Restatement of Previously Issued Quarterly Financial Statements | Restatement of Previously Issued Quarterly Financial Statements Background of Restatement The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 with the SEC on February 28, 2022 (the “Original Form 10-K”). The Amendment No. 1 on Form 10-K ("Form 10-K/A") restated the Company's previously issued consolidated financial statements and financial information as of and for the fiscal year ended December 31, 2021, as well as provided restated interim financial information as of September 30, 2021 and for the three and nine months then ended (collectively, the "Affected Periods"), contained in the Original Form 10-K and the Company’s Form 10-Q for the quarterly period ended September 30, 2021 (the “Form 10-Q”). Subsequent to the filing of the Original Form 10-K, an error was identified related to the accounting of losses ceded under the Quota Share Reinsurance Agreement (the “Reinsurance Agreement”) with DARAG Bermuda LTD (“DARAG”), under which DARAG reinsured a legacy portfolio of auto insurance policies. This agreement was entered into on April 22, 2021. Under the terms of the Reinsurance Agreement, the Company’s wholly-owned subsidiary, Pacific Valley Insurance Company, Inc. (“PVIC”), ceded to DARAG approximately $251.3 million of certain legacy insurance liabilities for policies underwritten during the period of October 1, 2018 to October 1, 2020, with an aggregate limit of $434.5 million, for a premium of $271.5 million (the “Reinsurance Transaction”). The Reinsurance Agreement is on a funds withheld basis, meaning that the premium was withheld by PVIC to fund future reinsurance claims on DARAG’s behalf. In addition to the funds withheld balance of $271.5 million, coverage of certain legacy insurance liabilities is collateralized by a trust account established by DARAG for the benefit of PVIC, which was $75.0 million upon consummation. The Company applied retroactive insurance accounting in accordance with Accounting Standards Codification (“ASC”) 720-20, “Insurance Costs”, which requires the deferral of any gains (excess benefits) retrospectively calculated as the excess of expected recoveries over the premium (the funds withheld payable) less a cumulative retrospectively calculated amortization adjustment. During the Affected Periods and as accounted for in the financial statements included in the Form 10-Q and the Original Form 10-K, the Company included collateral provided by DARAG as a component of the premium in calculating the excess benefits. Subsequent to the filing of the Original Form 10-K, the Company determined that the collateral balance should not be included in this calculation. Therefore, losses ceded under the Reinsurance Agreement that exceeded the funds withheld liability balance of $271.5 million should have resulted in the recognition of a deferred gain liability. The deferral of gains had a negative impact in the respective period to cost of revenue as the losses on direct liabilities were not offset by gains from excess benefits under the Reinsurance Agreement. The amortization of these deferred gains provided a benefit to cost of revenue over multiple periods equal to the excess benefits received. On April 28, 2022, the audit committee of the Company's board of directors concluded, after discussion with the Company’s management, that the previously issued financial statements for the Affected Periods should no longer be relied upon due to this error and required restatement. The Form 10-K/A reflected the changes discussed above for the Affected Periods and restated the Company’s consolidated financial statements as of and for the year ended December 31, 2021, as well as provided restated unaudited financial information as of September 30, 2021 and for the three and nine months then ended. Effects of Restatement on September 30, 2021 Interim Financial Statements As a result of the factors described above, the Company included in the Form 10-K/A the restated financial information as of September 30, 2021, and for the three and nine months then ended to restate the following items: • understatement of cost of revenue, loss from operations, loss before income taxes and net loss by $28.2 million for the three and nine months ended September 30, 2021, and the related impacts on net loss per share • understatement of liabilities and accumulated