Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 01, 2023 | Jun. 30, 2022 | |
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, 2022 | ||
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 | 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 | $ 80.7 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporate information by reference from the registrant’s definitive proxy statement to be filed pursuant to Regulation 14A in connection with the registrant’s 2023 annual meeting of stockholders or an amendment to this Annual Report on Form 10-K to be filed with the Securities and Exchange Commission within 120 days after the close of the fiscal year covered by this Annual Report on Form 10-K. | ||
Entity Central Index Key | 0001861449 | ||
Document Fiscal Year Focus | 2022 | ||
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 $0.0001 per share | ||
Trading Symbol | BRDS | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 286,401,832 | ||
Warrants, each whole warrant exercisable for one share of Class A Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A Common Stock | ||
Trading Symbol | BRDS WS | ||
Security Exchange Name | NYSE | ||
Common Class X | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 34,534,930 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 33,469 | $ 128,556 | |
Restricted cash and cash equivalents—current | 4,978 | 30,142 | |
Accounts receivable, net | 2,188 | 8,397 | |
Inventory | 1,535 | 28,242 | |
Prepaid expenses and other current assets | 22,615 | 33,778 | |
Total current assets | 64,785 | 229,115 | |
Restricted cash and cash equivalents—non current | 598 | 1,203 | |
Vehicle deposits | 48,783 | 117,071 | |
Vehicles, net | 100,088 | 118,949 | |
Goodwill | 0 | 121,169 | |
Other assets | 11,402 | 9,754 | |
Total assets | 225,656 | 597,261 | |
Current liabilities: | |||
Accounts payable | 20,235 | 5,002 | |
Accrued expenses | 33,413 | 31,428 | |
Deferred revenue | 47,820 | 62,439 | |
Notes payable—current | 22,200 | 49,094 | |
Other current liabilities | 10,950 | 5,089 | |
Total current liabilities | 134,618 | 153,052 | |
Notes payable—non current (including $30,100 of Convertible Senior Secured Notes measured at fair value) | 56,205 | 0 | |
Derivative liabilities | 1,892 | 136,196 | |
Other liabilities | 7,831 | 6,282 | |
Total liabilities | 200,546 | 295,530 | |
Commitments and contingencies (Note 15) | |||
Stockholders’ Equity | |||
Class A common stock, $0.0001 par value, 1,000,000,000 authorized, and 262,695,741 and 238,089,017 shares issued and outstanding as of December 31, 2022 and 2021, respectively, and 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, 2022 and 2021 | [1] | 30 | 27 |
Additional paid-in capital | [1] | 1,572,576 | 1,475,300 |
Accumulated other comprehensive income | [1] | (7,621) | 7,538 |
Accumulated deficit | [1] | (1,539,875) | (1,181,134) |
Total stockholders’ equity | [1] | 25,110 | 301,731 |
Total liabilities and stockholders’ equity | $ 225,656 | $ 597,261 | |
[1]Shares of preferred stock and common stock have been retroactively restated to give effect to the Business Combination |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 31, 2022 USD ($) $ / shares shares |
Convertible notes payable, noncurrent | $ | $ 30,100 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common Class A | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 |
Common stock, shares issued (in shares) | 262,695,741 |
Common stock, shares outstanding (in shares) | 238,089,017 |
Common Class X | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized (in shares) | 50,000,000 |
Common stock, shares issued (in shares) | 34,534,930 |
Common stock, shares outstanding (in shares) | 34,534,930 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues: | ||||
Total revenues | $ 244,660 | $ 190,544 | $ 90,105 | |
Cost of revenues: | ||||
Depreciation on sharing vehicles | 59,485 | 47,335 | ||
Impairment of product sales inventory | 31,769 | 0 | 0 | |
Total cost of revenues | 209,955 | 167,879 | 115,992 | |
Gross margin: | ||||
Total gross margin | 34,705 | 22,665 | (25,887) | |
Other operating expenses: | ||||
General and administrative | [1] | 233,810 | 208,536 | 154,372 |
Selling and marketing | [1] | 16,318 | 17,906 | 18,404 |
Research and development | [1] | 40,111 | 31,426 | 34,376 |
Tariff reimbursement | [1] | 0 | 0 | (24,986) |
Impairment of assets | [1] | 215,822 | 0 | 0 |
Total operating expenses | [1] | 506,061 | 257,868 | 182,166 |
Loss from operations | (471,356) | (235,203) | (208,053) | |
