Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 15, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-04321 | ||
Entity Registrant Name | Bird Global, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-3723155 | ||
Entity Address, Address Line One | 392 NE 191st Street #20388 | ||
Entity Address, City or Town | Miami | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33179 | ||
City Area Code | 866 | ||
Local Phone Number | 205-2442 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2022 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2021, are incorporated herein by reference in Part III. | ||
Entity Central Index Key | 0001861449 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock, par value $0.0001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | BRDS | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 240,597,822 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock | ||
Trading Symbol | BRDS WS | ||
Security Exchange Name | NYSE | ||
Common Class X | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,534,930 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | ||
Current assets: | ||||
Cash and cash equivalents | $ 128,556 | $ 43,158 | ||
Restricted cash and cash equivalents—current | 30,142 | 9,609 | ||
Accounts receivable, net | 8,397 | 2,857 | ||
Inventory | 28,242 | 5,256 | ||
Prepaid expenses and other current assets | 33,778 | 8,254 | ||
Total current assets | 229,115 | 69,134 | ||
Restricted cash and cash equivalents—non current | 1,203 | 1,000 | ||
Property and equipment, net | 1,526 | 4,152 | ||
Vehicle deposits | 117,071 | 13,290 | ||
Vehicles, net | 118,949 | 81,105 | ||
Goodwill | 121,169 | 131,255 | ||
Other assets | 8,228 | 3,944 | ||
Total assets | 597,261 | 303,880 | ||
Current liabilities: | ||||
Accounts payable | 5,002 | 12,212 | ||
Accrued expenses | 31,428 | 20,004 | ||
Deferred revenue | 43,345 | 42,900 | ||
Notes payable—current | 49,094 | 29,280 | ||
Other current liabilities | 5,089 | 5,078 | ||
Total current liabilities | 133,958 | 109,474 | ||
Derivative liabilities | 136,196 | 450 | ||
Other liabilities | 6,282 | 9,722 | ||
Total liabilities | 276,436 | 119,646 | ||
Commitments and contingencies | ||||
Redeemable Convertible Preferred Stock | ||||
Redeemable convertible preferred stock, $0.000001 par value, 152,353,768 shares authorized and 135,225,157 shares issued and outstanding as of December 31, 2020 | [1] | 0 | 1,044,282 | |
Stockholders' Equity (Deficit) | ||||
Founders convertible preferred stock, $0.000001 par value, 6,591,055 shares authorized and 3,993,432 shares issued and outstanding as of December 31, 2020 | [1] | 0 | 0 | |
Class A common stock, $0.0001 par value, 1,000,000,000 authorized and 238,089,017 shares issued and outstanding as of December 31, 2021, Class X common stock, $0.0001 par value, 50,000,000 shares authorized and 34,534,930 shares issued and outstanding as of December 31, 2021, and common stock, $0.000001 par value, 241,883,501 shares authorized and 47,713,169 shares issued and outstanding as of December 31, 2020 | [1] | 27 | 0 | |
Additional paid-in capital | 1,475,300 | 92,654 | ||
Accumulated other comprehensive income | 7,538 | 13,005 | ||
Accumulated deficit | (1,162,040) | (965,707) | ||
Total stockholders’ equity (deficit) | 320,825 | (860,048) | [2] | |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 597,261 | $ 303,880 | ||
[1] | Shares of preferred stock and common stock have been retroactively restated to give effect to the Business Combination | |||
[2] | Shares of Redeemable Convertible Preferred Stock, Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, Founders Convertible Preferred Stock, and common stock have been retroactively restated to give effect to the Business Combination. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2020$ / sharesshares |
Temporary equity, par or stated value per share (in dollars per share) | $ / shares | $ 0.000001 |
Temporary equity, shares authorized (shares) | 152,353,768 |
Temporary equity, shares issued (shares) | 135,225,157 |
Temporary equity, shares outstanding (shares) | 135,225,157 |
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.000001 |
Preferred stock, shares authorized (in shares) | 6,591,055 |
Preferred stock, shares outstanding (shares) | 3,993,432 |
Preferred stock, shares issued (shares) | 3,993,432 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 |
Common stock, shares authorized (shares) | 241,883,501 |
Common stock, shares issued (shares) | 47,713,169 |
Common stock, shares outstanding (shares) | 47,713,169 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues: | ||||
Total revenues | $ 205,142 | $ 94,601 | $ 150,524 | |
Depreciation on sharing vehicles | 47,335 | 23,791 | 112,234 | |
Gross margin | 39,406 | (23,534) | (135,675) | |
Other operating expenses: | ||||
General and administrative | 209,998 | 152,910 | 192,063 | |
Selling and marketing | 17,906 | 18,404 | 16,656 | |
Research and development | 31,426 | 34,376 | 40,836 | |
Tariff reimbursement | 0 | (24,986) | 0 | |
Total operating expenses | 259,330 | 180,704 | 249,555 | |
Loss from operations | (219,924) | (204,238) | (385,230) | |
Interest expense, net | (6,073) | (6,562) | (4,955) | |
Other income, net | 29,873 | 2,634 | 2,979 | |
Loss before income taxes | (196,124) | (208,166) | (387,206) | |
Provision for income taxes | 209 | 64 | 276 | |
Net loss | $ (196,333) | $ (208,230) | $ (387,482) | |
Net loss per share attributable to common stockholders, basic (dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
Net loss per share attributable to common stockholders, diluted (dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Sharing | ||||
Revenues: | ||||
Total revenues | $ 187,327 | $ 79,941 | $ 140,448 | |
Cost of revenue | 101,061 | 71,628 | 153,646 | |
Product sales | ||||
Revenues: | ||||
Total revenues | 17,815 | 14,660 | 10,076 | |
Cost of revenue | $ 17,340 | $ 22,716 | $ 20,319 | |
[1] | Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (196,333) | $ (208,230) | $ (387,482) |
Other comprehensive (loss) income, net of tax: | |||
Change in currency translation adjustment | (5,467) | 13,675 | (583) |
Other comprehensive (loss) income, net of tax | (5,467) | 13,675 | (583) |
Total comprehensive loss, net of tax | $ (201,800) | $ (194,555) | $ (388,065) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit - USD ($) $ in Thousands | Total | Conversion Of Redeemable Convertible Preferred Stock To Common Stock | Common Stock Exchanged For Redeemable Convertible Prime and Exchanged Common Stock | Conversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders Convertible Preferred Stock to Common Stock | Previously Reported | [1] | Revision of Prior Period, Adjustment | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockPreviously Reported | [1] | Redeemable Convertible Preferred StockRevision of Prior Period, Adjustment | Series C-1 Preferred Stock | Series D Preferred Stock | Series D-1 Preferred Stock | Series D and D-1 Redeemable Convertible Preferred Stock | Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock | Redeemable Convertible Senior Preferred Stock | Founders Convertible Preferred Stock | Founders Convertible Preferred StockPreviously Reported | [1] | Founders Convertible Preferred StockRevision of Prior Period, Adjustment | Common Stock | Common StockConversion Of Redeemable Convertible Preferred Stock To Common Stock | Common StockCommon Stock Exchanged For Redeemable Convertible Prime and Exchanged Common Stock | Common StockConversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders Convertible Preferred Stock to Common Stock | Common StockPreviously Reported | [1] | Common StockRevision of Prior Period, Adjustment | Additional Paid-In Capital | Additional Paid-In CapitalConversion Of Redeemable Convertible Preferred Stock To Common Stock | Additional Paid-In CapitalCommon Stock Exchanged For Redeemable Convertible Prime and Exchanged Common Stock | Additional Paid-In CapitalConversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders Convertible Preferred Stock to Common Stock | Additional Paid-In CapitalPreviously Reported | [1] | Additional Paid-In CapitalRevision of Prior Period, Adjustment | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) IncomePreviously Reported | [1] | Accumulated Other Comprehensive (Loss) IncomeRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | [1] | Accumulated DeficitRevision of Prior Period, Adjustment | ||||
Beginning balance (shares) at Dec. 31, 2018 | 99,255,305 | 112,844,442 | (13,589,137) | 0 | [1] | 0 | [1] | ||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 522,357 | $ 522,357 | $ 0 | $ 0 | [1] | $ 0 | [1] | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock (shares) | 4,535,550 | 14,409,859 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 60,510 | $ 211,433 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock for acquisition (shares) | 563,158 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock for acquisition | $ 8,271 | ||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | $ 802,571 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Ending balance (shares) at Dec. 31, 2019 | 118,763,872 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Shares outstanding, beginning balance (shares) at Dec. 31, 2018 | 3,993,432 | 4,540,177 | (546,745) | 14,403,168 | 16,375,119 | (1,971,951) | |||||||||||||||||||||||||||||||||||||||||
Stockholders' equity beginning balance at Dec. 31, 2018 | $ (316,492) | $ (316,492) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 53,590 | $ 53,590 | $ 0 | $ (87) | $ (87) | $ 0 | $ (369,995) | $ (369,995) | $ 0 | |||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | (387,482) | (387,482) | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common stock to Board of Directors (shares) | 6,302,818 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock to Board of Directors | 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (shares) | 2,105,336 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | 1,219 | $ 0 | 1,219 | ||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock (shares) | 7,807,303 | ||||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 30,738 | 30,738 | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (583) | (583) | |||||||||||||||||||||||||||||||||||||||||||||
Shares outstanding, ending balance (shares) at Dec. 31, 2019 | 3,993,432 | 30,618,625 | |||||||||||||||||||||||||||||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2019 | $ (672,600) | $ 0 | $ 0 | 85,547 | (670) | (757,477) | |||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock (shares) | 3,524,037 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 51,711 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock for acquisition (shares) | 12,937,248 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock for acquisition | $ 190,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | [1] | $ 1,044,282 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||
Ending balance (shares) at Dec. 31, 2020 | 135,225,157 | 135,225,157 | [1] | 0 | [1] | 0 | [1] | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | $ (208,230) | (208,230) | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common stock to Board of Directors (shares) | 4,201,879 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock to Board of Directors | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (shares) | 4,851,991 | 5,085,362 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | $ 933 | $ 0 | 933 | ||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock (shares) | 7,807,303 | ||||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 6,174 | 6,174 | |||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | 13,675 | 13,675 | |||||||||||||||||||||||||||||||||||||||||||||
Shares outstanding, ending balance (shares) at Dec. 31, 2020 | [1] | 3,993,432 | 47,713,169 | ||||||||||||||||||||||||||||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2020 | [1] | (860,048) | $ 0 | $ 0 | 92,654 | 13,005 | (965,707) | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock to Common Stock (shares) | (135,225,157) | (135,225,157) | (45,397,329) | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock to Common Stock | $ (1,044,282) | $ (1,044,282) | $ (255,863) | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock and Issuance of Redeemable Convertible Senior Preferred Stock, net of issuance costs, and accrual of paid-in-kind dividends (shares) | 135,225,157 | 45,397,329 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Senior Preferred Stock, net of issuance costs, and accrual of paid-in kind dividends | $ 1,044,282 | $ 255,863 | |||||||||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||
Ending balance (shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | $ (196,333) | (196,333) | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (shares) | 2,356,045 | 3,958,163 | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | $ 423 | $ 0 | 423 | ||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock (shares) | 4,032,188 | ||||||||||||||||||||||||||||||||||||||||||||||
Vesting of Common Stock | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 86,631 | 86,631 | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock to Common Stock (shares) | (3,993,432) | 135,225,157 | 184,615,918 | ||||||||||||||||||||||||||||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock to Common Stock | $ 1,044,282 | $ 1,300,145 | $ 0 | $ 24 | $ 1,044,282 | $ 1,300,121 | |||||||||||||||||||||||||||||||||||||||||
Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock (shares) | (135,225,157) | ||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock | $ (1,044,282) | $ 0 | $ (1,044,282) | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of Redeemable Convertible Senior Preferred Stock, net of issuance costs, and accrual of paid-in kind dividends | (15,540) | (15,540) | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities (shares) | 32,304,509 | ||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Common Stock through Business Combination and PIPE financing, net of transaction costs and derivative liabilities | 11,014 | $ 3 | 11,011 | ||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment | (5,467) | (5,467) | |||||||||||||||||||||||||||||||||||||||||||||
Shares outstanding, ending balance (shares) at Dec. 31, 2021 | 0 | 272,623,947 | |||||||||||||||||||||||||||||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2021 | $ 320,825 | $ 0 | $ 27 | $ 1,475,300 | $ 7,538 | $ (1,162,040) | |||||||||||||||||||||||||||||||||||||||||
[1] | Shares of Redeemable Convertible Preferred Stock, Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, Founders Convertible Preferred Stock, and common stock have been retroactively restated to give effect to the Business Combination. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (196,333) | $ (208,230) | $ (387,482) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Expensed transaction costs and mark-to-market adjustments of derivative liabilities | (37,811) | 0 | 0 |
Depreciation and amortization | 51,592 | 32,495 | 116,953 |
Non-cash vehicle expenses | 7,233 | 11,998 | 18,082 |
Share-based compensation expense | 86,631 | 6,174 | 30,738 |
Debt discount accretion | 1,695 | 2,635 | 1,296 |
Bad debt expense | 2,766 | 463 | 2,135 |
Loss on extinguishment of debt | 2,304 | 0 | 1,514 |
Loss on disposal of property and equipment | 156 | 3,407 | 0 |
Other | 392 | (300) | (614) |
Changes in assets and liabilities, net of impact of business acquisitions and disposals: | |||
Accounts receivable | (8,372) | (662) | (4,553) |
Inventory | (9,331) | (901) | (4,361) |
Prepaid expenses and other current assets | (24,176) | 7,095 | (6,580) |
Other assets | 200 | (162) | 145 |
Accounts payable | (7,485) | (15,096) | (15,514) |
Deferred revenue | 16 | 6,203 | 30,341 |
Accrued expenses and other current liabilities | 2,335 | 6,454 | 2,994 |
Other liabilities | (3,439) | (1,724) | 5,529 |
Net cash used in operating activities | (131,627) | (150,151) | (209,377) |
Cash flows from investing activities | |||
Purchases of property and equipment | (846) | (500) | (7,179) |
Purchases of vehicles | (214,852) | (11,862) | (101,381) |
Net cash acquired (used) in acquisitions | 0 | 68,664 | (171) |
Net cash (used in) provided by investing activities | (215,698) | 56,302 | (108,731) |
Cash flows from financing activities | |||
Proceeds from Business Combination and PIPE financing | 249,610 | 0 | 0 |
Transaction costs paid in connection with Business Combination and PIPE financing | (25,946) | 0 | 0 |
Proceeds from issuance of debt, net of issuance costs | 52,680 | 0 | 69,787 |
Proceeds from issuance of redeemable convertible senior preferred stock and derivatives, net of issuance costs | 207,814 | 51,711 | 271,943 |
Proceeds from issuance of common stock | 423 | 933 | 1,219 |
Payment for settlement of warrants | (600) | (2,002) | (3,000) |
Payment for settlement of debt | (40,610) | (18,776) | (21,337) |
Net cash provided by financing activities | 443,371 | 31,866 | 318,612 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 10,088 | (3,590) | (1,049) |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | 106,134 | (65,573) | (545) |
Beginning of period | 53,767 | 119,340 | 119,885 |
End of period | 159,901 | 53,767 | 119,340 |
Cash and cash equivalents | 128,556 | 43,158 | 109,160 |
Restricted cash and cash equivalents | 31,345 | 10,609 | 10,180 |
Total cash and cash equivalents and restricted cash and cash equivalents | 159,901 | 53,767 | 119,340 |
Non-cash activities: | |||
Conversion of redeemable convertible preferred stock to common stock in connection with the Business Combination | 1,300,121 | ||
Transaction costs not yet paid | 6,563 | 0 | 0 |
Fair value of net asset acquired in non cash acquisition | 0 | 190,000 | 0 |
Conversion of convertible debt to redeemable convertible preferred stock in acquisition | 0 | 0 | 8,271 |
Supplemental disclosures of cash flow information | |||
Interest | 695 | 4,278 | 3,271 |
Income taxes | $ 263 | $ 214 | $ 916 |
Consolidated Statement of Ope_2
Consolidated Statement of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation expense | $ 86,631 | $ 6,174 | |
General and administrative | |||
Share-based compensation expense | 78,735 | 4,372 | $ 28,800 |
Selling and marketing | |||
Share-based compensation expense | 2,714 | 895 | 800 |
Research and development | |||