deficit by $28.2 million as of September 30, 2021. The table below sets forth the condensed consolidated balance sheets, including the balances originally reported in the financial statements included in the Company’s quarterly financial statements and the restated balances as of September 30, 2021 (in thousands, except share and per share data): September 30, 2021 As Previously Reported Adjustments As Restated Assets Current assets Cash and cash equivalents $ 728,382 $ — $ 728,382 Short-term investments 1,653,899 — 1,653,899 Prepaid expenses and other current assets 510,971 — 510,971 Total current assets 2,893,252 — 2,893,252 Restricted cash and cash equivalents 143,846 — 143,846 Restricted investments 898,415 — 898,415 Other investments 75,260 — 75,260 Property and equipment, net 322,487 — 322,487 Operating lease right of use assets 235,219 — 235,219 Intangible assets, net 54,852 — 54,852 Goodwill 180,516 — 180,516 Other assets 20,421 — 20,421 Total assets $ 4,824,268 $ — $ 4,824,268 Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity Current liabilities Accounts payable $ 127,431 $ — $ 127,431 Insurance reserves 1,011,153 — 1,011,153 Accrued and other current liabilities 1,206,521 28,175 1,234,696 Operating lease liabilities — current 54,773 — 54,773 Total current liabilities 2,399,878 28,175 2,428,053 Operating lease liabilities 223,035 — 223,035 Long-term debt, net of current portion 662,457 — 662,457 Other liabilities 54,824 — 54,824 Total liabilities 3,340,194 28,175 3,368,369 Commitments and contingencies (Note 8) Stockholders’ equity Preferred stock, $0.00001 par value; 1,000,000,000 shares authorized as of September 30, 2021; no shares issued and outstanding as of September 30, 2021 — — — Common stock, $0.00001 par value; 18,000,000,000 Class A shares authorized as of September 30, 2021; 332,117,153 Class A shares issued and outstanding as of September 30, 2021; 100,000,000 Class B shares authorized as of September 30, 2021; 8,602,629 Class B shares issued and outstanding, as of September 30, 2021 3 — 3 Additional paid-in capital 9,538,400 — 9,538,400 Accumulated other comprehensive income (loss) (3,105) — (3,105) Accumulated deficit (8,051,224) (28,175) (8,079,399) Total stockholders’ equity 1,484,074 (28,175) 1,455,899 Total liabilities, redeemable convertible preferred stock and stockholders’ equity $ 4,824,268 $ — $ 4,824,268 The table below sets forth the condensed consolidated statements of operations, including the amounts originally reported in the Company’s quarterly financial statements and the restated amounts for the three and nine months ended September 30, 2021 (in thousands, except per share data): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue $ 864,405 $ — $ 864,405 $ 2,238,390 $ — $ 2,238,390 Costs and expenses Cost of revenue 364,032 28,175 392,207 1,122,961 28,175 1,151,136 Operations and support 109,679 — 109,679 292,375 — 292,375 Research and development 226,693 — 226,693 716,950 — 716,950 Sales and marketing 108,955 — 108,955 287,502 — 287,502 General and administrative 231,907 — 231,907 652,023 — 652,023 Total costs and expenses 1,041,266 28,175 1,069,441 3,071,811 28,175 3,099,986 Loss from operations (176,861) (28,175) (205,036) (833,421) (28,175) (861,596) Interest expense (13,093) — (13,093) (38,510) — (38,510) Other income, net 125,042 — 125,042 130,388 — 130,388 Loss before income taxes (64,912) (28,175) (93,087) (741,543) (28,175) (769,718) Provision for (benefit from) income taxes 6,627 — 6,627 9,253 — 9,253 Net loss $ (71,539) $ (28,175) $ (99,714) $ (750,796) $ (28,175) $ (778,971) Net loss per share, basic and diluted $ (0.21) $ (0.09) $ (0.30) $ (2.26) $ (0.09) $ (2.35) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 337,753 337,753 332,049 332,049 The table below sets forth the condensed consolidated statements of comprehensive loss, including the amounts originally reported in the Company’s quarterly financial statements and the restated amounts for the three and nine months ended September 30, 2021 (in thousands): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net loss $ (71,539) $ (28,175) $ (99,714) $ (750,796) $ (28,175) $ (778,971) Other comprehensive (loss) income — — Foreign currency translation adjustment (1,407) — (1,407) (2,492) — (2,492) Unrealized gain (loss) on marketable securities, net of taxes (89) — (89) (140) — (140) Other comprehensive (loss) income (1,496) — (1,496) (2,632) — (2,632) Comprehensive loss $ (73,035) $ (28,175) $ (101,210) $ (753,428) $ (28,175) $ (781,603) The table below sets forth the condensed consolidated statements of cash flows, including the amounts originally reported in the Company’s quarterly financial statements and the restated amounts for the nine months ended September 30, 2021 (in thousands): Nine Months Ended September 30, 2021 As Previously Reported Adjustments As Restated Cash flows from operating activities Net loss $ (750,796) $ (28,175) $ (778,971) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 106,065 — 106,065 Stock-based compensation 563,675 — 563,675 Amortization of premium on marketable securities 3,287 — 3,287 Accretion of discount on marketable securities (918) — (918) Amortization of debt discount and issuance costs 26,317 — 26,317 Deferred income tax from convertible senior notes — — — (Gain) loss on sale and disposal of assets, net (4,358) — (4,358) Gain on divestiture (119,284) — (119,284) Other 2,901 — 2,901 Changes in operating assets and liabilities, net effects of acquisition Prepaid expenses and other assets (174,488) — (174,488) Operating lease right-of-use assets 48,044 — 48,044 Accounts payable 44,447 — 44,447 Insurance reserves 24,089 — 24,089 Accrued and other liabilities 190,057 28,175 218,232 Lease liabilities (34,540) — (34,540) Net cash used in operating activities (75,502) — (75,502) Cash flows from investing activities Purchases of marketable securities (2,524,957) — (2,524,957) Purchase of non-marketable security — — — Purchases of term deposits (441,506) — (441,506) Proceeds from sales of marketable securities 353,407 — 353,407 Proceeds from maturities of marketable securities 2,483,774 — 2,483,774 Proceeds from maturities of term deposits 607,506 — 607,506 Purchases of property and equipment and scooter fleet (56,676) — (56,676) Cash paid for acquisitions, net of cash acquired 3 — 3 Sales of property and equipment 30,493 — 30,493 Proceeds from divestiture 122,688 — 122,688 Other (2,000) — (2,000) Net cash provided by investing activities 572,732 — 572,732 Cash flows from financing activities Repayment of loans (33,982) — (33,982) Proceeds from issuance of convertible senior notes — — — Payment of debt issuance costs — — — Purchase of capped call — — — Proceeds from exercise of stock options and other common stock issuances 21,362 — 21,362 Taxes paid related to net share settlement of equity awards (21,854) — (21,854) Principal payments on finance lease obligations (28,661) — (28,661) Other (3) — (3) Net cash provided by (used in) financing activities (63,138) — (63,138) Effect of foreign exchange on cash, cash equivalents and restricted cash and cash equivalents (141) — (141) Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents 433,951 — 433,951 Cash, cash equivalents and restricted cash and cash equivalents Beginning of period 438,485 — 438,485 End of period $ 872,436 $ — $ 872,436 Nine Months Ended September 30, 2021 As Previously Reported Adjustments As Restated Reconciliation of cash, cash equivalents and restricted cash and cash equivalents to the consolidated balance sheets Cash and cash equivalents $ 728,382 $ — $ 728,382 Restricted cash and cash equivalents 143,846 — 143,846 Restricted cash, included in prepaid expenses and other current assets 208 — 208 Total cash, cash equivalents and restricted cash and cash equivalents $ 872,436 $ — $ 872,436 Non-cash investing and financing activities Financed vehicles acquired, net of principal payments (1) $ 39,846 $ — $ 39,846 Purchases of property and equipment, and scooter fleet not yet settled (1) 20,413 — 20,413 Right-of-use assets acquired under finance leases 25,524 — 25,524 Right-of-use assets acquired under operating leases 5,800 — 5,800 Remeasurement of finance and operating lease right of use assets for lease modification 384 — 384 Settlement of pre-existing right-of-use assets under operating leases in connection with acquisition of Flexdrive — — — Settlement of pre-existing lease liabilities under operating leases in connection with acquisition of Flexdrive — — — _______________ (1) Previously disclosed amounts were reclassified to conform with the current year presentation. Refer to Note 1 "Description of Business and Basis of Presentation" to the condensed consolidated financial statements for more information. |