||||||||||||||||
Interest expense | $ | (562 | ) | $ | (410 | ) | 37% | $ | (1,627 | ) | $ | (1,076 | ) | 51% | ||||||||||
Fair value adjustments | $ | (8,038 | ) | $ | (653 | ) | 1,131% | $ | (12,166 | ) | $ | (1,233 | ) | 887% | ||||||||||
Gain on extinguishment of debts | — | 1,055 | 100% | — | 323 | 100% | ||||||||||||||||||
Other income (expense) | $ | (41 | ) | $ | (18 | ) | 128% | $ | (301 | ) | $ | (25 | ) | 1,104% | ||||||||||
Total other income (expense), net | $ | (8,641 | ) | $ | (26 | ) | 33,135% | $ | (14,094 | ) | $ | (2,011 | ) | 601% | ||||||||||
25 |
Total non-operating income (expense), net
Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||
2022 | 2021 | % Change | 2022 | 2021 | % Change | |||||||||||||||||||
Interest expense | $ | (1,512 | ) | $ | (566 | ) | 167 | % | $ | (3,492 | ) | $ | (1,064 | ) | 228 | % | ||||||||
Fair value adjustments | $ | 441 | $ | — | 100 | % | $ | 1,386 | $ | (4,128 | ) | (134 | )% | |||||||||||
Loss on extinguishment of debts | (2,065 | ) | — | 100 | % | (2,065 | ) | — | 100 | % | ||||||||||||||
Other financial income (expense) | $ | (198 | ) | $ | 12 | (1,753 | )% | $ | (508 | ) | $ | (260 | ) | 95 | % | |||||||||
Total other income (expense), net | $ | (3,334 | ) | $ | (554 | ) | 502 | % | $ | (4,679 | ) | $ | (5,452 | ) | (14 | )% |
Interest expenses
Interest expenses increased by $152,$946, or 37%167%, from $410$566 for the three months ended SeptemberJune 30, 2020,2021, to $562$1,512 for the three months ended SeptemberJune 30, 2022, and by $2,428, or 228%, from $1,064 for the six months ended June 30, 2021, and $551, or 51%, from $1,076to $3,492 for the ninesix months ended SeptemberJune 30, 2020, to $1,627 for the nine months ended September 30, 2021.2022. Such increase is mainly driven by the new financial liabilities we entered into5% interests’ expenses and amortization of debt discounts related to support the expansion of2021 and 2022 Convertible notes, amounted to $810 and $2,194 during the mobilitythree and Live businesses.six months ended June 30, 2022, respectively.
FairChange in fair value adjustmentsof warrant liabilities
Fair value adjustment shows an increase of $7,385, increased by 1,131% from $653adjustments amounted to $441 and $1,386 for the three and six months ended SeptemberJune 30, 2020, to $8,038 for the three months ended September 31, 2021. The negative impact2022, is mainly driven by the events described below:
• In March 2021, we recorded a significant loss for an increase of the fair value of the 2020 Warrants Purchase Agreement, converted into common shares as of March 26, 2021.
• On September 21, 2021, I-bankers exercised on a cashless basis the 287,500 Private Warrants issued by GRNV, and we issued 165,289 Class A Common Shares. The exercise of the aforementioned warrants generated a loss amounted to $4,537 which represents the fair value adjustment of the warrants from August 12, 2021, (Business combination closing date) to September 21, 2021.
• $5,330 loss are related to the fair value adjustment for 2,100,000 GVAC Sponsor Private Warrants. The mentioned positive fair value adjustment is mainly driven by the decrease of the 2,100,000 GRNV Sponsor Private Warrantsmarket price.