Interest expense, net | (10,773) | (6,073) | (6,562) | |
Other income, net | 125,398 | 26,561 | 5,946 | |
Loss before income taxes | (356,731) | (214,715) | (208,669) | |
Provision for income taxes | 2,010 | 209 | 64 | |
Net loss | $ (358,741) | $ (214,924) | $ (208,733) | |
Net loss per share attributable to common stockholders, basic (in dollars per share) | $ (1.29) | $ (2.74) | $ (5.59) | |
Net loss per share attributable to common stockholders, diluted (in dollars per share) | $ (1.29) | $ (2.74) | $ (5.59) | |
Weighted-average shares of common stock, basic (in shares) | [2] | 277,997,031 | 84,260,800 | 37,366,609 |
Weighted-average shares of common stock, diluted (in shares) | [2] | 277,997,031 | 84,260,800 | 37,366,609 |
Sharing | ||||
Revenues: | ||||
Total revenues | $ 231,334 | $ 172,729 | $ 75,445 | |
Cost of revenues: | ||||
Cost of revenue | 106,547 | 103,204 | 69,485 | |
Depreciation on sharing vehicles | 59,485 | 47,335 | 23,791 | |
Gross margin: | ||||
Total gross margin | 65,302 | 22,190 | (17,831) | |
Product sales | ||||
Revenues: | ||||
Total revenues | 13,326 | 17,815 | 14,660 | |
Cost of revenues: | ||||
Cost of revenue | 12,154 | 17,340 | 22,716 | |
Impairment of product sales inventory | 31,769 | 0 | 0 | |
Gross margin: | ||||
Total gross margin | $ (30,597) | $ 475 | $ (8,056) | |
[1] (1) Includes stock-based compensation expense as follows: December 31, 2022 2021 2020 Cost of revenue $ — $ — $ 15 General and administrative 80,148 78,735 4,372 Selling and marketing 2,352 2,714 895 Research and development 12,835 5,182 892 Stock-based compensation expense $ 95,335 $ 86,631 $ 6,174 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (358,741) | $ (214,924) | $ (208,733) |
Other comprehensive (loss) income, net of tax: | |||
Change in currency translation adjustment | (15,159) | (2,155) | 10,363 |
Other comprehensive (loss) income | (15,159) | (2,155) | 10,363 |
Total comprehensive loss | $ (373,900) | $ (217,079) | $ (198,370) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Conversion of Redeemable Convertible Preferred Stock to Common Stock | Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock 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 | Founders Convertible Preferred Stock | Common Stock | Common Stock Conversion of Redeemable Convertible Preferred Stock to Common Stock | Common Stock Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock | 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 | Additional Paid-In Capital | Additional Paid-In Capital Conversion of Redeemable Convertible Preferred Stock to Common Stock | Additional Paid-In Capital Conversion of Common Stock to Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock | Additional Paid-In Capital Conversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders Convertible Preferred Stock to Common Stock | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Redeemable Convertible Preferred Stock | Series D Preferred Stock | Series D and D-2 Redeemable Convertible Preferred Stock | Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock | Redeemable Convertible Senior Preferred Stock | |
Beginning balance (in shares) at Dec. 31, 2019 | 118,763,872 | 0 | 0 | ||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ 802,571 | $ 0 | $ 0 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock, net of issuance costs (shares) | 3,524,037 | ||||||||||||||||||||
Issuance of Series D Redeemable Convertible Preferred Stock, net of issuance costs | $ 51,711 | ||||||||||||||||||||
Issuance of Redeemable Convertible Preferred Stock for acquisition (shares) | 12,937,248 | ||||||||||||||||||||
Issuance of Series D and D-2 Redeemable Convertible Preferred Stock for acquisition | $ 190,000 | ||||||||||||||||||||
Ending balance at Dec. 31, 2020 | $ 1,044,282 | $ 0 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 135,225,157 | 0 | 0 | ||||||||||||||||||
Shares outstanding, beginning balance (in shares) at Dec. 31, 2019 | 3,993,432 | 30,618,625 | |||||||||||||||||||
Stockholders' equity beginning balance at Dec. 31, 2019 | $ (672,600) | $ 0 | $ 0 | $ 85,547 | $ (670) | $ (757,477) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | (208,733) | (208,733) | |||||||||||||||||||
Issuance of Common stock to Board of Directors (shares) | 4,201,879 | ||||||||||||||||||||
Issuance of Common Stock to Board of Directors | 0 | ||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (in shares) | 5,085,362 | ||||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | 933 | 933 | |||||||||||||||||||