Share-based compensation expense | $ 5,182 | $ 892 | $ 1,200 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Bird Global, Inc. (“Bird Global” and, together with its subsidiaries, “Bird” or the “Company”) was incorporated in Delaware on May 4, 2021 as a wholly owned subsidiary of Bird Rides, Inc. (“Bird Rides”). Bird Global was formed for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated May 11, 2021 (as amended, the “Business Combination Agreement”), by and among Switchback II Corporation (“Switchback”), Maverick Merger Sub Inc., a direct and wholly owned subsidiary of Switchback (“Merger Sub”), Bird Rides, and Bird Global. Bird is a micromobility company engaged in delivering electric transportation solutions for short distances. The Company partners with cities to bring lightweight, electric vehicles to residents and visitors in an effort to replace car trips by providing an alternative sustainable transportation option. Bird’s offerings include its core vehicle-sharing business and operations (“Sharing”), and sales of Bird-designed vehicles for personal use (“Product Sales”). Business Combination On November 3, 2021, as contemplated by the Business Combination Agreement, Switchback reincorporated to the State of Delaware by merging with and into Bird Global, with Bird Global surviving and becoming the sole owner of Merger Sub (such merger, the “Domestication Merger”). At the effective time of the Domestication Merger, by virtue of the Domestication Merger: (a) each then-outstanding share of common stock of Bird Global was redeemed for par value; (b) each then-outstanding Class A ordinary share of Switchback was cancelled and converted, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of Bird Global (the “Class A Common Stock”); (c) each then-outstanding Class B ordinary share of Switchback was cancelled and converted, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, Bird Global (the “Class B Common Stock”) (with such shares of Class B Common Stock thereafter converting, on a one-for-one basis, into a share of Class A Common Stock in connection with the Acquisition Merger (as defined below)); (d) each then-outstanding warrant of Switchback was assumed and converted automatically into a warrant to purchase one share of Class A Common Stock (the “Warrants”), pursuant to that certain warrant agreement by and between Switchback and Continental Stock Transfer & Trust Company; and (e) each then-outstanding unit of Switchback, each consisting of one Class A ordinary share and one-fifth of one warrant of Switchback, was canceled and converted into a unit of Bird Global, each consisting of one share of Class A Common Stock and one-fifth of one Warrant. On November 4, 2021, as contemplated by the Business Combination Agreement, Merger Sub merged with and into Bird Rides (the “Acquisition Merger”), with Bird Rides surviving the Acquisition Merger as a wholly owned subsidiary of Bird Global. Substantially concurrently with the consummation of the Acquisition Merger, certain investors purchased an aggregate of 16,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share pursuant to subscription agreements. On November 4, 2021, as contemplated by the Business Combination Agreement, immediately prior to the effective time of the Acquisition Merger, each then-outstanding share of preferred stock of Bird converted automatically into a number of shares of common stock, par value $0.000001 per share, of Bird Rides at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird Rides (the “Conversion”). At the effective time of the Acquisition Merger, pursuant to the Acquisition Merger: (a) each then-outstanding share of common stock of Bird Rides, including shares of common stock resulting from the Conversion, but excluding then-outstanding shares of restricted stock of Bird Rides, were canceled and automatically converted into the right to receive (i) (A) with respect to Travis VanderZanden, the number of shares of Class X common stock, par value $0.0001 per share, of Bird Global (“Class X Common Stock”) and (B) with respect to any other persons who held common stock of Bird Rides, the number of shares of Class A Common Stock, in each case, equal to the applicable exchange ratio (determined in accordance with the Business Combination Agreement) (the “Exchange Ratio”) and (ii) the contingent right to receive certain Earnout Shares (as defined below); (b) each then-outstanding and unexercised warrant of Bird Rides was automatically assumed and converted into a Warrant based on the Exchange Ratio and at an adjusted exercise price per share (determined in accordance with the Business Combination Agreement); (c) each then-outstanding and unexercised option of Bird Rides was converted into (i) an option exercisable for shares of Class A Common Stock based on the Exchange Ratio and (ii) the contingent right to receive certain Earnout Shares; (d) each then-outstanding award of restricted stock of Bird Rides was converted into (i) an award covering shares of Class A Common Stock based on the Exchange Ratio and (ii) the contingent right to receive certain Earnout Shares; and (e) each then-outstanding award of restricted stock units (“RSUs”) of Bird Rides was converted into (i) an award covering shares of Class A Common Stock based on the Exchange Ratio and (ii) the contingent right to receive certain Earnout Shares. At the effective time of the Acquisition Merger and in connection with the Acquisition Merger, each outstanding share of Class B Common Stock was converted, on a one-for-one basis, into a share of Class A Common Stock and each unit of Bird Global separated into one share of Class A Common Stock and one-fifth of one Warrant. The Business Combination was accounted for as a recapitalization with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States (“GAAP”) and the Securities and Exchange Commission (“SEC”) Financial Reporting Manual. Under this method of accounting, Switchback was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Bird issuing stock for the net assets of Switchback, accompanied by a recapitalization. The net assets of Switchback were stated at historical cost, with no goodwill or other intangible assets recorded. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bird Global and its wholly owned subsidiaries and have been prepared in accordance with GAAP and pursuant to the accounting disclosure rules and regulations of the SEC regarding financial reporting. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts from prior periods have been reclassified to conform to the current period’s presentation. None of these reclassifications had a material impact on our consolidated financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management evaluates estimates that are subject to significant judgment, including, but are not limited to, those related to useful lives associated with vehicles, impairment of other long-lived assets, impairment of goodwill, assumptions utilized in the valuation of derivative liabilities and certain equity awards, and loss contingencies. Actual results could differ from those estimates. Liquidity The Company expects that it will have sufficient cash and cash equivalents to support the Company’s operations and cash flow requirements through at least the next 12 months following the date these financial statements were issued. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with a maturity of 90 days or less at the time of purchase. Cash equivalents consist primarily of money market securities and all cash and money market investments are deposited with institutions management believes are of high credit quality. Cash equivalents are stated at fair value. Restricted Cash and Cash Equivalents Restricted cash and cash equivalents are pledged as security for letters of credit or other collateral established by the Company for certain insurance policies and various other contractual arrangements. As of December 31, 2021 and 2020, the Company had issued irrevocable standby letters of credit of $25.6 million and $5.3 million, respectively. Restricted cash and cash equivalents are classified as current or non-current based on the contractual or estimated term of the remaining restriction. Current restricted cash and cash equivalents balances as of December 31, 2021 and 2020 were $30.1 million and $9.6 million, respectively. Non-current restricted cash and cash equivalents balances as of December 31, 2021 and 2020 were $1.2 million and $1.0 million, respectively. Accounts Receivable Accounts receivable represent uncollected balances due from retail customers and partners to which we sell the white labeled version of our products and technology (“Bird Platform”). Amounts are recorded at the invoice value, net of an allowance for doubtful accounts. Inventory, net Inventory consists of vehicles and spare parts available for sale, valued at the lower of cost based on an average cost method or net realizable value. This valuation requires the Company to make judgments, based on currently available information. The average cost of inventory consists of the price paid for the aforementioned vehicles and spare parts plus freight from manufacturers and any customs or duties incurred. Inventory is comprised entirely of finished goods. Vehicle Deposits Vehicle deposits consist of prepayments on vehicles and spare parts to which the Company does not yet have title. Vehicles, net Vehicles consist of vehicles that are used within the Company’s Sharing business. The capitalized cost of vehicles includes freight from manufacturers and any customs or duties incurred. The vehicles balance is comprised of those vehicles that are in transit from the contract manufacturer to Bird, held by Bird but not yet deployed in market, and those that are deployed in market and available for use in our Sharing business. We recognize depreciation related to the vehicles used in our Sharing business using a usage-based depreciation methodology based on the number of rides taken by customers. The estimated total number of lifetime rides of our vehicles are based on many factors, including historical ride information and any anticipated changes to future vehicle utilization. Spare parts are expensed as a cost of revenue when used by the Company for vehicle maintenance and repairs. The Company updates its estimated useful life assumption based on changes in activity of the vehicles and accelerates depreciation on vehicles that have been determined to be no longer active. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations. Property and Equipment, net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from one year to five years as shown in the table below. Useful lives used to depreciate our property and equipment are assessed periodically and adjusted when warranted. Additions, replacements, and improvements that extend the asset’s useful life are capitalized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to expense as incurred. Estimated Useful Life Computer hardware, software, and equipment One Furniture and fixtures Three years Leasehold improvements Shorter of estimated useful life or lease term Evaluation of Long-Lived Assets for Impairment The Company evaluates its held-and-used long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to reporting units expected to benefit from the business combinations. The Company tests goodwill for impairment at least annually at the reporting unit level, in the fourth quarter, or whenever events or changes in circumstances indicate that the fair value of net assets has decreased below its carrying value. Application of the goodwill impairment test requires judgement, including identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates three reporting units, which are the same as its reporting segments described in Note 16. When testing goodwill for impairment, in accordance with Accounting Standard Update (“ASU”) 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of events and circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, the Company proceeds to the quantitative assessment. The quantitative assessment compares the estimated fair value of a reporting unit to its carrying value, including goodwill. If the fair value exceeds the carrying value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company conducted its annual goodwill impairment test during the fourth quarter of 2021 and determined that the fair value of the reporting units exceeded its carrying value. No impairment charge was recorded in any of the periods presented in the consolidated financial statements. Derivative Liabilities Earnout Shares In connection with the execution of the Business Combination Agreement, the Company designated 30,000,000 shares of Class A Common Stock (“Earnout Shares”) to be issued to all Eligible Equity Holders (as defined below), subject to occurrence during the Earnout Period (as defined below) of the Earnout Triggering Events (as defined below). An “Eligible Equity Holder” means a holder of a share of common stock, including a share of restricted stock, a stock option or an RSU of Bird Rides, in each case, immediately prior to the consummation of the Business Combination. The “Earnout Period” means the five • “Earnout Triggering Event I” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period; • “Earnout Triggering Event II” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $20.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period; and • “Earnout Triggering Event III” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $30.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. Of the 30,000,000 Earnout Shares, 27,925,828 shares are designated for the holders of common stock of Bird Rides immediately prior to the consummation of the Business Combination and are not subject to a continued service requirement. This portion of the Earnout Shares is classified as a liability due to failure to meet the equity classification criteria under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40. The Earnout Shares liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the liability-classified Earnout Shares based on multiple stock price paths on a monthly basis over the Earnout Period, developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date. Switchback Founder Earn Back Shares In connection with the execution of the Business Combination Agreement, NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and certain officers and directors of Switchback entered into an amendment to the letter agreement, dated January 7, 2021 (the “Letter Agreement Amendment”), pursuant to which, among other things, the parties agreed, effective upon the consummation of the Business Combination, to subject to potential forfeiture (on a pro rata basis) an aggregate of 1,976,563 shares of Class A Common Stock held by them (“Switchback Founder Earn Back Shares”), of which (i) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period and (ii) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE is greater than or equal to $15.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. The Switchback Founder Earn Back Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Switchback Founder Earn Back Shares liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the liability-classified Switchback Earn Back Shares based on multiple stock price paths on a monthly basis over the Earnout Period, developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date. C-1 Warrants and Private Placement Warrants Immediately after giving effect to the Business Combination, there were outstanding 59,908 warrants to purchase one share of Class A Common Stock at an exercise price of $13.36 per share (the “C-1 Warrants”) and 6,550,000 private placement warrants from Switchback (the “Private Placement Warrants”) to purchase one share of Class A Common Stock at the exercise price of $11.50 per share, subject to certain redemption rights. The C-1 Warrants and Private Placement Warrants are classified as liabilities due to failure to meet the equity classification criteria under ASC 815-40. The C-1 Warrants and Private Placement Warrants liabilities were measured at fair value on the date of grant. Both financial instruments are remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the C-1 Warrants and Private Placement Warrants based on the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. The Company calculated the expected term as the contractual expiration period. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. The Company’s Class A Common Stock does not have sufficient trading history and, therefore, the Company used the historical volatility of the stock prices of similar publicly traded peer companies. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. Public Warrants Immediately after giving effect to the Business Combination, the Company assumed 6,324,972 public warrants from Switchback (the “Public Warrants”). Each warrant entitles the registered holder to purchase one share of Class A Common Stock at the exercise price of $11.50 per share. The Public Warrants are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Public Warrants liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the Public Warrants based on the publicly traded price of the Public Warrants at the effective time of the Acquisition Merger. Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of non-performance risk. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. • Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable. • Level 2: Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. • Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management’s judgment about assumptions market participants would use in pricing the asset or liability. Assets Measured at Fair Value on a Recurring Basis The carrying amounts of the Company’s cash equivalents, restricted cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their respective fair values due to their short-term nature. The Company’s assets and liabilities listed above are based on Level 1 inputs. The Company’s derivative liabilities, such as Earnout Shares, Switchback Earn Back Shares, C-1 Warrants, Private Placement Warrants, and Public Warrants, are remeasured at fair value through other income (expense) at each reporting period. Such fair value measurements are predominantly based on Level 3 inputs, with the exception of the Public Warrants, which are based on Level 1 inputs. Assets Measured at Fair Value on a Non-Recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash and cash equivalents, restricted cash and cash equivalents, and accounts receivable. Cash and cash equivalents, and restricted cash and cash equivalents, primarily consist of cash deposits and money market securities, and all cash and money market investments are deposited with institutions management believes are of high credit quality. The Company has not experienced any material losses related to these concentrations during the periods presented. No customer accounted for 10% or more of revenue for the years ended December 31, 2021, and 2020. Revenue Recognition For the years ended December 31, 2021, and 2020, the Company recognized revenue from rides taken by individual users of the Bird mobile application (the “Bird App”) as part of Sharing, which the Company accounts for pursuant to ASC 840, Leases . Additionally, the Company recognized revenue from Product Sales, primarily comprised of vehicles sales, pursuant to ASC 606, Revenue from Contracts with Customers . Sales taxes, including value added taxes, are excluded from reported revenue. Sharing The Company’s technology platform enables users to participate in the Company’s Sharing program. To use a vehicle, the user contracts with the Company via acceptance of the Bird Rental Agreement and pays for the ride from a preloaded wallet balance, on a per-ride basis. The user must use the Bird App to access the shared vehicles and must end the ride on the Bird App to conclude the trip. The Company is responsible for providing access to the vehicles over the user’s desired period of use. The Company accounts for these revenues as operating lease revenue pursuant to ASC 840, Leases , and records revenue upon completion of each ride. The Company treats any credit, coupon, or rider incentive as a reduction to the revenue for the ride in the period to which it relates. Product Sales The Company sells vehicles directly to distributors, retailers, and consumers, generating Product Sales revenue. Revenue is generally recognized, net of taxes, upon fulfillment per the contractual delivery terms, as that is when title and control transfers to the customer and the performance obligation is considered fully satisfied. For sales direct to consumers, the Company has a 30-day return policy, during which a customer can return a vehicle for a full refund. There is no history of material returns across any of the Product Sales channels. The Company also guarantees Product Sales with a one-year limited warranty. Disaggregation of Revenue The Company disaggregates revenue into the Sharing and Product Sales categories disclosed on the consolidated statement of operations. Disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Further disaggregation is presented in the segment footnote for revenues generated from North America, Europe, Middle East, and Africa (“EMEA”), and Other. Deferred Revenue Deferred revenue primarily consists of wallet payments made by customers. In connection with its Sharing business, Bird requires a wallet balance to be maintained in most countries to ensure cash collection for rides. An immaterial portion of deferred revenue also consists of deposits made by Product Sales customers for the purchase of vehicles and parts that have not yet been delivered. Practical Expedients and Exemptions The Company elected to use the practical expedient that allows it to expense the costs incurred to obtain a contract when the amortization period is one year or less. Tariff Reimbursement The U.S. government imposed Section 301 tariffs (the “Tariffs”) on certain goods imported from China into the United States, including Bird vehicles. Accordingly, the Company paid the required 25% Tariffs for the import of vehicles into the United States. The costs associated with the Tariffs were capitalized as part of the associated costs of the vehicles when the vehicles were purchased during fiscal years 2018 and 2019. The costs were then depreciated and included in the consolidated statement of operations consistent with our vehicle depreciation policy, with most of the expense being recognized in fiscal years 2018 and 2019. In the first quarter of 2020, after filing protests and posting summary corrections, a ruling from the U.S. Custom and Border Protection Agency determined our vehicles were exempted from the Tariffs both retroactively and into the future and we therefore recognized a $25.0 million benefit to the consolidated statements of operations in the first quarter of 2020. The Tariffs resumed effective January 1, 2021 and continue to remain in effect. On November 30, 2021 the Company filed an application for exemption from the Tariffs that, if approved, may be retroactively applied to 2021. The Company has not received a decision on the application, and therefore, has continued to pay for the Tariffs and capitalize the cost. Stock-Based Compensation Expense The Company measures and recognizes compensation expense for all stock-based awards granted to employees and non-employees, including stock options and RSUs, based on the grant-date fair value of the award. Stock Options Stock options granted to employees contained only service-based vesting conditions, and generally vest over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, one-fourth of the total award vests on the one-year anniversary of the vesting commencement date, followed by monthly vesting for the final three years. Under the second vesting schedule, the award vests on a monthly basis over the four The fair value of stock options that vest solely based on a service-based vesting condition is determined by the Black-Scholes-Merton Option pricing model on the date of the grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgements about the variables used in the Black-Scholes-Merton option pricing model, including the expected term, expected volatility, risk-free interest rate, and dividend yield. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the Company determines the expected term based on the average period the stock options are expected to remain outstanding. For stock options, expected term is calculated as the mid-point of the stock options’ vest term and contractual expiration period. The grant-date fair value is recognized as compensation expense, on a straight-line basis, over the period during which the employee or non-employee is required to provide service in exchange for the award. RSUs Prior to November 2021, RSUs granted by the Company were eligible to vest upon the satisfaction of both a service-based vesting condition, generally four years pursuant to the two vesting schedules, and a liquidity event-related performance vesting condition. Under one vesting schedule, one-fourth of the total award vests on the one-year anniversary of the applicable vesting commencement date, followed by quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a quarterly basis over the four The fair value of these RSUs was estimated based on the fair value of the common stock of Bird Rides on the date of grant. Upon the consummation of the Business Combination, the Company recorded cumulative stock-based compensation expense, using the accelerated attribution method, as of the closing date for those RSUs for which the service-vesting condition had been satisfied. Stock-based compensation expense related to the those RSUs for which the service-vesting condition had not been satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. In conjunction with the consummation of the Business Combination, the Company issued RSU awards to certain employees that vest upon the satisfaction of both service-based and market-based vesting conditions (the “Management Award RSUs”). The service-based vesting condition for the Management Award RSUs is satisfied over four years. The market-based vesting conditions are satisfied upon achievement of each of the Earnout Triggering Events. The fair value of the Management Award RSUs is determined using a Monte Carlo simulation model. The associated stock-based compensation expense is recorded over the derived service period, using the accelerated attribution method. If the Earnout Triggering Events are achieved sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the awards. Subject to continued service by these employees, stock-based compensation expense is recognized over the requisite service period, regardless of whether the Earnout Triggering Events are achieved. Since November 2021, with the exception of the Management Award RSUs, RSUs granted to employees generally contain only service-based vesting conditions, and generally vest over four years in accordance with the two vesting schedules previously described. The fair value of RSUs is determined using the closing price of the Company’s Class A Common Stock on the grant date. The associated stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Common Stock Prior to November 2021, the fair value of the common stock underlying the stock option awards and RSUs was determined by our board of directors. Given the absence of a public trading market, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved. These factors included, but were not limited to; • the results of contemporaneous unrelated third-party valuations of the Company’s common stock; • the prices of the recent redeemable convertible preferred stock sales by the Company to investors; • the rights, preferences, and privileges of preferred stock relative to those of common stock; • market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions; • the Company’s performance and market position relative to competitors, which is subject to change from time to time; • the Company’s historical financial results and estimated trends and prospects for the Company’s future performance; • the economic and competitive environment; • the Company’s financial condition, results of operations, and capital resources; • the industry outlook; • the valuation of comparable companies; and • the likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. Forfeiture The Company accounts for forfeitures as they occur. In the case of awards being forfeited because of a failure to satisfy a service-based vesting condition, previously recognized stock-based compensation expense is reversed in the period of the forfeiture. Foreign Currency Translations and Transactions The reporting currency |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table details the fair value measurements of derivative liabilities that are measured at a fair value on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Earnout Shares $ — $ — $ 106,003 $ 106,003 Switchback Founder Earn Back Shares — — 9,087 9,087 Private Placement Warrants — — 14,148 14,148 Public Warrants 6,515 — — 6,515 C-1 Warrants — — 443 443 Total $ 6,515 $ — $ 129,681 $ 136,196 As of December 31, 2020, the Company had $1.1 million of Level 3 derivative liabilities, comprised of $0.6 million in other current liabilities and $0.5 million in derivative liabilities in the consolidated balance sheets. Expenses associated with the issuance of and mark-to-market adjustments of derivative liabilities are reflected in other income, net and totaled $51.0 million of income and $0.1 million of expense for the years ended December 31, 2021 and 2020, respectively. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The Company’s property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer hardware, software, and equipment $ 2,438 $ 5,009 Leasehold improvements 1,354 1,354 Furniture and fixtures 2,231 2,389 Less: Accumulated depreciation (4,497) (4,600) Total property and equipment, net $ 1,526 $ 4,152 Depreciation expense relating to property and equipment was $2.8 million and $4.6 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company recognized $0.2 million and $3.4 million, respectively, in losses related to the disposal of property and equipment. The Company’s vehicles, net consists of the following (in thousands): December 31, 2021 2020 Deployed vehicles $ 93,192 $ 69,944 Undeployed vehicles 46,867 24,676 Spare parts 10,009 15,000 Less: Accumulated depreciation (31,119) (28,515) Total vehicles, net $ 118,949 $ 81,105 Depreciation expense relating to vehicles was $47.3 million and $23.8 million for the years ended December 31, 2021 and 2020, respectively. |
Vehicles, net
Vehicles, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Vehicles, net | Property and Equipment, net The Company’s property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer hardware, software, and equipment $ 2,438 $ 5,009 Leasehold improvements 1,354 1,354 Furniture and fixtures 2,231 2,389 Less: Accumulated depreciation (4,497) (4,600) Total property and equipment, net $ 1,526 $ 4,152 Depreciation expense relating to property and equipment was $2.8 million and $4.6 million for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company recognized $0.2 million and $3.4 million, respectively, in losses related to the disposal of property and equipment. The Company’s vehicles, net consists of the following (in thousands): December 31, 2021 2020 Deployed vehicles $ 93,192 $ 69,944 Undeployed vehicles 46,867 24,676 Spare parts 10,009 15,000 Less: Accumulated depreciation (31,119) (28,515) Total vehicles, net $ 118,949 $ 81,105 Depreciation expense relating to vehicles was $47.3 million and $23.8 million for the years ended December 31, 2021 and 2020, respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions In January 2020, the Company acquired all of the issued and outstanding capital stock of LMTS Holding SCA (“CIRC”), a micromobility company based in Berlin with operations throughout Europe and the Middle East. The purpose of the acquisition was to further establish the Company’s presence in the EMEA region. The results of CIRC’s operations for the year ended December 31, 2021 and 2020, including revenues and expenses, are included in the consolidated statements of operations for the Company from the date of the transaction. The acquisition was accounted for as a business combination under ASC 805, Business Combinations . The Company acquired CIRC for $190.0 million of Series D and Series D-2 redeemable convertible preferred stock. Assets acquired included $68.7 million of cash and $5.5 million of intangible assets. Goodwill is attributable to the assembled workforce and the expected synergies from the acquisition. The purchase price, which was prepared with the assistance of a valuation specialist, was allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date as follows (in thousands): Fair Value Assets acquired: Current assets $ 68,667 Vehicles 140 Intangible assets: Customer relationships 1,621 Government relationships 3,838 Net liabilities assumed (975) Total assets acquired, net $ 73,291 Total purchase price $ 190,000 Goodwill $ 116,709 The Company incurred certain expenses related directly and indirectly related to the CIRC acquisition of $3.5 million, which were recognized in the consolidated statement of operations for the year ended December 31, 2020. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill by segment during the years ended December 31, 2021 and 2020 were as follows (in thousands): North Europe, Other Balance as of December 31, 2019 $ 1,296 $ — $ — Acquisitions — 116,709 — Foreign currency translation adjustment — 13,250 — Balance as of December 31, 2020 1,296 129,959 $ — Foreign currency translation adjustment — (10,086) — Balance as of December 31, 2021 $ 1,296 $ 119,873 $ — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 U.S. $ (189,706) $ (105,235) Foreign (6,418) (102,931) Loss before income taxes $ (196,124) $ (208,166) The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Current Federal $ — $ — State 31 38 Foreign 178 26 Total current tax expense $ 209 $ 64 Deferred Federal $ — $ — State — — Foreign — — Total deferred tax expense — — Total provision for income taxes $ 209 $ 64 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Federal statutory income tax rate 21.0% 21.0% Mark-to-market adjustments of Earnout and Earn Back Shares 5.5% 0.0% Executive compensation (4.7)% 0.0% Valuation allowance (22.8)% (22.9)% Other 1.0% 1.9% Effective income tax rate (0.1)% 0.0% The effective tax rate is different than the U.S. statutory federal tax rate primarily due to foreign and state taxes, transaction costs, mark-to-market adjustments, and changes in the Company's full valuation allowance. Deferred income taxes for the years ended December 31, 2021 and 2020 consist of the following (in thousands): December 31, 2021 2020 Deferred tax assets Net operating losses $ 279,695 $ 240,128 Other 22,994 8,986 Total deferred tax assets $ 302,689 $ 249,114 Deferred tax liabilities Property and equipment, net $ (7,780) $ (2,903) Other (759) (578) Total deferred tax liabilities $ (8,539) $ (3,481) Less: Valuation allowance (294,150) (245,633) Net deferred tax assets $ — $ — As of December 31, 2021, the Company had a full valuation allowance against its U.S. deferred tax assets and foreign deferred tax assets. The Company analyzed all sources of available income and determined there is not sufficient evidence to support the realizability of its deferred tax assets. The Company does not believe it is more likely than not to realize the benefits of the deferred assets. As of December 31, 2021, the Company had a valuation allowance of $214.5 million against its U.S. deferred tax assets and a valuation allowance of $79.6 million against its foreign deferred tax assets. The Company will continue to assess the realizability of its deferred tax assets in future reporting periods and reduce the valuation allowance at such time as management believes it is more likely than not that the deferred tax assets will be realized. As of December 31, 2021, the Company had U.S. federal net operating loss carryforwards of approximately $1.9 million, which expire if unused in 2037, and approximately $813.1 million with an indefinite carryforward period. As of December 31, 2021, the Company had U.S. state net operating loss carryforwards of approximately $524.9 million, which begin to expire in 2037. As of December 31, 2021, the Company has foreign net operating loss carryforwards of approximately $294.3 million in various jurisdictions with various expirations. As of December 31, 2021, the Company has U.S. federal research tax credit carryforwards of approximately $6.3 million, which begin to expire if unused in 2037. As of December 31, 2021, the Company has California research tax credit carryforwards of approximately $7.1 million, which do not expire. Utilization of the net operating loss and research and development carryforwards are subject to an annual limitation due to ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986 (as amended, the “Code”), as well as similar state and foreign provisions. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the net operating loss carryforwards before utilization. Since the Company’s initial public offering, ownership changes have occurred that have triggered annual limitation. However, we don't expect any limitations to result in losses expiring unutilized. The Company and its subsidiaries file tax returns in the United States (federal and state) and various foreign jurisdictions. All tax periods for all jurisdictions since the Company’s inception in 2018 through 2020 are currently subject to income tax examination. The following table reflects changes in gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Unrecognized tax benefits at beginning of year $ 13,993 $ 10,743 Gross increases—current year positions 4,842 3,250 Gross decreases—prior year positions (6,377) $ — Unrecognized tax benefits at end of year $ 12,458 $ 13,993 As of December 31, 2021, none of the Company's unrecognized tax benefits, if recognized, would impact the effective tax rate. The Company does not expect any material changes to its unrecognized tax benefits within the next 12 months. The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expect future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future tax events other than enactments or changes in the tax law rates are considered. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to income tax matters in income tax expense if incurred. As of December 31, 2021 and 2020, there were no accrued interest or penalties recorded in the financial statements. As of December 31, 2021, the open tax years for the Company’s major tax jurisdictions are as follows: Jurisdiction Tax Years U.S. Federal 2017-2020 U.S. State 2017-2020 Netherlands 2019-2020 In response to the Coronavirus pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of employer side social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. Under the CARES Act, the Company deferred $1.8 million in payroll taxes for the period ended December 31, 2020. During 2021, the Company repaid $0.9 million of the total amount deferred with the remaining balance due at the end of 2022. The Company continues to examine the elements of the CARES Act and the impact it may have on its financial position, results of operations and cash flows. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The components of accrued expenses were as follows (in thousands): December 31, 2021 2020 Accrued legal and regulatory expenses $ 11,787 $ 6,585 Accrued other 19,641 13,419 Total accrued expenses $ 31,428 $ 20,004 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable Apollo Vehicle Financing Facility In April 2021, the Company’s wholly owned consolidated special purpose vehicle entity (the “SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to $40.0 million (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid. The Vehicle Financing Facility includes a repayment mechanism tied directly to revenue generation by vehicles on lease by the SPV to Bird Rides under an intercompany leasing arrangement (the “Scooter Lease”). Vehicles and cash in the SPV may be transferred out of the SPV in compliance with the terms, conditions, and covenants of the Apollo Credit Agreement. In October 2021, the SPV entered into Amendment No. 2 to the Apollo Credit Agreement (“Amendment No. 2”) which, among other things, increased the commitments provided by the lenders from $40.0 million to $150.0 million, with any extension of credit above $40.0 million subject to the consummation of the Business Combination. In November 2021, the transactions contemplated by the Business Combination Agreement were consummated, resulting in access to extensions of credit up to $150.0 million under the Vehicle Financing Facility. The Company drew down $56.7 million during the year ended December 31, 2021. The outstanding principal balance under the Vehicle Financing Facility as of December 31, 2021 was $49.1 million. The Vehicle Financing Facility is secured by a first priority perfected security interest in vehicles contributed by Bird Rides to the SPV, collections from revenue generated by such vehicles, and a reserve account related to such collections (collectively, “Collateral”). As of December 31, 2021, the Company maintained $9.8 million in such reserve account, which is classified as restricted cash and cash equivalents in the consolidated balance sheets. Under Amendment No. 2, outstanding Vehicle Financing Facility balances bear interest at the London Inter-bank Offered Rate (“LIBOR”) plus a margin of 8.5% that is accrued and paid by the Company on a monthly basis. The maturity date of the Vehicle Financing Facility is November 30, 2024 (“Final Maturity Date”). On the fourth business day of each month prior to the Final Maturity Date, the Company is required to repay principal outstanding under the Vehicle Financing Facility based on a pre-set monthly amortization schedule (such amount, the “Amortization Amount”). In addition, on the fourth business day of each of January, April, July, and October, the Company is required to repay an additional amount of principal outstanding under the Vehicle Financing Facility to the extent 50% of revenues generated from the underlying Collateral is greater than the sum of the Amortization Amounts due for the preceding quarter. All outstanding Vehicle Financing Facility balances will be due and payable as previously stated, unless the commitments are terminated earlier, or if an event of default occurs (or automatically in the case of certain bankruptcy-related events of default). The Apollo Credit Agreement includes certain customary representations, warranties, affirmative and negative financial and non-financial covenants, events of default, and indemnification provisions. The primary negative covenant is a limitation on liens against vehicles included in the underlying Collateral, which restricts the Company from selling, assigning, or disposing of any Collateral contributed in connection with the Apollo Credit Agreement. The primary affirmative covenant is a requirement to provide monthly reports within 30 days after the end of each fiscal month and audited annual financial statements at a specified time. The Scooter Lease includes two financial covenants, namely, a minimum liquidity requirement and a minimum tangible net worth requirement, in each case calculated as of the last business day of each calendar month. The Company is currently in compliance with all the terms and covenants of the Apollo Credit Agreement and the Scooter Lease. In accordance with the terms outlined in the agreements, the Company made contractual principal payments totaling $7.9 million during the year ended December 31, 2021. Issuance costs related to the Apollo Credit Agreement of $4.0 million were capitalized as a deferred asset and are amortized over the term of the Apollo Credit Agreement. Deutsche Bank AG Term Loans and Warrants In June 2019, the Company entered into a credit agreement with Deutsche Bank AG (“DB”) and Lucid Agency Services Limited, as administrative agent, to allow the Company to draw up to $45.0 million of initial term loans (the “Initial Term Loans”). In addition, pursuant to a July 9, 2019 amendment that added Sequoia IDF Asset Holdings S.A. as an incremental term loan lender, the Company could draw up to $5.0 million of incremental term loans (“Incremental Term Loans” and, collectively with the Initial Term Loans, the “Term Loans”). The Company drew down $45.0 million of Initial Term Loans and $5.0 million of Incremental Term Loans on June 13, 2019 and July 15, 2019, respectively, for a total of $50.0 million in Term Loans. The Term Loans bore interest at LIBOR plus a margin of 9.50%, which was paid by the Company on a monthly basis. In conjunction with the Term Loans, the Company issued warrants to DB (the “DB Warrants”) for 0.2 million shares of the Company’s Series C-1 redeemable convertible preferred stock exercisable upon any change of control, any equity financing, the maturity or repayment in full of all amounts due to the lenders, or any initial public offering. The DB Warrants were liability-classified instruments because they could be sold back to the Company for cash at a value of $20.70 per share. The fair value of the DB Warrants at inception was $5.0 million and was classified in other liabilities. The $5.0 million was treated as a debt discount against the $50.0 million of Term Loans and accreted into interest expense in the consolidated statements of operations. DB notified the Company of its intention to sell the DB Warrants back to the Company, and the Company settled the DB Warrants for $3.0 million in September 2019 and $2.0 million in April 2020. The Company entered into amendments to the credit agreement, the most recent of which was in October 2020. The Company issued additional warrants (the “2021 DB Warrants”) for shares of the Company’s Series D redeemable convertible preferred stock. The fair value of the 2021 DB Warrants at inception was $0.6 million and was classified in other liabilities. DB notified the Company of its intention to sell the 2021 DB Warrants back to the Company, and the Company settled the 2020 DB Warrants for $0.6 million in June 2021. In April 2021, the Company repaid the outstanding principal balance under the Term Loans of $31.2 million, including accrued and unpaid interest. The Company recognized a loss of $2.3 million upon extinguishment due to the write-off of the debt discount. Interest expense on the Term Loans for the year ended December 31, 2021 was $2.2 million . |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Stockholders' Equity (Deficit) Common Stock As of December 31, 2021, the Company has authority to issue 1,000,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock and 50,000,000 shares of Class X Common Stock, with a par value of $0.0001 per share. As of December 31, 2021, the Company had 238,089,017 and 34,534,930 shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of December 31, 2021, there were no shares of Class B Common Stock issued and outstanding. Shares of restricted stock, including restricted stock issued upon an early exercise of an option, that have not vested, are excluded from the number of shares of common stock issued and outstanding because the grantee is not entitled to the rewards of share ownership until such vesting occurs. Holders of outstanding common stock are entitled to dividends when and if declared by our board of directors, subject to the rights of the holders of all classes of preferred stock outstanding having priority rights. No dividends have been declared by the Company’s board of directors from inception through December 31, 2021. Except as otherwise expressly provided in the Certificate of Incorporation of Bird Global or applicable law, each holder of Class X Common Stock has the right to 20 votes per share of Class X Common Stock outstanding and held of record by such holder, and each holder of Class A Common Stock or Class B Common Stock has the right to one vote per share of Class A Common Stock or Class B Common Stock outstanding and held of record by such holder. Preferred Stock |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense 2017 Plan Under the Bird Rides, Inc. 2017 Stock Plan, adopted on May 10, 2017, Bird Rides granted options to purchase its common stock, restricted stock awards (“RSAs”), and RSUs to certain employees, directors and consultants. On November 4, 2021, in connection with the consummation of the Business Combination and the adoption of the Bird Global, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), the Bird Rides, Inc. 2017 Stock Plan was amended and restated (as amended and restated, the “2017 Plan”), and terminated, such that only awards under the 2017 Plan that remained outstanding as of November 4, 2021 (the date on which the Business Combination was consummated) continue to be subject to the terms of the 2017 Plan, but the Company cannot continue granting awards thereunder. The awards granted under the 2017 Plan are considered equity-classified awards. Options and RSUs granted under the 2017 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by monthly or quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a monthly or quarterly basis over the four Restricted stock issued upon an early exercise of an option are not considered outstanding because the grantee is not entitled to the rewards of share ownership. Those shares are not shown as outstanding on the balance sheet and are excluded from basic net loss per share until the shares are no longer subject to a repurchase feature. All awards granted under the 2017 Plan were retroactively restated to reflect the application of the Business Combination. 2021 Plan The 2021 Plan, adopted on November 4, 2021, provides for the grant of stock options, RSUs, RSAs, and stock appreciation rights to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company. A total of 59,500,730 shares of the Company’s Class A Common Stock were initially reserved for issuance under the 2021 Plan. In addition, the shares reserved for issuance under the 2021 Plan will include any awards granted under the 2017 Plan that, after November 4, 2021, expire, are forfeited or otherwise terminated without having been fully exercised, provided that the maximum number of shares that may be added to the 2021 Plan from the 2017 Plan is 17,820,688. The number of shares available for issuance under the 2021 Plan is increased on January 1 of each year, beginning on January 1, 2022, in an amount equal to the lesser of: (i) 5% of the aggregate number of shares of Class A Common Stock and Class X Common Stock outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by our board of directors. On January 1, 2022, an additional 13,732,005 shares of Class A Common Stock became available for issuance under the 2021 Plan. Only RSUs and RSAs have been granted under the 2021 Plan. With the exception of the Management Award RSUs, awards granted under the 2021 Plan are generally service-based awards, typically vesting over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, the first vest is generally a one-year cliff vest, followed by quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a quarterly basis over the four Unvested shares of restricted stock are not considered outstanding because the grantee is not entitled to the rewards of share ownership prior to vesting. Unvested shares are not shown as outstanding on the balance sheet and are excluded from basic net loss per share until the shares are vested. Stock Option and RSA Activity The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Number of Options Outstanding Weighted-Average Aggregate Weighted-Average As of December 31, 2019 15,493,863 $ 3.00 12,800 8.07 Granted 11,191,955 0.20 Exercised (4,851,991) (0.18) Forfeited and canceled (4,704,054) (0.59) Expired (205,365) (0.69) As of December 31, 2020 16,924,408 $ 0.20 40,909 9.21 Granted 226,631 6.36 Exercised (2,356,045) (0.17) Forfeited and canceled (2,291,442) (0.24) Expired (82,068) (0.20) As of December 31, 2021 12,421,484 $ 0.30 72,940 8.21 Vested and expected to vest as of December 31, 2021 12,421,484 0.30 72,940 8.21 Exercisable as of December 31, 2021 7,219,298 $ 0.22 42,923 8.10 Of the options included as exercised in the table above, zero and 2.6 million shares relate to early exercises during the years ended December 31, 2021 and 2020, respectively. The weighted-average fair value of stock options granted in the year ended December 31, 2021 and 2020 was $6.97 and $0.46 per share, respectively. The weighted-average fair value of stock options granted was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: December 31, 2021 2020 Expected term (in years) 5.91 5.92 Risk-free interest rate 1.7% 0.7% Expected volatility 50.8% 46.1% Expected dividend yield —% —% The Company issued zero and 4.2 million fully vested shares of the Company’s common stock in the years ended December 31, 2021 and 2020, respectively, as compensation to the members of its board of directors for services provided to the Company and recorded zero and $0.7 million in general and administrative expense in the years then ended. The following table summarizes the activity of the other RSAs outstanding, which are subject to vesting, generally monthly over 48 months, for the years ended December 31, 2021 and 2020: Number Aggregate intrinsic Weighted Average Nonvested at December 31, 2019 707,438 $ 2,558 $ 0.22 Granted — — Vested (385,875) $ 0.22 Forfeited — — Nonvested at December 31, 2020 321,563 $ 768 $ 0.22 Granted — — Vested (321,563) $ 0.22 Forfeited — — Unvested at December 31, 2021 — $ — $ — Vested at December 31, 2021 1,582,741 $ 9,417 $ 0.22 RSU Activity The following table summarizes the RSU activity for the year ended December 31, 2021: Number of Weighted Average Balance at December 31, 2020 — $ — Granted 53,936,290 6.88 Canceled (21,619) $ (8.16) Forfeited (676,280) $ (7.57) Balance at December 31, 2021 53,238,391 $ 6.87 Management Award RSUs Of the 53.9 million RSUs granted during the year ended December 31, 2021, the Company’s board of directors granted 29.1 million Management Award RSUs to certain employees. The Management Award RSUs vest upon the satisfaction of a service-based vesting condition and the achievement of certain stock price goals, $12.50, $20, and $30. The Management Award RSUs are excluded from Class A Common Stock issued and outstanding until the satisfaction of these vesting conditions. The Company estimated the grant-date fair value of the Management Award RSUs using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the stock price goals may not be satisfied. The Monte Carlo simulation considers several variables and assumptions in estimating the grant-date fair value, including the per-share fair value of the underlying common stock of $8.34, expected term ranging from 3.9 quarters to 16.0 quarters, risk-free interest rate of 1.1%, expected stock price volatility over the expected term of 60.0%, and no expected annual dividend yield. The Company will recognize stock-based compensation expense over the derived service period of each of the three stock price goals. If the stock price goals are met sooner than the derived service period, the Company will adjust our stock-based compensation expense to reflect the cumulative expense associated with the vested award. Subject to continued service by these employees, the Company will recognize stock-based compensation expense over the requisite service period, regardless of whether the stock price goals are achieved. The Company will recognize total stock-based compensation expense of $176.3 million over the derived service period, using the accelerated attribution method. The Company recognized $47.5 million of stock-based compensation expense related to the Management Award RSUs during the year ended December 31, 2021. Stock-Based Compensation Expense The following table summarizes total stock-based compensation expense for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Cost of revenue $ — $ 15 Selling and marketing 2,714 895 Research and development 5,182 892 General and administrative 78,735 4,372 Total $ 86,631 $ 6,174 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period and potentially dilutive common stock equivalents, including stock options, RSUs, warrants to purchase redeemable convertible preferred stock and Class A Common Stock, redeemable convertible preferred stock, founders convertible preferred stock and contingently issuable shares, except in cases where the effect of the common stock equivalent would be anti-dilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and vesting of RSUs using the treasury stock method. Since the Company was in a loss position for the years ended December 31, 2021 and 2020, basic net loss per share was the same as diluted net loss per share for the periods presented. The Company computes net loss per share using the two-class method. The rights, including the liquidation and dividend rights, of the Class A Common Stock and Class X Common Stock are identical, other than voting rights. Accordingly, the Class A Common Stock and Class X Common Stock share equally in the Company’s net losses. Because the computed loss per share for holders of the Class A Common Stock and the Class X Common Stock is identical, we do not present separate net loss per share computations. Net loss per share was retroactively restated to reflect the application of the Business Combination. Net loss was adjusted to reflect the accrual of paid-in kind dividends earned by certain holders of senior preferred stock. The following table presents the calculation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020 (in thousands, except per share amounts): December 31, 2021 2020 Numerator: Net loss $ (196,333) $ (208,230) Adjustment to net loss attributable to common stockholders (15,540) — Net loss attributable to common stockholders $ (211,873) $ (208,230) Denominator: Basic and diluted weighted-average shares outstanding 84,261 37,367 Loss per share: Basic and diluted loss per share $ (2.51) $ (5.57) The following outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): December 31, 2021 2020 Redeemable convertible preferred shares — 135,225 Founders convertible preferred stock — 3,993 Unvested shares of common stock — 4,032 Stock options 12,421 16,925 RSUs 24,166 — Management Award RSUs 29,073 — Early exercises of stock options 309 2,521 Warrants to purchase redeemable convertible preferred stock — 94 Warrants to purchase Class A common stock 12,935 — Contingently issuable shares 1,977 — Total 80,881 162,790 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases As of December 31, 2021, the Company had operating lease agreements for its facilities in various locations throughout the United States, as well as around the world, which expire at various dates through 2026. The terms of the lease agreements provide for fixed rental payments on a gradually increasing basis over the term of the lease. Lease terms for the Company’s operating leases are between one month and five years. Future minimum lease payments under the Company’s operating lease agreements with initial or remaining noncancelable lease terms in excess of one year as of December 31, 2021 were as follows (in thousands): Year Ended December 31, Amount 2022 $ 4,410 2023 1,954 2024 94 2025 84 2026 84 Thereafter — Total future lease payments $ 6,626 The table above does not reflect the Company’s option to exercise early termination rights or the payment of related early termination fees. Lease incentives reduce lease payments in the table above in the period in which they are expected to be received. Rent expense was $8.0 million and $12.4 million for the years ended December 31, 2021 and 2020, respectively. Purchase Commitments The Company has purchase commitments related to vehicles, software, hosting services, and other items in the ordinary course of business with varying expirations through 2025. These amounts are determined based on the non-cancelable quantities or termination amounts to which the Company is contractually obligated. As of December 31, 2021, the Company has commitments to purchase inventory and vehicles of $21.4 million through May 2022. The Company incurred $11.4 million and $5.6 million of software and hosting services during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has commitments to purchase software and hosting services as follows (in millions): Year Ended December 31, Amount 2022 $ 12,206 2023 12,951 2024 12,358 2025 12,718 Total $ 50,233 Notes Payable The Company has commitments related to the Vehicle Financing Facility. As of December 31, 2021, the Company has future minimum payments of $49.1 million due in the next 12 months. Litigation and Indemnification The Company is from time to time involved in legal proceedings, claims, and regulatory matters, indirect tax examinations or government inquiries and investigations that may arise in the ordinary course of business. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the consolidated financial statements. The Company reviews the developments in contingencies that could affect the amount of the provisions that have been previously recorded. The Company adjusts provisions and changes to disclosures accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Significant judgment is required to determine both the probability and the estimated amount of loss. The Company is not a party to any outstanding material litigation and management is not currently aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations other than certain consolidated proceedings alleging that individuals who previously provided services as mechanics and chargers were misclassified as independent contractors in violation of the California Labor Code and wage laws. We are also subject to, and defending, proceedings alleging that individuals who previously provided services as Fleet Managers were misclassified as independent contractors in violation of the California Labor Code and wage laws. We intend to vigorously defend these claims. Accordingly, we are not able to estimate the loss or range of loss. Further, the outcome of legal proceedings, claims, and regulatory matters, indirect tax examinations and governmental inquiries and investigations are inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial condition and results of operations, including in a reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe Company had no related party transactions for the years ended December 31, 2021 and 2020. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company determines its operating segments based on how the chief operating decision maker (“CODM”) manages the business, allocates resources, makes operating decisions and evaluates operating performance. The CODM does not evaluate operating segments using asset information and, accordingly, the Company does not report asset information by segment. The Company does not aggregate its operating segments into reportable segments. Accordingly, the Company has identified three reportable segments, which are organized based on the geographic areas in which it conducts business, as follows: Segment Description North America Includes Canada and the United States Europe, Middle East and Africa (EMEA) Includes all countries within the European Union, United Kingdom, and countries within the Middle East Other Includes South America, China, Mexico, Australia, New Zealand, and Japan The Company’s segment operating performance measure is gross margin. Gross margin is defined as revenue less cost of revenue, exclusive of depreciation, and depreciation on Sharing vehicles. The following table provides information about the Company’s segments and a reconciliation of the total segment gross margin to loss from operations for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 North America EMEA Other Total North America EMEA Other Total Revenues: Sharing $ 142,476 44,703 148 187,327 $ 57,704 22,198 39 79,941 Product sales 16,104 1,711 — 17,815 12,213 2,275 172 14,660 Total revenues 158,580 46,414 148 205,142 69,917 24,473 211 94,601 Cost of sharing, exclusive of depreciation 78,299 22,720 42 101,061 40,532 30,339 757 71,628 Cost of product sales 16,189 1,148 3 17,340 14,220 8,324 172 22,716 Depreciation on sharing vehicles 21,831 25,483 21 47,335 11,456 11,929 406 23,791 Gross margin $ 42,261 (2,937) 82 39,406 $ 3,709 (26,119) (1,124) (23,534) Reconciling items: Total expenses $ 235,530 $ 184,632 Loss before income taxes $ (196,124) $ (208,166) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through the filing of this Form 10-K and determined that there have been no events that have occurred that would require adjustment to, or disclosure in, our consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation and Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Bird Global and its wholly owned subsidiaries and have been prepared in accordance with GAAP and pursuant to the accounting disclosure rules and regulations of the SEC regarding financial reporting. |
Principles of Consolidation | All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting period, and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. On an ongoing basis, management evaluates estimates that are subject to significant judgment, including, but are not limited to, those related to useful lives associated with vehicles, impairment of other long-lived assets, impairment of goodwill, assumptions utilized in the valuation of derivative liabilities and certain equity awards, and loss contingencies. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with a maturity of 90 days or less at the time of purchase. Cash equivalents consist primarily of money market securities and all cash and money market investments are deposited with institutions management believes are of high credit quality. Cash equivalents are stated at fair value. |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash EquivalentsRestricted cash and cash equivalents are pledged as security for letters of credit or other collateral established by the Company for certain insurance policies and various other contractual arrangements. |
Accounts Receivable | Accounts ReceivableAccounts receivable represent uncollected balances due from retail customers and partners to which we sell the white labeled version of our products and technology (“Bird Platform”). Amounts are recorded at the invoice value, net of an allowance for doubtful accounts. |
Inventory, net | Inventory, net Inventory consists of vehicles and spare parts available for sale, valued at the lower of cost based on an average cost method or net realizable value. This valuation requires the Company to make judgments, based on currently available information. The average cost of inventory consists of the price paid for the aforementioned vehicles and spare parts plus freight from manufacturers and any customs or duties incurred. Inventory is comprised entirely of finished goods. |
Vehicle Deposits | Vehicle Deposits Vehicle deposits consist of prepayments on vehicles and spare parts to which the Company does not yet have title. |
Vehicles, net | Vehicles, net Vehicles consist of vehicles that are used within the Company’s Sharing business. The capitalized cost of vehicles includes freight from manufacturers and any customs or duties incurred. The vehicles balance is comprised of those vehicles that are in transit from the contract manufacturer to Bird, held by Bird but not yet deployed in market, and those that are deployed in market and available for use in our Sharing business. We recognize depreciation related to the vehicles used in our Sharing business using a usage-based depreciation methodology based on the number of rides taken by customers. The estimated total number of lifetime rides of our vehicles are based on many factors, including historical ride information and any anticipated changes to future vehicle utilization. Spare parts are expensed as a cost of revenue when used by the Company for vehicle maintenance and repairs. The Company updates its estimated useful life assumption based on changes in activity of the vehicles and accelerates depreciation on vehicles that have been determined to be no longer active. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. The Company accounts for uncertainty in tax positions recognized in the consolidated financial statements by recognizing a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews its deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences, and tax planning strategies. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated statements of operations. |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from one year to five years as shown in the table below. Useful lives used to depreciate our property and equipment are assessed periodically and adjusted when warranted. Additions, replacements, and improvements that extend the asset’s useful life are capitalized. Maintenance and repairs that do not enhance or extend the asset’s useful life are charged to expense as incurred. |
Evaluation of Long-Lived Assets for Impairment | Evaluation of Long-Lived Assets for ImpairmentThe Company evaluates its held-and-used long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset or asset group (collectively, the “asset group”) may not be recoverable. The Company measures the recoverability of the asset group by comparing the carrying amount of such asset group to the future undiscounted cash flows it expects the asset group to generate. If the Company considers the asset group to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset group exceeds its fair value. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations and is allocated to reporting units expected to benefit from the business combinations. The Company tests goodwill for impairment at least annually at the reporting unit level, in the fourth quarter, or whenever events or changes in circumstances indicate that the fair value of net assets has decreased below its carrying value. Application of the goodwill impairment test requires judgement, including identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. The Company operates three reporting units, which are the same as its reporting segments described in Note 16. When testing goodwill for impairment, in accordance with Accounting Standard Update (“ASU”) 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, the Company first assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of events and circumstances, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, the Company proceeds to the quantitative assessment. The quantitative assessment compares the estimated fair value of a reporting unit to its carrying value, including goodwill. If the fair value exceeds the carrying value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the carrying value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. |
Derivative Liabilities | Derivative Liabilities Earnout Shares In connection with the execution of the Business Combination Agreement, the Company designated 30,000,000 shares of Class A Common Stock (“Earnout Shares”) to be issued to all Eligible Equity Holders (as defined below), subject to occurrence during the Earnout Period (as defined below) of the Earnout Triggering Events (as defined below). An “Eligible Equity Holder” means a holder of a share of common stock, including a share of restricted stock, a stock option or an RSU of Bird Rides, in each case, immediately prior to the consummation of the Business Combination. The “Earnout Period” means the five • “Earnout Triggering Event I” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period; • “Earnout Triggering Event II” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $20.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period; and • “Earnout Triggering Event III” is the date on which the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the NYSE is greater than or equal to $30.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. Of the 30,000,000 Earnout Shares, 27,925,828 shares are designated for the holders of common stock of Bird Rides immediately prior to the consummation of the Business Combination and are not subject to a continued service requirement. This portion of the Earnout Shares is classified as a liability due to failure to meet the equity classification criteria under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815-40. The Earnout Shares liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the liability-classified Earnout Shares based on multiple stock price paths on a monthly basis over the Earnout Period, developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date. Switchback Founder Earn Back Shares In connection with the execution of the Business Combination Agreement, NGP Switchback II, LLC, a Delaware limited liability company (the “Sponsor”), and certain officers and directors of Switchback entered into an amendment to the letter agreement, dated January 7, 2021 (the “Letter Agreement Amendment”), pursuant to which, among other things, the parties agreed, effective upon the consummation of the Business Combination, to subject to potential forfeiture (on a pro rata basis) an aggregate of 1,976,563 shares of Class A Common Stock held by them (“Switchback Founder Earn Back Shares”), of which (i) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE is greater than or equal to $12.50 for any ten trading days within any 20 consecutive trading day period within the Earnout Period and (ii) 988,281 Switchback Founder Earn Back Shares will no longer be subject to potential forfeiture if the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE is greater than or equal to $15.00 for any ten trading days within any 20 consecutive trading day period within the Earnout Period. The Switchback Founder Earn Back Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Switchback Founder Earn Back Shares liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the liability-classified Switchback Earn Back Shares based on multiple stock price paths on a monthly basis over the Earnout Period, developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date. C-1 Warrants and Private Placement Warrants Immediately after giving effect to the Business Combination, there were outstanding 59,908 warrants to purchase one share of Class A Common Stock at an exercise price of $13.36 per share (the “C-1 Warrants”) and 6,550,000 private placement warrants from Switchback (the “Private Placement Warrants”) to purchase one share of Class A Common Stock at the exercise price of $11.50 per share, subject to certain redemption rights. The C-1 Warrants and Private Placement Warrants are classified as liabilities due to failure to meet the equity classification criteria under ASC 815-40. The C-1 Warrants and Private Placement Warrants liabilities were measured at fair value on the date of grant. Both financial instruments are remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. The Company calculated the grant-date fair value of the C-1 Warrants and Private Placement Warrants based on the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model considers several variables and assumptions in estimating the fair value of financial instruments, including the per-share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected stock price volatility over the expected term, and expected annual dividend yield. The Company calculated the expected term as the contractual expiration period. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term. The Company’s Class A Common Stock does not have sufficient trading history and, therefore, the Company used the historical volatility of the stock prices of similar publicly traded peer companies. The Company utilized a dividend yield of zero, as it had no history or plan of declaring dividends on its common stock. Public Warrants Immediately after giving effect to the Business Combination, the Company assumed 6,324,972 public warrants from Switchback (the “Public Warrants”). Each warrant entitles the registered holder to purchase one share of Class A Common Stock at the exercise price of $11.50 per share. The Public Warrants are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Public Warrants liability was measured at fair value at the effective time of the Acquisition Merger, and is remeasured at fair value through other income (expense) at each subsequent reporting period, most recently as of December 31, 2021. |