Loss on extinguishment of debt
Loss on extinguishment of debt amounted to $2,065 for the period from August 12,three and six months ended June 30, 2022. The amount is related to the 2021 (Business combination closingConvertible debt amendment which has been considered as an extinguishment of the original 2021 Convertible Notes. On April 15, 2022 (amendment date) the net carrying value of the original 2021 Convertible Notes have been derecognized and the amended 2021 Convertible Notes have been recorded at their fair values on the date of the amendment. The difference between the two amounts, amounted to September 30, 2021.$2,065, has been recorded in the statements of operations as Loss on extinguishment of debt.
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund itsour operations and expand its business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure.
As of SeptemberJune 30, 2021,2022, our principal sources of liquidity were cash and cash equivalents of $7,943 thousands,$2,480, excluding restricted cash of $110 thousands.(included in Other Assets) and $193 (included in prepaid and other current assets). Cash and cash equivalents consisted of bank deposits in U.S. Dollar and Euro.
We collect the fees from riders using a third-party processing payment provider. In detail, we collect the fees between 2 to 5 days after the completion of the ride. We also collect charges and fees from partners for specific advertising or co-branding activities, within 30 days from the events. Additionally, Helbiz Live media operators pay Helbiz LiveMedia within 60 days for the international audiovisual rights.
During the last quarter of 2020, certain European countries, including Italy, have experienced a resurgence of COVID-19 cases and reimposed restrictions. These rules and impacts are ongoing and have continued into the first three months 2021. We continue to closely monitor the impact of the COVID-19 pandemic.
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We plan to continue to fund our operations and expansion plan, including the new business lines through debt and equity financing, for the next twelve months. As a result, we decided to take the following actions during July and the first half of August 2022:
- | In July 2022, we issued a note to an investor in exchange for 2 million Euro (approximately $2 million). The note carries 6.75% interest and mature in July 2027. The Company can redeem the note after December 15, 2023. |
- | In August 2022, we entered into a Securities Purchase Agreement (the “SPA”) with YA II, Ltd. (the “Note holder”). Pursuant to the terms of the SPA, we issued a convertible note in the principal amount of $3 million; we received proceeds for $3 million. The convertible note carries 5.00% interest and mature in August 2023. |
We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Indebtedness
The following table summarizes our indebtedness as of September 30, 2021:
As of September 30, 2021 | ||||
Current Financial Liabilities | $ | 6,989 | ||
Current portion of long-term financial Debts | 1,585 | |||
Other current financial liabilities | 74 | |||
Warrants | 5,330 | |||
Non-Current Financial Liabilities | 18,215 | |||
Promissory Notes | 88 | |||
Secured Long Term Loan | 12,838 | |||
Long-term Loans, net | 5,289 | |||
Total Financial Liabilities | $ | 25,204 |
Warrants, categorized as liability
As of September 30, 2021, the warrants categorized as liability are composed by the 2,100,000 GRNV Sponsor Private Warrants, which have identical terms of the Public Warrants (categorized as equity) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction.
Additionally, the GRNV Sponsor Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrants.
Financial debts, net
12.7% Secured Long Term Loan, net
On March 23, 2021, we entered into a $15,000 secured term loan facility with an institutional lender. The loan agreement has a maturity date of December 1, 2023, with a prepayment option for us after 12 months. At inception, we prepaid interests and an insurance premium for $2,783. As of September 30, 2021, we accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees, and the $436 and $890 in interest expenses respectively for the three and nine months ended on September 30, 2021, as Interest expenses, net.
8% Promissory note, issued in 2021
On June 18, 2021, and July 1, 2021, we entered into two unsecured promissory note agreements with a shareholder for cumulative proceeds of $5,000. On August 12, 2021, we consummated the business combination with GRNV and concurrently settled the $5,000 debt through the issuance of 500,000 GreenVision PIPE units. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
0% CEO Promissory notes – Related Party
During May and June 2021, our Chief Executive Office, lent us funds on an interest-free basis for cumulative gross proceeds of $2,010 through Promissory Notes. The loan notes are payable on the earlier of (i) the day of the completion of the business combination between us and GreenVision, (ii) August 19, 2021, or (iii) completion of a capital raise in either form of debt or equity of a minimum of $5,000.