Vesting of Common Stock (shares) | 7,807,303 | ||||||||||||||||||||
Vesting of Common Stock | |||||||||||||||||||||
Stock-based compensation expense | 6,174 | 6,174 | |||||||||||||||||||
Foreign currency translation adjustment | 10,363 | 10,363 | |||||||||||||||||||
Shares outstanding, ending balance (in shares) at Dec. 31, 2020 | 3,993,432 | 47,713,169 | |||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2020 | (863,863) | $ 0 | $ 0 | 92,654 | 9,693 | (966,210) | |||||||||||||||
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 | |||||||||||||||||||
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 | $ 1,044,282 | $ 255,863 | |||||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | $ (214,924) | (214,924) | |||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (in shares) | 2,356,000 | 3,958,163 | |||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | $ 423 | 423 | |||||||||||||||||||
Conversion of Redeemable Convertible Preferred Stock to Common Stock and Conversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders 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 and Conversion of Redeemable Convertible Prime Preferred Stock, Exchanged Common Stock, Redeemable Convertible Senior Preferred Stock, and Founders Convertible Preferred Stock to Common Stock | $ 1,044,282 | $ 1,300,145 | $ 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) | $ (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) | |||||||||||||||||||
Vesting of Common Stock (shares) | 4,032,188 | ||||||||||||||||||||
Vesting of Common Stock | 0 | ||||||||||||||||||||
Stock-based compensation expense | 86,631 | 86,631 | |||||||||||||||||||
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 | (2,155) | (2,155) | |||||||||||||||||||
Shares outstanding, ending balance (in shares) at Dec. 31, 2021 | 0 | 272,623,947 | |||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2021 | 301,731 | [1] | $ 0 | $ 27 | 1,475,300 | 7,538 | (1,181,134) | ||||||||||||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | ||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||
Net loss | $ (358,741) | (358,741) | |||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises (in shares) | 2,357,000 | 2,600,350 | |||||||||||||||||||
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises | $ 469 | 469 | |||||||||||||||||||
Stock-based compensation expense | 95,335 | 95,335 | |||||||||||||||||||
Issuance of Common Stock through settlement of restricted stock units ( in shares) | 13,721,685 | ||||||||||||||||||||
Issuance of Common Stock through settlement of restricted stock units | 1 | $ 1 | |||||||||||||||||||
Shares of Common Stock withheld related to net share settlement (in shares ) | (1,147,234) | ||||||||||||||||||||
Shares of Common Stock withheld related to net share settlement | (2,172) | (2,172) | |||||||||||||||||||
Issuance of Common Stock under the Purchase Agreement (in shares) | 6,730,000 | ||||||||||||||||||||
Issuance of Common Stock under the Purchase Agreement | 3,155 | $ 1 | 3,154 | ||||||||||||||||||
Issuance of Commitment and Extension Fee shares (shares) | 2,701,923 | ||||||||||||||||||||
Issuance of Commitment and Extension Fee shares | 491 | 491 | |||||||||||||||||||
Foreign currency translation adjustment | (15,159) | (15,159) | |||||||||||||||||||
Shares outstanding, ending balance (in shares) at Dec. 31, 2022 | 0 | 297,230,671 | |||||||||||||||||||
Stockholders' equity ending balance at Dec. 31, 2022 | $ 25,110 | [1] | $ 0 | $ 30 | $ 1,572,576 | $ (7,621) | $ (1,539,875) | ||||||||||||||
[1]Shares of 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities | ||||
Net loss | $ (358,741) | $ (214,924) | $ (208,733) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Issuance of and mark-to-market adjustments of derivative liabilities | (134,304) | (37,811) | 0 | |
Impairment of assets | [1] | 215,822 | 0 | 0 |
Impairment of product sales inventory | 31,769 | 0 | 0 | |
Depreciation and amortization | 61,713 | 51,592 | 32,495 | |
Non-cash vehicle expenses | 13,359 | 7,233 | 11,998 | |
Stock-based compensation expense | 95,335 | 86,631 | 6,174 | |
Bad debt expense | 2,584 | 2,766 | 463 | |
Breakage revenue | (31,041) | 0 | 0 | |
Loss on extinguishment of debt | 0 | 2,304 | 0 | |
Amortization of debt issuance costs and discounts | 3,548 | 1,851 | 6,042 | |
Other | 1,199 | 392 | (300) | |
Changes in assets and liabilities, net of impact of business acquisitions and disposals: | ||||
Accounts receivable | 3,623 | (8,372) | (662) | |
Inventory | 15,916 | (9,331) | (901) | |