Fair Value Measurement | Fair Value Measurements GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market or, if none exists, the most advantageous market, for the specific asset or liability at the measurement date (referred to as the “exit price”). Fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability, including consideration of non-performance risk. The Company discloses and recognizes the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy indicates the extent to which inputs used in measuring fair value are observable in the market. • Level 1: Inputs that reflect quoted prices for identical assets or liabilities in active markets that are observable. • Level 2: Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. • Level 3: Inputs that are unobservable to the extent that observable inputs are not available for the asset or liability at the measurement date and include management’s judgment about assumptions market participants would use in pricing the asset or liability. Assets Measured at Fair Value on a Recurring Basis The carrying amounts of the Company’s cash equivalents, restricted cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate their respective fair values due to their short-term nature. The Company’s assets and liabilities listed above are based on Level 1 inputs. The Company’s derivative liabilities, such as Earnout Shares, Switchback Earn Back Shares, C-1 Warrants, Private Placement Warrants, and Public Warrants, are remeasured at fair value through other income (expense) at each reporting period. Such fair value measurements are predominantly based on Level 3 inputs, with the exception of the Public Warrants, which are based on Level 1 inputs. Assets Measured at Fair Value on a Non-Recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, and property and equipment are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash and cash equivalents, restricted cash and cash equivalents, and accounts receivable. Cash and cash equivalents, and restricted cash and cash equivalents, primarily consist of cash deposits and money market securities, and all cash and money market investments are deposited with institutions management believes are of high credit quality. The Company has not experienced any material losses related to these concentrations during the periods presented. |
Revenue Recognition | Revenue Recognition For the years ended December 31, 2021, and 2020, the Company recognized revenue from rides taken by individual users of the Bird mobile application (the “Bird App”) as part of Sharing, which the Company accounts for pursuant to ASC 840, Leases . Additionally, the Company recognized revenue from Product Sales, primarily comprised of vehicles sales, pursuant to ASC 606, Revenue from Contracts with Customers . Sales taxes, including value added taxes, are excluded from reported revenue. Sharing The Company’s technology platform enables users to participate in the Company’s Sharing program. To use a vehicle, the user contracts with the Company via acceptance of the Bird Rental Agreement and pays for the ride from a preloaded wallet balance, on a per-ride basis. The user must use the Bird App to access the shared vehicles and must end the ride on the Bird App to conclude the trip. The Company is responsible for providing access to the vehicles over the user’s desired period of use. The Company accounts for these revenues as operating lease revenue pursuant to ASC 840, Leases , and records revenue upon completion of each ride. The Company treats any credit, coupon, or rider incentive as a reduction to the revenue for the ride in the period to which it relates. Product Sales The Company sells vehicles directly to distributors, retailers, and consumers, generating Product Sales revenue. Revenue is generally recognized, net of taxes, upon fulfillment per the contractual delivery terms, as that is when title and control transfers to the customer and the performance obligation is considered fully satisfied. For sales direct to consumers, the Company has a 30-day return policy, during which a customer can return a vehicle for a full refund. There is no history of material returns across any of the Product Sales channels. The Company also guarantees Product Sales with a one-year limited warranty. Disaggregation of Revenue The Company disaggregates revenue into the Sharing and Product Sales categories disclosed on the consolidated statement of operations. Disaggregating revenue into these categories achieves the disclosure objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Further disaggregation is presented in the segment footnote for revenues generated from North America, Europe, Middle East, and Africa (“EMEA”), and Other. Deferred Revenue Deferred revenue primarily consists of wallet payments made by customers. In connection with its Sharing business, Bird requires a wallet balance to be maintained in most countries to ensure cash collection for rides. An immaterial portion of deferred revenue also consists of deposits made by Product Sales customers for the purchase of vehicles and parts that have not yet been delivered. Practical Expedients and Exemptions The Company elected to use the practical expedient that allows it to expense the costs incurred to obtain a contract when the amortization period is one year or less. |
Tariff Reimbursement | Tariff ReimbursementThe U.S. government imposed Section 301 tariffs (the “Tariffs”) on certain goods imported from China into the United States, including Bird vehicles. Accordingly, the Company paid the required 25% Tariffs for the import of vehicles into the United States. The costs associated with the Tariffs were capitalized as part of the associated costs of the vehicles when the vehicles were purchased during fiscal years 2018 and 2019. The costs were then depreciated and included in the consolidated statement of operations consistent with our vehicle depreciation policy, with most of the expense being recognized in fiscal years 2018 and 2019. In the first quarter of 2020, after filing protests and posting summary corrections, a ruling from the U.S. Custom and Border Protection Agency determined our vehicles were exempted from the Tariffs both retroactively and into the future and we therefore recognized a $25.0 million benefit to the consolidated statements of operations in the first quarter of 2020. The Tariffs resumed effective January 1, 2021 and continue to remain in effect. On November 30, 2021 the Company filed an application for exemption from the Tariffs that, if approved, may be retroactively applied to 2021. The Company has not received a decision on the application, and therefore, has continued to pay for the Tariffs and capitalize the cost. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company measures and recognizes compensation expense for all stock-based awards granted to employees and non-employees, including stock options and RSUs, based on the grant-date fair value of the award. Stock Options Stock options granted to employees contained only service-based vesting conditions, and generally vest over a total of four years pursuant to two different vesting schedules. Under one vesting schedule, one-fourth of the total award vests on the one-year anniversary of the vesting commencement date, followed by monthly vesting for the final three years. Under the second vesting schedule, the award vests on a monthly basis over the four The fair value of stock options that vest solely based on a service-based vesting condition is determined by the Black-Scholes-Merton Option pricing model on the date of the grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgements about the variables used in the Black-Scholes-Merton option pricing model, including the expected term, expected volatility, risk-free interest rate, and dividend yield. As the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior, the Company determines the expected term based on the average period the stock options are expected to remain outstanding. For stock options, expected term is calculated as the mid-point of the stock options’ vest term and contractual expiration period. The grant-date fair value is recognized as compensation expense, on a straight-line basis, over the period during which the employee or non-employee is required to provide service in exchange for the award. RSUs Prior to November 2021, RSUs granted by the Company were eligible to vest upon the satisfaction of both a service-based vesting condition, generally four years pursuant to the two vesting schedules, and a liquidity event-related performance vesting condition. Under one vesting schedule, one-fourth of the total award vests on the one-year anniversary of the applicable vesting commencement date, followed by quarterly vesting for the final three years. Under the second vesting schedule, the award vests on a quarterly basis over the four The fair value of these RSUs was estimated based on the fair value of the common stock of Bird Rides on the date of grant. Upon the consummation of the Business Combination, the Company recorded cumulative stock-based compensation expense, using the accelerated attribution method, as of the closing date for those RSUs for which the service-vesting condition had been satisfied. Stock-based compensation expense related to the those RSUs for which the service-vesting condition had not been satisfied will be recorded over the remaining requisite service period using the accelerated attribution method. In conjunction with the consummation of the Business Combination, the Company issued RSU awards to certain employees that vest upon the satisfaction of both service-based and market-based vesting conditions (the “Management Award RSUs”). The service-based vesting condition for the Management Award RSUs is satisfied over four years. The market-based vesting conditions are satisfied upon achievement of each of the Earnout Triggering Events. The fair value of the Management Award RSUs is determined using a Monte Carlo simulation model. The associated stock-based compensation expense is recorded over the derived service period, using the accelerated attribution method. If the Earnout Triggering Events are achieved sooner than the derived service period, the Company will adjust the stock-based compensation expense to reflect the cumulative expense associated with the awards. Subject to continued service by these employees, stock-based compensation expense is recognized over the requisite service period, regardless of whether the Earnout Triggering Events are achieved. Since November 2021, with the exception of the Management Award RSUs, RSUs granted to employees generally contain only service-based vesting conditions, and generally vest over four years in accordance with the two vesting schedules previously described. The fair value of RSUs is determined using the closing price of the Company’s Class A Common Stock on the grant date. The associated stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Common Stock Prior to November 2021, the fair value of the common stock underlying the stock option awards and RSUs was determined by our board of directors. Given the absence of a public trading market, our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved. These factors included, but were not limited to; • the results of contemporaneous unrelated third-party valuations of the Company’s common stock; • the prices of the recent redeemable convertible preferred stock sales by the Company to investors; • the rights, preferences, and privileges of preferred stock relative to those of common stock; • market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions; • the Company’s performance and market position relative to competitors, which is subject to change from time to time; • the Company’s historical financial results and estimated trends and prospects for the Company’s future performance; • the economic and competitive environment; • the Company’s financial condition, results of operations, and capital resources; • the industry outlook; • the valuation of comparable companies; and • the likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions. Forfeiture The Company accounts for forfeitures as they occur. In the case of awards being forfeited because of a failure to satisfy a service-based vesting condition, previously recognized stock-based compensation expense is reversed in the period of the forfeiture. |
Foreign Currency Translations and Transactions | Foreign Currency Translations and TransactionsThe reporting currency of the Company is the U.S. dollar. The functional currency of our foreign operations generally is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses of foreign subsidiaries are translated at the average exchange rate during the period. Translation gains or losses are included as a component of accumulated other comprehensive loss in the accompanying consolidated statements of redeemable convertible preferred stock and stockholders’ equity (deficit). Realized and unrealized gains or losses on remeasurement of foreign currency transactions are included as a component of other income, net in the accompanying consolidated statements of operations. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is based on the weighted-average effect of all shares of common stock issued and outstanding and is calculated by dividing net loss attributable to common stockholders by the weighted-average shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock used in the basic loss per share calculation plus the number of shares of common stock that would be issued assuming exercise or conversion of all potentially dilutive instruments. We exclude equity instruments from the calculation of diluted loss per share if the effect of including such instruments is anti-dilutive. Since we are in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. The rights, including the liquidation and dividend rights, of the Class A Common Stock, Class B Common Stock, and Class X Common Stock are substantially identical. Accordingly, the Class A Common Stock and Class X Common Stock shared proportionately in the Company’s net losses. No shares of Class B Common Stock were issued and outstanding as of December 31, 2021. Shares of redeemable convertible preferred stock and founders convertible preferred stock are considered participating securities. As they do not participate in losses of the Company, the two-class method would yield the same results as the basic net loss per share calculation. As of December 31, 2021, there were no shares of redeemable convertible preferred stock, redeemable convertible prime preferred stock, redeemable convertible senior preferred stock or founders convertible preferred stock issued and outstanding. |
Recent Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recent Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 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. This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an entity to use a current expected credit loss methodology to measure impairments of certain financial assets and to recognize an allowance for its estimate of lifetime expected credit losses. The main objective of this update is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The Company adopted this guidance on January 1, 2021. The adoption of the guidance did not have a material impact on the consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842), which introduces a lessee model that brings most leases on the balance sheet and aligns many of the underlying principles of the new lessor model with those in the new revenue recognition standard. The FASB also subsequently issued guidance amending and clarifying various aspects of the new leases guidance. The new leasing standard represents a wholesale change to lease accounting for lessees and requires additional disclosures regarding leasing arrangements. This update is effective for annual periods beginning January 1, 2022, and interim periods beginning January 1, 2023, with early adoption permitted. The Company is in the process of evaluating its impact. The Company does not believe there are any other recently issued and effective or not yet effective pronouncements that would have or are expected to have any significant effect on the Company’s financial position, results of operations, or cash flows. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Estimated Useful Life Computer hardware, software, and equipment One Furniture and fixtures Three years Leasehold improvements Shorter of estimated useful life or lease term The Company’s property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer hardware, software, and equipment $ 2,438 $ 5,009 Leasehold improvements 1,354 1,354 Furniture and fixtures 2,231 2,389 Less: Accumulated depreciation (4,497) (4,600) Total property and equipment, net $ 1,526 $ 4,152 The Company’s vehicles, net consists of the following (in thousands): December 31, 2021 2020 Deployed vehicles $ 93,192 $ 69,944 Undeployed vehicles 46,867 24,676 Spare parts 10,009 15,000 Less: Accumulated depreciation (31,119) (28,515) Total vehicles, net $ 118,949 $ 81,105 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table details the fair value measurements of derivative liabilities that are measured at a fair value on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Total Earnout Shares $ — $ — $ 106,003 $ 106,003 Switchback Founder Earn Back Shares — — 9,087 9,087 Private Placement Warrants — — 14,148 14,148 Public Warrants 6,515 — — 6,515 C-1 Warrants — — 443 443 Total $ 6,515 $ — $ 129,681 $ 136,196 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Estimated Useful Life Computer hardware, software, and equipment One Furniture and fixtures Three years Leasehold improvements Shorter of estimated useful life or lease term The Company’s property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer hardware, software, and equipment $ 2,438 $ 5,009 Leasehold improvements 1,354 1,354 Furniture and fixtures 2,231 2,389 Less: Accumulated depreciation (4,497) (4,600) Total property and equipment, net $ 1,526 $ 4,152 The Company’s vehicles, net consists of the following (in thousands): December 31, 2021 2020 Deployed vehicles $ 93,192 $ 69,944 Undeployed vehicles 46,867 24,676 Spare parts 10,009 15,000 Less: Accumulated depreciation (31,119) (28,515) Total vehicles, net $ 118,949 $ 81,105 |
Vehicles, net (Tables)
Vehicles, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Estimated Useful Life Computer hardware, software, and equipment One Furniture and fixtures Three years Leasehold improvements Shorter of estimated useful life or lease term The Company’s property and equipment, net consists of the following (in thousands): December 31, 2021 2020 Computer hardware, software, and equipment $ 2,438 $ 5,009 Leasehold improvements 1,354 1,354 Furniture and fixtures 2,231 2,389 Less: Accumulated depreciation (4,497) (4,600) Total property and equipment, net $ 1,526 $ 4,152 The Company’s vehicles, net consists of the following (in thousands): December 31, 2021 2020 Deployed vehicles $ 93,192 $ 69,944 Undeployed vehicles 46,867 24,676 Spare parts 10,009 15,000 Less: Accumulated depreciation (31,119) (28,515) Total vehicles, net $ 118,949 $ 81,105 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price, which was prepared with the assistance of a valuation specialist, was allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date as follows (in thousands): Fair Value Assets acquired: Current assets $ 68,667 Vehicles 140 Intangible assets: Customer relationships 1,621 Government relationships 3,838 Net liabilities assumed (975) Total assets acquired, net $ 73,291 Total purchase price $ 190,000 Goodwill $ 116,709 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment during the years ended December 31, 2021 and 2020 were as follows (in thousands): North Europe, Other Balance as of December 31, 2019 $ 1,296 $ — $ — Acquisitions — 116,709 — Foreign currency translation adjustment — 13,250 — Balance as of December 31, 2020 1,296 129,959 $ — Foreign currency translation adjustment — (10,086) — Balance as of December 31, 2021 $ 1,296 $ 119,873 $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The U.S. and foreign components of loss before provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 U.S. $ (189,706) $ (105,235) Foreign (6,418) (102,931) Loss before income taxes $ (196,124) $ (208,166) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Current Federal $ — $ — State 31 38 Foreign 178 26 Total current tax expense $ 209 $ 64 Deferred Federal $ — $ — State — — Foreign — — Total deferred tax expense — — Total provision for income taxes $ 209 $ 64 |