On August 16, 2021, we repaid the principal of the 0% CEO Promissory Notes.
4.5% Long-term loan, net
On November 5, 2020, we obtained a loan for Euro 3,500 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of December 31, 2020, we accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees. As of September 30, 2021, we accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms; during the three and nine months ended September 30, 2021, no repayment of the principal has been made. As a result, the decrease of the net carrying value is mainly related to the change in the currency rate as of September 30, 2021, and December 31, 2020.
We recorded respectively $69 and $202 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
5.4% Long-term loan, net
On March 15, 2021, we obtained a loan for Euro 2,000 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. As of September 30, 2021, we accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms; during the three and nine months ended September 30, 2021 no repayment of the principal has been made.
We recorded respectively $102 and $50 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
2.75% Long-term loan, net – MiMoto financial liability
On May 31, 2018, MiMoto obtained a loan for Euro 450 from an Italian bank. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted to Euro 316, approximately $372. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
2.4% Long-term loan, net – MiMoto financial liability
On May 21, 2020, MiMoto entered in a loan agreement with an Italian bank, for Euro 400. The loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, we assumed the MiMoto financial liability amounted to Euro 400, approximately $472. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
3.5 % Long-term loan, net – MiMoto financial liability
On October 17, 2017, MiMoto obtained a loan for Euro 200 with an Italian bank, and the loan is guaranteed by the Italian Government via “Fondo Centrale di Garanzia per le PMI”. On April 1, 2021, as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted to Euro 65, approximately $76. No repayment of the principal has been made by us during the nine months ended September 30, 2021. The interest expenses recorded for the three and nine months ended on September 30, 2021, are immaterial.
8% Promissory Notes, issued in 2020
On March 4, 2020, and on April 3, 2020, we entered into two 8% unsecured promissory note agreements for cumulative proceeds of $400. We recorded respectively $1 and $17 in interest expenses for the three and nine months ended on September 30, 2021, as Interest expenses, net.
On August 26, 2021, we fully repaid the two 8% unsecured promissory notes.
Revolving Credit
In March 2018, we entered into an unsecured Senior Revolving Credit Agreement (the “Revolving Credit”). On March 24, 2021, we re-paid the Revolving Credit and the accumulated interests.
18% Promissory Notes
On May 25, 2020, we entered into two 18% promissory note agreements. The two promissory notes have a cumulative principal of $2,000. On March 24, 2021, we early re-paid the remaining outstanding balance, including accumulated interests.
As of September 30, 2021, we expected to make future annual principal repayments of the indebtedness set out above as follows:
Year ending December 31: | ||||||
Remainder of 2021 | $ | 280 | ||||
2022 | 1,940 | |||||
2023 | 16,941 | |||||
Thereafter | 2,716 | |||||
Total future repayments of principal | $ | 21,877 |
Cash Flows
The following table summarizes our cash flows activities:
September 30, 2021 | September 30, 2020 | June 30, 2022 | June 30, 2021 | |||||||||||||
Net cash used in operating activities | $ | (23,707 | ) | $ | (5,605 | ) | $ | (23,206 | ) | $ | (10,613 | ) | ||||
Net cash used in investing activities | (7,302 | ) | (3,120 | ) | (4,703 | ) | (7,208 | ) | ||||||||
Net cash provided by financing activities | 38,717 | 8,482 | 9,133 | 21,456 | ||||||||||||
Effect of exchange rate changes | (443 | ) | 20 | 306 | (39 | ) | ||||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | $ | 7,263 | $ | (26 | ) | $ | (18,470 | ) | $ | 3,596 |
Operating Activities
During the ninesix months ended SeptemberJune 30, 2021,2022, operating activities used $23,707$23,206 of cash, resulting from our net loss of $50,545,$39,137, partially offset by non-cash expenses for $24,006 and net changes in operating assets and liabilities for $410. Non-cash expenses are mainly related to: (i) equity-based compensation for $6,433, (ii) changes in fair value of financial instruments for $12,167,$7,554 and (iii) depreciation, amortization, and loss on disposal of assets for $5,406. In addition, other non-cash expenses including interest expenses not paid, for $1,032.$8,375.