Prepaid expenses and other current assets | (11,154) | (24,827) | 7,746 | |
Other assets | (3,882) | 200 | (162) | |
Accounts payable | 15,010 | (7,485) | (15,096) | |
Deferred revenue | 15,913 | 14,614 | 10,699 | |
Accrued expenses and other current liabilities | 5,009 | 3,667 | 5,122 | |
Other liabilities | 1,491 | (127) | (5,036) | |
Net cash used in operating activities | (56,831) | (131,627) | (150,151) | |
Cash flows from investing activities | ||||
Purchases of property and equipment | (527) | (846) | (500) | |
Purchases of vehicles | (88,886) | (214,852) | (11,862) | |
Net cash acquired (used) in acquisitions | 0 | 0 | 68,664 | |
Net cash (used in) provided by investing activities | (89,413) | (215,698) | 56,302 | |
Cash flows from financing activities | ||||
Proceeds from Business Combination and PIPE financing | 0 | 249,611 | 0 | |
Transaction costs paid in connection with Business Combination and PIPE financing | 0 | (25,946) | 0 | |
Proceeds from issuance of debt, net of issuance costs | 107,910 | 52,680 | 0 | |
Proceeds from issuance of convertible debt, net of issuance costs | 23,386 | 0 | 0 | |
Proceeds from issuance of redeemable convertible senior preferred stock and derivatives, net of issuance costs | 0 | 207,814 | 0 | |
Proceeds from issuance of common stock | 1,055 | 423 | 933 | |
Payment for settlement of warrants | 0 | (600) | (2,002) | |
Payment for taxes related to net share settlement | (2,172) | 0 | 0 | |
Debt repayments | (110,594) | (40,610) | (18,776) | |
Net cash provided by financing activities | 19,585 | 443,372 | 31,866 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash and cash equivalents | 5,802 | 10,087 | (3,590) | |
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | (120,856) | 106,134 | (65,573) | |
Beginning of period | 159,901 | 53,767 | 119,340 | |
End of period | 39,045 | 159,901 | 53,767 | |
Cash and cash equivalents | 33,469 | 128,556 | 43,158 | |
Restricted cash and cash equivalents | 5,576 | 31,345 | 10,609 | |
Total cash and cash equivalents and restricted cash and cash equivalents | 39,045 | 159,901 | 53,767 | |
Non-cash activities: | ||||
Conversion of redeemable convertible preferred stock to common stock in connection with the Business Combination | 0 | 1,300,121 | 0 | |
Transaction costs not yet paid | 0 | 6,563 | 0 | |
Fair value of net asset acquired in non cash acquisition | 0 | 0 | 190,000 | |
Payment for settlement of debt in exchange for the issuance of common stock under the Purchase Agreement | 3,060 | 0 | 0 | |
Supplemental disclosures of cash flow information | ||||
Interest | 7,102 | 695 | 4,278 | |
Income taxes | 418 | 263 | 214 | |
Proceeds from issuance of redeemable convertible senior preferred stock and derivatives, net of issuance costs | $ 0 | $ 0 | $ 51,711 | |
[1] (1) Includes stock-based compensation expense as follows: December 31, 2022 2021 2020 Cost of revenue $ — $ — $ 15 General and administrative 80,148 78,735 4,372 Selling and marketing 2,352 2,714 895 Research and development 12,835 5,182 892 Stock-based compensation expense $ 95,335 $ 86,631 $ 6,174 |
Consolidated Statement of Opera
Consolidated Statement of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense | $ 95,335 | $ 86,631 | $ 6,174 |
Cost of revenue | |||
Stock-based compensation expense | 0 | 0 | 15 |
General and administrative | |||
Stock-based compensation expense | 80,148 | 78,735 | 4,372 |
Selling and marketing | |||
Stock-based compensation expense | 2,352 | 2,714 | 895 |
Research and development | |||
Stock-based compensation expense | $ 12,835 | $ 5,182 | $ 892 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
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”, the “Company”, “our”, or “we”) 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” and the transactions contemplated thereby, the “Business Combination”), 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, 2022 | |