Schedule of Effective Income Tax Rate Reconciliation | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2021 and 2020: December 31, 2021 2020 Federal statutory income tax rate 21.0% 21.0% Mark-to-market adjustments of Earnout and Earn Back Shares 5.5% 0.0% Executive compensation (4.7)% 0.0% Valuation allowance (22.8)% (22.9)% Other 1.0% 1.9% Effective income tax rate (0.1)% 0.0% |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes for the years ended December 31, 2021 and 2020 consist of the following (in thousands): December 31, 2021 2020 Deferred tax assets Net operating losses $ 279,695 $ 240,128 Other 22,994 8,986 Total deferred tax assets $ 302,689 $ 249,114 Deferred tax liabilities Property and equipment, net $ (7,780) $ (2,903) Other (759) (578) Total deferred tax liabilities $ (8,539) $ (3,481) Less: Valuation allowance (294,150) (245,633) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reflects changes in gross unrecognized tax benefits for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Unrecognized tax benefits at beginning of year $ 13,993 $ 10,743 Gross increases—current year positions 4,842 3,250 Gross decreases—prior year positions (6,377) $ — Unrecognized tax benefits at end of year $ 12,458 $ 13,993 |
Summary of Income Tax Examinations | As of December 31, 2021, the open tax years for the Company’s major tax jurisdictions are as follows: Jurisdiction Tax Years U.S. Federal 2017-2020 U.S. State 2017-2020 Netherlands 2019-2020 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The components of accrued expenses were as follows (in thousands): December 31, 2021 2020 Accrued legal and regulatory expenses $ 11,787 $ 6,585 Accrued other 19,641 13,419 Total accrued expenses $ 31,428 $ 20,004 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the years ended December 31, 2021 and 2020: Number of Options Outstanding Weighted-Average Aggregate Weighted-Average As of December 31, 2019 15,493,863 $ 3.00 12,800 8.07 Granted 11,191,955 0.20 Exercised (4,851,991) (0.18) Forfeited and canceled (4,704,054) (0.59) Expired (205,365) (0.69) As of December 31, 2020 16,924,408 $ 0.20 40,909 9.21 Granted 226,631 6.36 Exercised (2,356,045) (0.17) Forfeited and canceled (2,291,442) (0.24) Expired (82,068) (0.20) As of December 31, 2021 12,421,484 $ 0.30 72,940 8.21 Vested and expected to vest as of December 31, 2021 12,421,484 0.30 72,940 8.21 Exercisable as of December 31, 2021 7,219,298 $ 0.22 42,923 8.10 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average fair value of stock options granted was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: December 31, 2021 2020 Expected term (in years) 5.91 5.92 Risk-free interest rate 1.7% 0.7% Expected volatility 50.8% 46.1% Expected dividend yield —% —% |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes the activity of the other RSAs outstanding, which are subject to vesting, generally monthly over 48 months, for the years ended December 31, 2021 and 2020: Number Aggregate intrinsic Weighted Average Nonvested at December 31, 2019 707,438 $ 2,558 $ 0.22 Granted — — Vested (385,875) $ 0.22 Forfeited — — Nonvested at December 31, 2020 321,563 $ 768 $ 0.22 Granted — — Vested (321,563) $ 0.22 Forfeited — — Unvested at December 31, 2021 — $ — $ — Vested at December 31, 2021 1,582,741 $ 9,417 $ 0.22 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes total stock-based compensation expense for the years ended December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Cost of revenue $ — $ 15 Selling and marketing 2,714 895 Research and development 5,182 892 General and administrative 78,735 4,372 Total $ 86,631 $ 6,174 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes the RSU activity for the year ended December 31, 2021: Number of Weighted Average Balance at December 31, 2020 — $ — Granted 53,936,290 6.88 Canceled (21,619) $ (8.16) Forfeited (676,280) $ (7.57) Balance at December 31, 2021 53,238,391 $ 6.87 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020 (in thousands, except per share amounts): December 31, 2021 2020 Numerator: Net loss $ (196,333) $ (208,230) Adjustment to net loss attributable to common stockholders (15,540) — Net loss attributable to common stockholders $ (211,873) $ (208,230) Denominator: Basic and diluted weighted-average shares outstanding 84,261 37,367 Loss per share: Basic and diluted loss per share $ (2.51) $ (5.57) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented (in thousands): December 31, 2021 2020 Redeemable convertible preferred shares — 135,225 Founders convertible preferred stock — 3,993 Unvested shares of common stock — 4,032 Stock options 12,421 16,925 RSUs 24,166 — Management Award RSUs 29,073 — Early exercises of stock options 309 2,521 Warrants to purchase redeemable convertible preferred stock — 94 Warrants to purchase Class A common stock 12,935 — Contingently issuable shares 1,977 — Total 80,881 162,790 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under the Company’s operating lease agreements with initial or remaining noncancelable lease terms in excess of one year as of December 31, 2021 were as follows (in thousands): Year Ended December 31, Amount 2022 $ 4,410 2023 1,954 2024 94 2025 84 2026 84 Thereafter — Total future lease payments $ 6,626 |
Unrecorded Unconditional Purchase Obligations Disclosure | As of December 31, 2021, the Company has commitments to purchase software and hosting services as follows (in millions): Year Ended December 31, Amount 2022 $ 12,206 2023 12,951 2024 12,358 2025 12,718 Total $ 50,233 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table provides information about the Company’s segments and a reconciliation of the total segment gross margin to loss from operations for the years ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 North America EMEA Other Total North America EMEA Other Total Revenues: Sharing $ 142,476 44,703 148 187,327 $ 57,704 22,198 39 79,941 Product sales 16,104 1,711 — 17,815 12,213 2,275 172 14,660 Total revenues 158,580 46,414 148 205,142 69,917 24,473 211 94,601 Cost of sharing, exclusive of depreciation 78,299 22,720 42 101,061 40,532 30,339 757 71,628 Cost of product sales 16,189 1,148 3 17,340 14,220 8,324 172 22,716 Depreciation on sharing vehicles 21,831 25,483 21 47,335 11,456 11,929 406 23,791 Gross margin $ 42,261 (2,937) 82 39,406 $ 3,709 (26,119) (1,124) (23,534) Reconciling items: Total expenses $ 235,530 $ 184,632 Loss before income taxes $ (196,124) $ (208,166) |
Description of Business - Narra
Description of Business - Narrative (Details) | Nov. 04, 2021$ / sharesshares | Nov. 03, 2021$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Reverse Recapitalization [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.0001 | $ 0.000001 | |
Sale of stock, number of shares issued in transaction | shares | 16,000,000 | |||
Sale of stock, price per share (usd per share) | $ 10 | |||
Warrants, each whole warrant exercisable for one share of Class A Common Stock | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 0.20 | |||
Warrants, each whole warrant exercisable for one share of Class A Common Stock | Switchback | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 0.20 | |||
Class A Common Stock, par value $0.0001 per share | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 1 | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class A Common Stock, par value $0.0001 per share | Switchback | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 1 | 1 | ||
Class B Common Stock | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 1 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Common Class X | ||||
Reverse Recapitalization [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | Nov. 05, 2021tradingDay$ / sharesshares | Oct. 31, 2021 | Dec. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Nov. 05, 2022$ / shares | Nov. 04, 2021shares |
Property, Plant and Equipment [Line Items] | |||||||||
Restricted cash and cash equivalents—current | $ | $ 30,142 | $ 30,142 | $ 9,609 | ||||||
Restricted cash and cash equivalents—non current | $ | $ 1,203 | 1,203 | 1,000 | ||||||
Tariff reimbursement | $ | $ 25,000 | $ 0 | $ 24,986 | $ 0 | |||||
Common stock, shares issued (shares) | 47,713,169 | ||||||||
Common stock, shares outstanding (shares) | 47,713,169 | ||||||||
Preferred stock, shares issued (shares) | 0 | 0 | 3,993,432 | ||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | 3,993,432 | ||||||
Stock options | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
RSUs | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Performance Shares | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting period | 4 years | 4 years | |||||||
C-1 Warrants | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warrant oustanding | 59,908 | ||||||||
Number of securities called by each warrant | 1 | ||||||||
Exercise price of warrants (usd per share) | $ / shares | $ 13.36 | ||||||||
Private Placement Warrants | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warrant oustanding | 6,550,000 | ||||||||
Number of securities called by each warrant | 1 | ||||||||
Public Warrants | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warrant oustanding | 6,324,972 | ||||||||
Number of securities called by each warrant | 1 | ||||||||
Exercise price of warrants (usd per share) | $ / shares | $ 11.50 | ||||||||
Share-based Payment Arrangement, Tranche One | Stock options | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Vesting percentage | 25.00% | ||||||||
Share-based Payment Arrangement, Tranche One | RSUs | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Share-based Payment Arrangement, Tranche Two | Stock options | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Vesting period | 3 years | ||||||||
Minimum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, plant and equipment, useful life | 1 year | ||||||||
Maximum | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property, plant and equipment, useful life | 5 years | ||||||||
Standby Letters of Credit | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Letters of credit | $ | $ 25,600 | $ 25,600 | $ 5,300 | ||||||
Class A Common Stock, par value $0.0001 per share | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, shares issued (shares) | 238,089,017 | 238,089,017 | |||||||
Common stock, shares outstanding (shares) | 238,089,017 | 238,089,017 | |||||||
Class A Common Stock, par value $0.0001 per share | Earnout Shares | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, shares | 30,000,000 | ||||||||
Earnout period | 5 years | ||||||||
Class A Common Stock, par value $0.0001 per share | Earnout Shares | Derivative Instrument, Period, One | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (usd per share) | $ / shares | $ 12.50 | ||||||||
Threshold trading days | tradingDay | 10 | ||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||
Class A Common Stock, par value $0.0001 per share | Earnout Shares | Derivative Instrument, Period, Two | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (usd per share) | $ / shares | $ 20 | ||||||||
Threshold trading days | tradingDay | 10 | ||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||
Class A Common Stock, par value $0.0001 per share | Earnout Shares | Derivative Instrument, Period, Three | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (usd per share) | $ / shares | $ 30 | ||||||||
Threshold trading days | tradingDay | 10 | ||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||
Class A Common Stock, par value $0.0001 per share | Switchback Founder Earn Back Shares | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, shares | 1,976,563 | ||||||||
Class A Common Stock, par value $0.0001 per share | Switchback Founder Earn Back Shares | Derivative Instrument, Period, One | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, shares | 988,281 | ||||||||
Threshold trading days | tradingDay | 10 | ||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||
Class A Common Stock, par value $0.0001 per share | Switchback Founder Earn Back Shares | Derivative Instrument, Period, One | Forecast | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (usd per share) | $ / shares | $ 12.50 | ||||||||
Class A Common Stock, par value $0.0001 per share | Switchback Founder Earn Back Shares | Derivative Instrument, Period, Two | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, shares | 988,281 | ||||||||
Threshold trading days | tradingDay | 10 | ||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||
Class A Common Stock, par value $0.0001 per share | Switchback Founder Earn Back Shares | Derivative Instrument, Period, Two | Forecast | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (usd per share) | $ / shares | $ 15 | ||||||||
Class A Common Stock, par value $0.0001 per share | Holders Of Common Stock Of Bird Rides Immediately Prior To Business Combination | Earnout Shares | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Derivative instrument, contingent consideration, liability, shares | 27,925,828 | ||||||||
Class B Common Stock | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, shares issued (shares) | 0 | 0 | |||||||
Common stock, shares outstanding (shares) | 0 | 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Minimum | Computer hardware, software, and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Maximum | Computer hardware, software, and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value Recurring (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Derivative liability | $ 136,196 | |
Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 106,003 | |
Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 9,087 | |
Private Placement Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 14,148 | |
Public Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 6,515 | |
C-1 Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 443 | |
Level 1 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 6,515 | |
Level 1 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Private Placement Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 1 | Public Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 6,515 | |
Level 1 | C-1 Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Private Placement Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | Public Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 2 | C-1 Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 3 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 129,681 | $ 1,100 |
Level 3 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 106,003 | |
Level 3 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 9,087 | |
Level 3 | Private Placement Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 14,148 | |
Level 3 | Public Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | 0 | |
Level 3 | C-1 Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liability | $ 443 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liabilities | $ 136,196 | $ 450 |
Mark-to-market adjustments of derivatives liabilities, income (expense) | 51,000 | (100) |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability | 136,196 | |
Level 3 | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability | $ 129,681 | 1,100 |
Derivative liability, current | 600 | |
Derivative liabilities | $ 500 |
Property and Equipment, net - (
Property and Equipment, net - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (4,497) | $ (4,600) |
Property and equipment, net | 1,526 | 4,152 |
Depreciation | 2,800 | 4,600 |
Loss on disposal of property and equipment | 200 | 3,400 |
Computer hardware, software, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,438 | 5,009 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,354 | 1,354 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,231 | $ 2,389 |
Vehicles, net - (Details)
Vehicles, net - (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | $ (4,497) | $ (4,600) |
Property and equipment, net | 1,526 | 4,152 |
Depreciation | 2,800 | 4,600 |
Deployed vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 93,192 | 69,944 |
Undeployed vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,867 | 24,676 |
Spare parts | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,009 | 15,000 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Less: Accumulated depreciation | (31,119) | (28,515) |
Property and equipment, net | 118,949 | 81,105 |
Depreciation | $ 47,300 | $ 23,800 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - LMTS Holding SCA - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Dec. 31, 2020 | |
Business Combination Segment Allocation [Line Items] | ||
Consideration transferred | $ 190 | |
Cash and equivalents | 68.7 | |
Intangible assets | $ 5.5 | |
Acquisition related costs | $ 3.5 |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2020 |
Intangible assets: | |||
Goodwill | $ 121,169 | $ 131,255 | |
LMTS Holding SCA | |||
Assets acquired: | |||
Current assets | $ 68,667 | ||
Vehicles | 140 | ||
Intangible assets: | |||
Intangible assets: | 5,500 | ||
Net liabilities assumed | (975) | ||
Total assets acquired, net | 73,291 | ||
Total purchase price | 190,000 | ||
Goodwill | 116,709 | ||
LMTS Holding SCA | Customer relationships | |||
Intangible assets: | |||
Intangible assets: | 1,621 | ||
LMTS Holding SCA | Government relationships | |||
Intangible assets: | |||
Intangible assets: | $ 3,838 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 131,255 | |
Goodwill, ending balance | 121,169 | $ 131,255 |
North America | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,296 | 1,296 |
Acquisitions | 0 | |
Foreign currency translation adjustment | 0 | 0 |
Goodwill, ending balance | 1,296 | 1,296 |
EMEA | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 129,959 | 0 |
Acquisitions | 116,709 | |
Foreign currency translation adjustment | (10,086) | 13,250 |
Goodwill, ending balance | 119,873 | 129,959 |
Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Acquisitions | 0 | |
Foreign currency translation adjustment | 0 | 0 |
Goodwill, ending balance | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (189,706) | $ (105,235) | |
Foreign | (6,418) | (102,931) | |
Loss before income taxes | $ (196,124) | $ (208,166) | $ (387,206) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 0 | $ 0 | |
State | 31 | 38 | |
Foreign | 178 | 26 | |
Total current tax expense | 209 | 64 | |
Deferred | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Foreign | 0 | 0 | |
Total deferred tax expense | 0 | 0 | |
Loss before income taxes | $ 209 | $ 64 | $ 276 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