Net changes in operating assets and liabilities consisted primarily in the increase in accounts payable for $3,935, the increase in accrued expenses and other current liabilities of $9,873,$2,263, and the decrease in prepaid assets for $2,617, partially offset by anthe increase in accounts receivable of $1,337.
Non-cash expenses are mainly related to: (i) equity-based compensation for $2,252, (ii) depreciation, amortization, and otherloss on disposal of assets for $2,777, (iii) non-cash interest expenses for $2,971, and (iv) loss on extinguishment of $8,969.debts for $2,065, partially offset by (v) changes in fair value of financial instruments for $1,386 and (vi) changes in fair value of accounts payable for $304.
Investing Activities
During the ninesix months ended SeptemberJune 30, 2021,2022, investing activities used $7,302$4,703 of cash. In detail,We paid approximately $3 million to vehicle manufacturers as deposits for e-bikes, e-scooters and e-mopeds. Those vehicles are expected to be delivered through all the year. Additionally, we used the $5,007 directlypaid a deposit of $1,000 for entering into a Letter of Intent with Wheels Labs, Inc., and we invested $0.1 million in our business expansion through the purchase of new electric vehicles to expand the operating fleet in several new cities and $1,987 invested in acquisition of new businesses to purchase MiMoto (net of cash acquired).licenses, categorized as intangible assets.
Financing Activities
During the ninesix months ended SeptemberJune 30, 2021,2022, financing activities provided $38,717$9,133 of cash. The netcash, mostly proceeds from issuance of financial liabilities generated a positive cash flowfor $10,628 mainly related to the issuance of $21,263,the 2022 Convertible Notes, partially offset by the repayment of existing financial liabilities for 4,758. Additionally, we settled the 2020 Subscription receivables which generated a positive cash flow$1,495.
Indebtedness
The following table summarizes our indebtedness as of $4,033 and issued Company’s shares of common stock, for sale for $922. Finally, the completion of the Business Combination with GRNV generated a positive cash flow of $20,281, partially offset by payments of offering costs and other commission related to the listing process for $3,024.June 30, 2022:
As of June 30, 2022 | ||||
Current Financial Liabilities and Capital leases | $ | 30,807 | ||
Current portion of financial Debts | 30,294 | |||
Of which related to Convertible debts | 25,419 | |||
Other current financial liabilities | 303 | |||
GVAC Sponsor Private Warrants | 210 | |||
Non-Current Financial Liabilities | 17,557 | |||
Secured Long Term Loan | 13,889 | |||
Long-term Loans, net | 3,668 | |||
Total Financial Liabilities, and Capital leases and liability Warrant | $ | 48,364 |
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Securities outstanding as of September 30, 2021
As of September 30, 2021, we had the following outstanding securities:
The merged entity did not have outstanding Preferred Stocks.
Public WarrantsEquity warrants
As of SeptemberJune 30, 2021,2022, the Company has the following outstanding warrants classified as equity component: 7,736,416 Public Warrants outstanding are 8,400,000and 1,500,000 Convertible Note Warrants. On April 15, 2022, the Company issued 500,000 Convertible Note Warrants to buy 500,000 Class A common shares with a strikean exercise price of $11.50$3.00 per share, at closing date and they became exercisablefive years as expiration date. Additionally, on August 12, 2021. On September 23, 2021,April 15, 2022 the PublicCompany amended the previously issued 1,000,000 Convertible Note Warrants became exercisable for cash by reducing the effectivenessexercise price from $20.00 to $3.00.