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. Going Concern The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $1,539.9 million as of December 31, 2022. For the year ended December 31, 2022, the Company used approximately $56.8 million of cash in operations. The Company’s ability to fund working capital, make capital expenditures, and service its debt will depend on its ability to generate cash from operating activities, which is subject to its future operating success, and obtaining financing on reasonable terms, which is subject to factors beyond its control, including general economic, political, and financial market conditions. The capital markets have in the past experienced, are currently experiencing, and may in the future experience, periods of volatility that could impact the availability and cost of equity and debt financing and there can be no assurances that such financing will be available to the Company on satisfactory terms, or at all. As of December 31, 2022, the Company had $33.5 million in unrestricted cash and cash equivalents which, without additional funding, will not be sufficient to meet the Company’s obligations within the next twelve months from the date of issuance of these consolidated financial statements. If the Company is unable to raise additional capital or generate cash flows necessary to expand its operations and invest in continued innovation, it may not be able to compete successfully and may need to scale back or discontinue certain or all of its operations in order to reduce costs or seek bankruptcy protection, which would harm its business, financial condition, and results of operations. In addition, on March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue its operations. On March 12, 2023, the FDIC, U.S. Department of the Treasury, and Board of Governors of the Federal Reserve System issued a joint press release stating that all depositors would have access to all of their money beginning on March 13, 2023. As of March 16, 2023, we have access to our cash on deposit with SVB. If the Company were to lose all or a significant portion of the amount it has deposited at SVB or another depository institution, that could adversely impact the Company’s operating liquidity and financial performance. As such, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Therefore, the consolidated financial statements for the year ended December 31, 2022 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the substantial doubt about the Company’s ability to continue as a going concern. 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 breakage revenue, useful lives associated with vehicles, valuation of goodwill, Product Sales inventory and inventory deposits, and other long-lived assets, assumptions utilized in the valuation of derivative liabilities and certain equity awards, loss contingencies, valuation allowance for deferred income taxes, and the collectability of accounts receivable. Actual results could differ from those estimates. 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, 2022 and 2021, the Company had issued irrevocable standby letters of credit of $5.5 million and $25.6 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, 2022 and 2021 were $5.0 million and $30.1 million, respectively. Non-current restricted cash and cash equivalents balances as of December 31, 2022 and 2021 were $0.6 million and $1.2 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. During the year ended December 31, 2022, given our initiative announced in May 2022 to slow the expansion of our Product Sales portfolio offering and realign our resources to prioritize Sharing operations within our existing regions, combined with the current adverse macroeconomic environment, including a shift in consumer demand away from longer lead time discretionary items, the Company recognized a lower of cost or net realizable value impairment on Product Sales inventory of $31.8 million, which is reflected in the consolidated statements of operations. Contract Terminations Our capital expenditure cycle often requires us to pay deposits to secure orders for the Product Sales business. The Company records deposits based on the amount of cash paid to secure future production, and evaluates the assets for impairment, as needed. During the year ended December 31, 2022, given our initiative announced in May 2022 to slow the expansion of our Product Sales portfolio offering and realign our resources to prioritize Sharing operations within our existing regions, combined with the current adverse macroeconomic environment, including a shift in consumer demand away from longer lead time discretionary items, the Company recognized an impairment on certain contractual deposits of $14.7 million, which is included within Impairment of assets in the consolidated statements of operations. 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. During the year ended December 31, 2022, the Company estimated the recoverability of long-lived assets within the North America, EMEA, and Other asset groups by comparing the estimated fair value of each asset group to its carrying value. Due to the sustained decline in the Company’s market capitalization and current adverse macroeconomic environment, the Company recorded an impairment charge of $89.4 million within the EMEA and Other asset groups, which is included within Impairment of assets 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 17 — Segment Information. 