Mark-to-market adjustments of Earnout and Earn Back Shares | 5.50% | 0.00% |
Executive compensation | (4.70%) | 0.00% |
Valuation allowance | (22.80%) | (22.90%) |
Other | 1.00% | 1.90% |
Effective income tax rate | (0.10%) | (0.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating losses | $ 279,695 | $ 240,128 |
Other | 22,994 | 8,986 |
Total deferred tax assets | 302,689 | 249,114 |
Deferred tax liabilities | ||
Property and equipment, net | (7,780) | (2,903) |
Other | (759) | (578) |
Total deferred tax liabilities | (8,539) | (3,481) |
Less: Valuation allowance | (294,150) | (245,633) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||
Less: Valuation allowance | $ 294,150,000 | $ 245,633,000 |
Income tax penalties and interest accrued | 0 | 0 |
Social security tax, employer, deferral, CARES act | $ 1,800,000 | |
Repayment of social security tax, employer, deferral, CARES act | 900,000 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Operating loss carryforwards | 524,900,000 | |
State and Local Jurisdiction | Research Tax Credit Carryforward | ||
Income Taxes [Line Items] | ||
Tax credit carryforward, amount | 7,100,000 | |
Domestic Tax Authority | ||
Income Taxes [Line Items] | ||
Less: Valuation allowance | 214,500,000 | |
Operating loss carryforwards, subject to expiration | 1,900,000 | |
Operating loss carryforwards, not subject to expiration | 813,100,000 | |
Domestic Tax Authority | Research Tax Credit Carryforward | ||
Income Taxes [Line Items] | ||
Tax credit carryforward, amount | 6,300,000 | |
Foreign Tax Authority | ||
Income Taxes [Line Items] | ||
Less: Valuation allowance | 79,600,000 | |
Operating loss carryforwards | $ 294,300,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at beginning of year | $ 13,993 | $ 10,743 |
Gross increases—current year positions | 4,842 | 3,250 |
Gross decreases—prior year positions | (6,377) | 0 |
Unrecognized tax benefits at end of year | $ 12,458 | $ 13,993 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued legal and regulatory expenses | $ 11,787 | $ 6,585 |
Accrued other | 19,641 | 13,419 |
Total accrued expenses | $ 31,428 | $ 20,004 |
Notes Payable - Narrative (Deta
Notes Payable - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Jul. 15, 2019 | Jun. 13, 2019 | Jun. 30, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Sep. 30, 2019 | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 09, 2019 | Jun. 30, 2019 |
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 2,304 | $ 0 | $ 1,514 | |||||||||||
Apollo Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 40,000 | $ 150,000 | ||||||||||||
Apollo Credit Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs | 4,000 | |||||||||||||
Apollo Credit Agreement | Subsidiaries | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, collateral amount | 9,800 | |||||||||||||
Apollo Credit Agreement | Subsidiaries | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from long-term lines of credit | 56,700 | |||||||||||||
Long-term line of credit | $ 49,100 | |||||||||||||
Percentage of revenues generated from collateral determining repayment of additional amount of principal outstanding under the facility | 50.00% | |||||||||||||
Debt instrument, covenant, monthly reports delivered, period | 30 days | |||||||||||||
Repayments of long-term lines of credit | $ 7,900 | |||||||||||||
Apollo Credit Agreement | London Interbank Offered Rate (LIBOR) | Subsidiaries | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 8.50% | |||||||||||||
Term Loans | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from long-term lines of credit | $ 50,000 | |||||||||||||
Debt discount | $ 5,000 | |||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||
Term Loans | Secured Debt | DB Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Number of securities called by warrants | 0.2 | |||||||||||||
Exercise price of warrants (usd per share) | $ 20.70 | |||||||||||||
Warrants fair value | $ 5,000 | |||||||||||||
Proceeds from warrant exercises | $ 2,000 | $ 3,000 | ||||||||||||
Term Loans | Secured Debt | 2021 DB Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants fair value | $ 600 | |||||||||||||
Term Loans | Secured Debt | 2020 DB Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from warrant exercises | $ 600 | |||||||||||||
Term Loans | London Interbank Offered Rate (LIBOR) | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 9.50% | |||||||||||||
Initial Term Loan | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 45,000 | |||||||||||||
Proceeds from long-term lines of credit | $ 45,000 | |||||||||||||
Repayments of long-term lines of credit | $ 31,200 | |||||||||||||
Loss on extinguishment of debt | $ 2,300 | |||||||||||||
Incremental Term Loans | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 5,000 | |||||||||||||
Proceeds from long-term lines of credit | $ 5,000 | |||||||||||||
Interest expense, debt | $ 2,200 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Narrative (Details) | Dec. 31, 2021vote_per_share$ / sharesshares | Nov. 04, 2021$ / shares | Nov. 03, 2021$ / shares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (shares) | 241,883,501 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.000001 | $ 0.000001 | |
Common stock, shares issued (shares) | 47,713,169 | |||
Common stock, shares outstanding (shares) | 47,713,169 | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 6,591,055 | ||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.000001 | ||
Preferred stock, shares issued (shares) | 0 | 3,993,432 | ||
Class A Common Stock, par value $0.0001 per share | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (shares) | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (shares) | 238,089,017 | |||
Common stock, shares outstanding (shares) | 238,089,017 | |||
Common stock, votes per share | vote_per_share | 1 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (shares) | 10,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||
Common stock, shares issued (shares) | 0 | |||
Common stock, shares outstanding (shares) | 0 | |||
Common stock, votes per share | vote_per_share | 1 | |||
Common Class X | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (shares) | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares issued (shares) | 34,534,930 | |||
Common stock, shares outstanding (shares) | 34,534,930 | |||
Common stock, votes per share | vote_per_share | 20 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Narrative (Details) - USD ($) | Jan. 01, 2022 | Nov. 04, 2021 | May 10, 2017 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options related to early exercises (shares) | 0 | 2,600,000 | |||
Granted, weighted average fair value (usd per share) | $ 6.97 | $ 0.46 | |||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (shares) | 2,356,045 | 4,851,991 | |||
Granted (shares) | 226,631 | 11,191,955 | |||
Share-based compensation expense | $ 86,631,000 | $ 6,174,000 | |||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 48 months | ||||
Granted (shares) | 0 | 0 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 53,936,290 | ||||
Cost expected to be recognized over service period, amount | $ 176,300,000 | ||||
Stock Options and Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation expense | $ 291,400,000 | ||||
Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (shares) | 0 | 4,200,000 | |||
Share-based compensation expense | $ 0 | $ 700,000 | |||
Management | RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 47,500,000 | ||||
Granted (shares) | 29,100,000 | ||||
Exercise price (usd per share) | $ 8.34 | ||||
Risk-free interest rate | 1.10% | ||||
Expected volatility | 60.00% | ||||
Expected dividend yield | 0.00% | ||||
Management | RSUs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 11 months 21 days | ||||
Management | RSUs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (in years) | 4 years | ||||
Management | RSUs | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price threshold (usd per share) | $ 12.50 | ||||
Management | RSUs | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price threshold (usd per share) | 20 | ||||
Management | RSUs | Share-based Payment Arrangement, Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock price threshold (usd per share) | $ 30 | ||||
2017 Equity Incentive Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 1 year | ||||
2021 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 4 years | ||||
Maximum number of additional shares from previous plan | 17,820,688 | ||||
2021 Equity Incentive Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage increase in share available for issuance | 5.00% | ||||
2021 Equity Incentive Plan | Share-based Payment Arrangement, Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 1 year | ||||
2021 Equity Incentive Plan | Share-based Payment Arrangement, Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award requisite service period | 3 years | ||||
2021 Equity Incentive Plan | Class A Common Stock, par value $0.0001 per share | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (shares) | 59,500,730 | ||||
2021 Equity Incentive Plan | Class A Common Stock, par value $0.0001 per share | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock, shares reserved for future issuance (shares) | 13,732,005 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options Outstanding | |||
Options outstanding, beginning balance (shares) | 16,924,408 | 15,493,863 | |
Granted (shares) | 226,631 | 11,191,955 | |
Exercised (shares) | (2,356,045) | (4,851,991) | |
Forfeited and Canceled (shares) | (2,291,442) | (4,704,054) | |
Expired (shares) | (82,068) | (205,365) | |
Options outstanding, ending balance (shares) | 12,421,484 | 16,924,408 | 15,493,863 |
Weighted-Average Exercise Price Per Share | |||
Weighted-Average Exercise Price Per Share, outstanding beginning balance (usd per share) | $ 0.20 | $ 3 | |
Weighted-Average Exercise Price Per Share, Granted (usd per share) | 6.36 | 0.20 | |
Weighted-Average Exercise Price Per Share. Exercised (usd per share) | (0.17) | (0.18) | |
Weighted-Average Exercise Price Per Share, Forfeited and Canceled (usd per share) | (0.24) | (0.59) | |
Weighted-Average Exercise Price Per Share, Expired (usd per share) | (0.20) | (0.69) | |
Weighted-Average Exercise Price Per Share, outstanding ending balance (usd per share) | $ 0.30 | $ 0.20 | $ 3 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Vested and expected to vest as of end of period (shares) | 12,421,484 | ||
Vested and expected to vest as of end of period (usd per share) | $ 0.30 | ||
Exercisable as of end of period (shares) | 7,219,298 | ||
Exercisable as of end of period (usd per share) | $ 0.22 | ||
Aggregate intrinsic value, outstanding | $ 72,940 | $ 40,909 | $ 12,800 |
Aggregate intrinsic value, outstanding | 72,940 | ||
Aggregate intrinsic value, exercisable | $ 42,923 | ||
Weighted-Average Remaining Contractual Life, outstanding | 8 years 2 months 15 days | 9 years 2 months 15 days | 8 years 25 days |
Weighted-Average Remaining Contractual Life, vested and expected to vest | 8 years 2 months 15 days | ||
Weighted-Average Remaining Contractual Life, exercisable | 8 years 1 month 6 days |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Valuation Assumptions (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 10 months 28 days | 5 years 11 months 1 day |
Risk-free interest rate | 1.70% | 0.70% |
Expected volatility | 50.80% | 46.10% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Schedule of Nonvested Restricted Stock Units Activity (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Beginning balance (shares) | 321,563 | 707,438 |
Granted (shares) | 0 | 0 |
Vested (shares) | (321,563) | (385,875) |
Forfeited (shares) | 0 | 0 |
Ending balance (shares) | 0 | 321,563 |
Aggregate intrinsic value (in thousands) | ||
Aggregate intrinsic value, beginning balance | $ 768 | $ 2,558 |
Aggregate intrinsic value, ending balance | $ 0 | $ 768 |
Weighted Average Grant Date Fair Value | ||
Nonvested, Weighted Average Grant Date Fair Value, beginning balance (usd per share) | $ 0.22 | $ 0.22 |
Granted, Weighted Average Grant Date Fair Value (usd per share) | 0 | 0 |
Vested, Weighted Average Grant Date Fair Value (usd per share) | 0.22 | 0.22 |
Forfeited, Weighted Average Grant Date Fair Value (usd per share) | 0 | 0 |
Nonvested, Weighted Average Grant Date Fair Value, ending balance (usd per share) | $ 0 | $ 0.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] | ||
Vested at end of period (shares) | 1,582,741 | |
Aggregate intrinsic value, Vested | $ 9,417 | |
Vested, Weighted Average Grant Date Fair Value (usd per share) | $ 0.22 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense - Schedule of Restricted Stock Units Activity (Details) - RSUs | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Beginning balance (shares) | shares | 0 |
Granted (shares) | shares | 53,936,290 |
Canceled (shares) | shares | (21,619) |
Forfeited (shares) | shares | (676,280) |
Ending balance (shares) | shares | 53,238,391 |
Weighted Average Grant Date Fair Value | |
Nonvested, Weighted Average Grant Date Fair Value, beginning balance (usd per share) | $ / shares | $ 0 |
Granted, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | 6.88 |
Canceled, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | (8.16) |
Forfeited, Weighted Average Grant Date Fair Value (usd per share) | $ / shares | (7.57) |
Nonvested, Weighted Average Grant Date Fair Value, ending balance (usd per share) | $ / shares | $ 6.87 |
Stock-Based Compensation Expe_8
Stock-Based Compensation Expense - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 86,631 | $ 6,174 | |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 0 | 15 | |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 2,714 | 895 | $ 800 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 5,182 | 892 | 1,200 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 78,735 | $ 4,372 | $ 28,800 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Net loss per share attributable to common stockholders, basic (dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
Net loss per share attributable to common stockholders, diluted (dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
Antidilutive securities excluded from computation of earnings per share, amount | 80,881,000 | 162,790,000 | ||
[1] | Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Net Loss Per Share - Earnings P
Net Loss Per Share - Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Numerator: | ||||
Net loss | $ (196,333) | $ (208,230) | $ (387,482) | |
Adjustment to net loss attributable to common stockholders | (15,540) | 0 | ||
Net loss attributable to common stockholders | $ (211,873) | $ (208,230) | ||
Denominator: | ||||
Basic weighted-average shares outstanding (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Diluted weighted-average shares outstanding (shares) | [1] | 84,260,800 | 37,366,609 | 21,156,933 |
Loss per share: | ||||
Basic loss per share (in dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
Diluted loss per share (in dollars per share) | $ (2.51) | $ (5.57) | $ (18.31) | |
[1] | Weighted-average shares have been retroactively restated to give effect to the Business Combination. |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 80,881,000 | 162,790,000 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 135,225,000 |
Founders Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 3,993,000 |
Unvested shares of common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 4,032,000 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,421,000 | 16,925,000 |
RSUs | Non-Management | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 24,166,000 | 0 |
RSUs | Management | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 29,073,000 | 0 |
Early exercises of stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 309,000 | 2,521,000 |
Warrants, each whole warrant exercisable for one share of Class A Common Stock | Class A Common Stock, par value $0.0001 per share | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 12,935,000 | 0 |
Warrants, each whole warrant exercisable for one share of Class A Common Stock | Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 94,000 |
Contingently issuable shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,977,000 | 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Purchase Commitment [Line Items] | ||
Operating leases, rent expense | $ 8,000 | $ 12,400 |
Unrecorded unconditional purchase obligation | 50,233 | |
Notes payable, future minimum payments due in next 12 months | 49,100 | |
Vehicles | ||
Long-term Purchase Commitment [Line Items] | ||
Unrecorded unconditional purchase obligation | 21,400 | |
Software and Hosting Services | ||
Long-term Purchase Commitment [Line Items] | ||
Unrecorded unconditional purchase obligation, purchases | $ 11,400 | $ 5,600 |
Minimum | ||
Long-term Purchase Commitment [Line Items] | ||
Lessee, operating lease, term | 1 month | |
Maximum | ||
Long-term Purchase Commitment [Line Items] | ||
Lessee, operating lease, term | 5 years |
Commitment and Contingencies _2
Commitment and Contingencies - Operating Lease Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 4,410 |
2023 | 1,954 |
2024 | 94 |
2025 | 84 |
2026 | 84 |
Thereafter | 0 |
Total future lease payments | $ 6,626 |
Commitment and Contingencies _3
Commitment and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 12,206 |
2023 | 12,951 |
2024 | 12,358 |
2025 | 12,718 |
Total | $ 50,233 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 205,142 | $ 94,601 | $ 150,524 |
Depreciation on sharing vehicles | 47,335 | 23,791 | 112,234 |
Gross margin | 39,406 | (23,534) | (135,675) |
Total expenses | 235,530 | 184,632 | |
Loss before income taxes | (196,124) | (208,166) | (387,206) |
Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 187,327 | 79,941 | 140,448 |
Cost of revenue | 101,061 | 71,628 | 153,646 |
Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 17,815 | 14,660 | 10,076 |
Cost of revenue | 17,340 | 22,716 | $ 20,319 |
North America | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 158,580 | 69,917 | |
Depreciation on sharing vehicles | 21,831 | 11,456 | |
Gross margin | 42,261 | 3,709 | |
North America | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 142,476 | 57,704 | |
Cost of revenue | 78,299 | 40,532 | |
North America | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 16,104 | 12,213 | |
Cost of revenue | 16,189 | 14,220 | |
EMEA | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 46,414 | 24,473 | |
Depreciation on sharing vehicles | 25,483 | 11,929 | |
Gross margin | (2,937) | (26,119) | |
EMEA | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 44,703 | 22,198 | |
Cost of revenue | 22,720 | 30,339 | |
EMEA | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,711 | 2,275 | |
Cost of revenue | 1,148 | 8,324 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 148 | 211 | |
Depreciation on sharing vehicles | 21 | 406 | |
Gross margin | 82 | (1,124) | |
Other | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 148 | 39 | |
Cost of revenue | 42 | 757 | |
Other | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 172 | |
Cost of revenue | $ 3 | $ 172 |