Common Stock
As of a registration statement coveringJune 30, 2022, the sharesCompany’s charter authorized the issuance of up to 285,774,102 of Class A common stock issuable upon exercise of the Public Warrants.
The Public Warrants will expire five 5 years from the consummation of a Business Combination or earlier upon redemption or liquidation.
We may call the warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:
If we call the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at a price below its exercise price. Additionally, in no event will we be required to net cash settle the warrants.$0.0001 par value per share, 14,225,898 of Class B common shares of common stock at $0.00001 par value per share and 100,000,000 shares of preferred stock at $0.00001 par value per share.
Lock-Up Agreement
Holders of shares of Class A Common Stock will be entitled to cast one vote per share and holders of shares of Class B Common Stock will be entitled to cast the lesser of (a) ten votes per share of Class B common stock or (b) such number of votes per share as shall equal the ratio necessary so that the votes of all outstanding shares of Class B Common Stock shall equal sixty percent (60%) of all shares of Class A Common Stock and shares of Class B Common Stock entitled to vote as of the applicable record date on each matter properly submitted to stockholders entitled to vote. On August 12, 2021, we entered in a seriesan aggregate of lock-up agreements with Helbiz Holdings shareholders that held at least 75,0001,600,000 shares of Helbiz Class B common stock of Helbiz Holdings or 347,590 shares of common stock of Helbiz Inc. Under those lock-up agreements, it was agreed that until (i) the first anniversary of the Closing of the Business Combination with respectissuable to the ourHelbiz CEO and Founder, Salvatore Palella, were deposited into a third-party escrow account to serve as Helbiz’s exclusive security for the Founder’s obligation to indemnify Helbiz under the Merger Agreement. The survival period for such indemnification is 12 months.
On April 15, 2022, Helbiz CEO and (ii) the six month anniversaryFounder, Salvatore Palella entered into a Pledge Agreement in favor of the Closing with respect to other Helbiz shareholders owningConvertible Note Holder (YA II, Ltd.). The agreement grants the Convertible Note Holder a first priority security interest and pledge in at least 75,000 shares, such Helbiz securityholders, directly or indirectly, will not: (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any$7,000,000 shares of our common stock, or any other of our securities convertible into or exercisable or exchangeable for any shares of such common stock whichClass B Common Stock that are owned asby the CEO of the Closing Date; (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any ofCompany as security for the economic benefits or risks of ownership ofCompany’s obligations under the Lockup Shares, whether any such transaction is to be settled by delivery of the Lockup Shares or other securities, in cash or otherwise; or (iii) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lockup Shares or any other of our securities, other than pursuant to the separate registration rights agreement between us2021 and the former Helbiz Holdings securityholders.2022 Convertible Notes SPAs.
Related Party Transactions
During May andthe six months ended June 2021,30, 2022, our majority shareholder and sole directorCEO has lent usHelbiz, funds on an interest-free basis for cumulative gross proceeds of $2,010$380 through two Promissory Notes.On August 16, 2021, we repaid the principal of the 0% CEO Promissory Notes.
Contractual Obligations and Commitments
WeLeases
The Company entered into various non-cancellable operating lease agreements for office facilities, Permit and brande-mopeds leases, corporate vehicles’ licensing, and corporate housing entered by the Company with lease periods expiring through 2023.2024. These agreements require the payment of certain operating expenses, such as non-refundable taxes, repairs and insurance and contain renewal and escalation clauses. Rent expense under these agreements is recognized on a straight-line basis.
Future annual minimum lease payments as of September 30, 2021, are as follows:
Year ending December 31: | Amount | |||||
Remainder of 2021 | $ | 1,418 | ||||
2022 | 1,520 | |||||
2023 | 508 | |||||
Thereafter | 34 | |||||
Total | $ | 3,479 |
Rent expense under operating leases was $663 and $1,782 for the three and nine months ended on September 30, 2021, and $339 and $877 for the three and nine months ended on September 30, 2020. The terms of the leases provide for rental payments on a monthly basis and sometimes on a graduated scale. We recognizeThe Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Lease expenses under operating leases were $746 and $1,484 for the three and six months ended on June 30, 2022, respectively; and $657 and $1,119 for the three and six months ended on June 30, 2021, respectively.