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. During the year ended December 31, 2022, due to the sustained decline in the Company’s market capitalization and current adverse macroeconomic environment, the Company completed a quantitative impairment test for the North America and EMEA reporting units, comparing the estimated fair value of each reporting unit to its carrying value, including goodwill. As a result, the Company impaired the entire carrying value of North America and EMEA goodwill, which are included within Impairment of assets in the consolidated statements of operations. Derivative Liabilities Earnout Shares In connection with the execution of the Business Combination Agreement, the Company designated 30 million 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-year period ending on November 4, 2026. The three separate “Earnout Triggering Events” are as follows: • “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 30.0 million 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, 2022. 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, 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, 2022. The Company calculated the grant-date fair value of the liability-classified Switchback Founder 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, 2022. 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, 2022. 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 and Liabilities 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 the 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. The Company’s Convertible Senior Secured Notes are accounted for under the fair value option election of ASC 825-10, which states bifurcation of an embedded derivative is not necessary. The Notes were initially measured at its estimated fair value as of December 30, 2022. The estimated fair value adjustment is recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the consolidated statements of operations. Such fair value measurements are predominantly based on Level 3 inputs. For the year ended December 31, 2022, the carrying value approximated fair value. For all liabilities measured at fair value, an increase or decrease in any of the observable inputs in isolation, such as the share price quoted on the NYSE, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the share price and other observable inputs. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use 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, 2022, and 2021. Revenue Recognition For the years ended December 31, 2022, and 2021, 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 842, 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 842, 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. During the year ended December 31, 2022, the Company completed a legal analysis to confirm that management had sufficiently mitigated the legal obligation to remit the value of the unredeemed preloaded wallet balances to the relevant jurisdiction as unclaimed or abandoned property in the United States. The Company recognizes the breakage amounts as revenue under the remote method, in which revenue is recognized when the likelihood of the customer exercising its remaining rights becomes remote. As a result of this change in estimate, the Company recognized $31.0 million of unredeemed preloaded wallet balances during the year ended December 31, 2022. 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 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 Level 1 Level 2 Level 3 Total Convertible Senior Secured Notes (1) — — 30,100 30,100 Earnout Shares — — 1,459 1,459 Switchback Founder Earn Back Shares — — 125 125 Warrants 108 — 201 309 Total liabilities measured at fair value $ 108 $ — $ 31,885 $ 31,993 (1) See Note 11 — Notes Payable for additional information. Mark-to-market adjustments of the Bird Canada Transaction Convertible Senior Secured Notes were immaterial for the year ended December 31, 2022. 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 Warrants 6,515 — 14,591 21,106 Total liabilities measured at fair value $ 6,515 $ — $ 129,681 $ 136,196 Amounts associated with the issuance of and mark-to-market adjustments of derivative liabilities are reflected in Other income, net and totaled $134.3 million, $51.0 million, and $0.0 million of income for the years ended December 31, 2022, 2021, and 2020, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets The components of prepaid expenses and other current assets were as follows (in thousands): December 31, 2022 2021 Funding receivable $ 6,000 $ — Insurance receivable 4,000 — Prepaid expenses 3,667 8,321 Current deferred financing costs 2,706 1,303 Indirect taxes receivable 1,749 2,210 Product sales inventory deposits, net 1,387 19,857 Other current assets 3,106 2,087 Total prepaid expenses and other current assets $ 22,615 $ 33,778 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Computer hardware, software, and equipment $ 1,813 $ 2,438 Leasehold improvements 1,584 1,354 Furniture and fixtures 1,630 2,231 Less: Accumulated depreciation (4,415) (4,497) Total property and equipment, net $ 612 $ 1,526 Depreciation expense relating to property and equipment was $1.4 million, $2.8 million, and $4.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. During the years ended December 31, 2022 and 2021, the Company recognized immaterial losses related to the disposal of property and equipment. During the year ended December 31, 2020, the Company recognized a loss of $3.4 million related to the disposal of property and equipment. The Company’s vehicles, net consists of the following (in thousands): December 31, 2022 2021 Deployed vehicles $ 134,202 $ 93,192 Undeployed vehicles 31,900 46,867 Spare parts 28,476 10,009 Less: Accumulated depreciation (1) (94,490) (31,119) Total vehicles, net $ 100,088 $ 118,949 (1) Includes $54.3 million of impairment of vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million, for the year ended December 31, 2022. There was no impairment recorded during the year ended December 31, 2021. Depreciation expense relating to vehicles was $59.5 million, $47.3 million, and $23.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Vehicles, net
Vehicles, net | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Computer hardware, software, and equipment $ 1,813 $ 2,438 Leasehold improvements 1,584 1,354 Furniture and fixtures 1,630 2,231 Less: Accumulated depreciation (4,415) (4,497) Total property and equipment, net $ 612 $ 1,526 Depreciation expense relating to property and equipment was $1.4 million, $2.8 million, and $4.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. During the years ended December 31, 2022 and 2021, the Company recognized immaterial losses related to the disposal of property and equipment. During the year ended December 31, 2020, the Company recognized a loss of $3.4 million related to the disposal of property and equipment. The Company’s vehicles, net consists of the following (in thousands): December 31, 2022 2021 Deployed vehicles $ 134,202 $ 93,192 Undeployed vehicles 31,900 46,867 Spare parts 28,476 10,009 Less: Accumulated depreciation (1) (94,490) (31,119) Total vehicles, net $ 100,088 $ 118,949 (1) Includes $54.3 million of impairment of vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million, for the year ended December 31, 2022. There was no impairment recorded during the year ended December 31, 2021. Depreciation expense relating to vehicles was $59.5 million, $47.3 million, and $23.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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 the reporting units expected to benefit from the business combinations. The Company tests goodwill for impairment annually during the fourth quarter, or whenever events or changes in circumstances indicate that the fair value of net assets has decreased below its carrying value. The changes in the carrying amount of goodwill by segment during the years ended December 31, 2022 and 2021 were as follows (in thousands): North Europe, Other 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 $ — Foreign currency translation adjustment — (9,443) — Impairment of goodwill (1) (1,296) (110,430) — Balance as of December 31, 2022 $ — $ — $ — (1) See Note 2 for additional information related to the impairment recorded in the during the year ended December 31, 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases property and equipment under lease agreements, which have terms between one As of December 31, 2022, all material operating leases had commenced. The Company's operating lease cost was $4.6 million for the year ended December 31, 2022 and recognized in Cost of sharing, exclusive of depreciation, or in operating expenses within the consolidated statements of operations, based