Helbiz Live
In August 2021 we launched Helbiz Live, our streaming media content offering, in conjunctionAdditionally, the Company entered into various non-cancellable capital lease agreements for 3,750 eScooters and R&D equipment with the beginningfinancial institution. The three agreements have a total present value of the 2021-2022 seasonobligations amounted to $2,792 of which $2,649 is related to the Italian Serie B soccer league.3,750 eScooters and $143 is related to the R&D equipment. The capital lease agreements for the 3,750 eScooters have a duration between 12 to 18 months while the R&D equipment agreement has a duration of 36 months. The eScooters/R&D equipment under the lease are collateral for the lease obligations and are included within property, plant and equipment on the condensed consolidated balance sheet as of June 30, 2022 (Refer to Note. 7 Property, equipment and deposits, net for further information).
In connection withLease expenses under capital leases were accounted as interest expenses for $83 and $112 for the launch of Helbiz Live, we will bear the following payments:three and six months ended on June 30, 2022, respectively.
Operating leases | Capital leases | ||||||||
Year ending December 31: | |||||||||
2022 | 895 | 2,193 | |||||||
2023 | 588 | 777 | |||||||
2024 | 124 | 60 | |||||||
Thereafter | 41 | 15 | |||||||
Total minimum lease payments | 1,648 | 3,045 | |||||||
Less: Amounts representing interest not yet incurred | 252 | ||||||||
Present value of capital lease obligations | 2,792 | ||||||||
Less: Current portion | 2,701 | ||||||||
Long-term portion of capital lease obligations | 91 |
Year ending December 31: | Amount | |||||
Remainder of 2021 | $ | 5,246 | ||||
2022 | 16,841 | |||||
2023 | 17,085 | |||||
Thereafter | 8,833 | |||||
Total | $ | 48,005 |
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Media rights – Purchase Commitments
During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. These agreements require the payment of certain fees and contain renewal and escalation clauses. The terms of the agreements provide for payments on a periodical basis and on a graduated scale. The Company recognizes expense on a straight-line basis over the agreement period and has accrued for expense incurred but not paid.
Future annual minimum payments related to Media rights’ agreements as of June 30, 2022, are as follows. All the agreements are in Euro, in order to calculate the future annual minimum payments, the Euro payments are exchanged in Dollar using the three months ended June 2022 average exchange rate.
Amount | ||||||
Year ending December 31: | ||||||
2022 | $ | 12,501 | ||||
2023 | 18,672 | |||||
2024 | 9,722 | |||||
Thereafter | — | |||||
Total | $ | 40,895 |
Content licensing expenses, recorded as Cost of Revenues, were $4,660 and $10,923 for the three and six months ended on June 30, 2022.
Miami FC – Sponsorship Commitments
The Company entered into an agreement with Miami FC for the sponsorship of four United Soccer League (“USL”) Championship Seasons. The agreement expires upon the conclusion of the Miami FC’s 2023 USL Championship season. The Company may terminate the agreement, with at least 180 days’ notice, if the Company ceases operations in the South Florida Market or if the United Soccer League Championship is terminated or reduces its schedule of games per season to 30 or less.
Future annual minimum sponsorship payments as of June 30, 2022, are as follows:
Amount | ||||||
Year ending December 31: | ||||||
2022 | $ | 525 | ||||
2023 | 650 | |||||
2024 | — | |||||
Thereafter | — | |||||
Total | $ | 1,175 |
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in greater detail in Note 2, “Summary of Significant Accounting Policies and Use of Estimates” to our consolidated financial statements as of December 31, 20202021 and in Note 2,3, “Summary of Significant Accounting Policies and Use of Estimates” to our condensed consolidated financial statements as of March 31, 2021June 30, 2022 included elsewhere in this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our condensed consolidated financial statements.
Property and Equipment
Property and equipment consist of equipment, computers and software, furniture and fixtures, and rental scooters. Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized.
The table below, shows the useful lives for the depreciation calculation using the straight-line method:
Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets.
Fair Value of Financial Instruments and Fair Value Measurements
We determine the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:
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Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.
Our financial instruments include cash and cash equivalents, warrants, convertible debts, equity compensation for employees, derivatives, promissory notes, accounts receivable and accounts payable. Management believes that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and short-term debts approximate the fair value due to the short-term nature of those instruments. Warrants and derivatives are classified as Level 3 in the fair value hierarchy as they are valued using significant unobservable inputs or data in inactive markets. We use a third-party valuation specialist to assist management in its determination of the fair value of its Level 3. These fair value measurements are highly sensitive to changes in these significant unobservable inputs and significant changes in these inputs would result in a significantly higher or lower fair value.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to use such extended transition period which means that when a standard is issued or revised and we have different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Off-Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
Recently IssuedRecent Accounting Pronouncements but Not Yet Adopted
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee
Refer to record a ROU assetNote 3. Summary of Significant Accounting Policies and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilitiesUse of Estimates included in Notes to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for us starting from January 1, 2022. We plan to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While we are currently reviewing our lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, we expect that our non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on our condensed consolidated balance sheets. We are currently assessing the impact of this accounting standard on our shared vehicles revenues.Condensed Consolidated Financial Statement.
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In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with ConversionAccounting Pronouncements Issued but Not Yet Adopted
Refer to Note 3. Summary of Significant Accounting Policies and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effectUse of potential share settlement beEstimates included in diluted earnings per share calculations. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”) which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuerNotes to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring after the effective date. Either the full or modified retrospective adoption method is allowed. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.Condensed Consolidated Financial Statement.
In October 2021, the FASB issued ASU No. 2021-8, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of SeptemberJune 30, 2021.2022. Based on such evaluation, due to thea material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weakness
Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our year-end Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:
· | We |
Notwithstanding the identified material weakness, management believes that the unaudited condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. There are currently no material legal proceedings against us or that have been against us, and we are not aware of investigations being conducted by a governmental entity into our company.
Item 1A. Risk Factors
None.As a Smaller Reporting Company, we are not required to provide this information.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.From July 1, 2022, to the date of this prospectus, we issued 9,694,902 shares of Class A common stock as conversion of 2021 Convertible Notes.
On August 1, 2022, we issued 383,509 shares of Class A common stock in exchange for services, primarily legal and marketing, provided by third-parties. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
On July 20, 2022, the Company’s majority shareholder and CEO converted $0.2 million of its Promissory Notes into 327,425 of Class A Common Shares, issued on August 1, 2022.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit | Incorporated by Reference | Filed/Furnished | |||||||||
No. | Description | Form | Exhibit | Filing Date | Herewith | ||||||
31.1* | Certification of Principal Executive Officer | X | |||||||||
31.2* | Certification of Principal | X | |||||||||
32.1** | Certification of Principal Executive Officer Pursuant to | X | |||||||||
32.2** | Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | ||||||||||
101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | |||||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | X | |||||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | |||||||||
101.LAB* | Inline XBRL Taxonomy Extension | X | |||||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | |||||||||
104* | X |
* | Filed herewith. |
** | Furnished herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Helbiz, Inc. | ||
Date: | By: | /s/ Salvatore Palella |
Name: | Salvatore Palella | |
Title: | Chief Executive Officer | |
Date: | By: | /s/ Giulio Profumo |
Name: | Giulio Profumo | |
Title: | Chief Financial Officer | |
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