on the underlying nature of the leased asset. The Company also recognized an immaterial amount of variable and short-term lease costs for the year ended December 31, 2022. As of and for the years ended December 31, 2022 and 2021, finance leases were not a material component of the Company's lease portfolio. The Company's operating lease balances were as follows (in thousands): Location in the Consolidated Balance Sheet December 31, 2022 Operating lease assets Other assets $ 4,283 Current operating lease liabilities Other current liabilities 3,186 Non-current operating lease liabilities Other liabilities 1,324 The following table presents the supplemental cash flow information (in thousands): Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 5,183 Lease assets obtained in exchange for new lease obligations 3,604 The following table reconciles the undiscounted cash flows for future maturities of the Company's operating lease liabilities to the consolidated balance sheets (in thousands): December 31, 2022 2023 $ 3,467 2024 733 2025 365 2026 325 2027 43 Thereafter — Total lease payments $ 4,933 Less: interest expense $ (423) Present value of lease liabilities $ 4,510 At December 31, 2021, prior to the adoption of the new lease accounting standard, future minimum lease payments under non-cancelable operating leases were as follows: $4.4 million in 2022, $2.0 million in 2023, $0.1 million in 2024, $0.1 million in 2025, and $0.1 million in 2026. The following table presents supplemental information used to calculate the present value of operating lease liabilities: December 31, 2022 Weighted average remaining lease term (in years) 1.74 Weighted average interest rate 9.39 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 are as follows (in thousands): December 31, 2022 2021 2020 U.S. $ (202,192) $ (207,744) $ (105,738) Foreign (154,539) (6,971) (102,931) Loss before income taxes $ (356,731) $ (214,715) $ (208,669) The components of the provision for income taxes for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands): December 31, 2022 2021 2020 Current Federal $ — $ — $ — State 385 31 38 Foreign 1,752 178 26 Total current tax expense $ 2,137 $ 209 $ 64 Deferred Federal $ — $ — $ — State — — — Foreign (127) — — Total deferred tax expense — — — Total provision for income taxes $ 2,010 $ 209 $ 64 In general, it is the Company’s practice and intention to reinvest the earnings of its non-U.S. subsidiaries in those operations. As of December 31, 2022, we have not made a provision for the U.S. or additional foreign withholding taxes. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability related to investments in these foreign subsidiaries. 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, 2022, 2021, and 2020: December 31, 2022 2021 2020 Federal statutory income tax rate 21.0% 21.0% 21.0% Mark-to-market adjustments of Earnout and Earn Back Shares 7.9% 5.0% 0.0% Executive compensation (0.3)% (4.3)% 0.0% Goodwill Impairment (7.7)% 0.0% 0.0% Valuation allowance (14.5)% (22.7)% (22.9)% Other (7.0)% 0.9% 1.9% Effective income tax rate (0.6)% (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, non-deductible goodwill impairment, and changes in the Company's valuation allowance. Deferred income taxes for the years ended December 31, 2022 and 2021 consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets Net operating losses $ 287,256 $ 284,411 Stock Based Compensation — — Fixed Assets 21,037 — Other 55,761 22,994 Total deferred tax assets $ 364,054 $ 307,405 Deferred tax liabilities Property and equipment, net $ — $ (7,780) Other (3,210) (759) Total deferred tax liabilities $ (3,210) $ (8,539) Less: Valuation allowance (360,717) (298,866) Net deferred tax assets $ 127 $ — We have incurred net operating losses in most jurisdictions from inception; we did not record an income tax benefit for our incurred losses for the years ended December 31, 2022 and 2021, due to uncertainty regarding utilization of our net operating carryforwards and due to our history of losses. As of December 31, 2022, the Company has recorded a full valuation allowance against its U.S. deferred tax assets, including federal and state NOLs, and the majority of our 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 with the exception of a few jurisdictions. The Company does not believe it is more likely than not to realize the benefits of the deferred assets. As of December 31, 2022, the Company had a valuation allowance of $284.4 million against its U.S. deferred tax assets and a valuation allowance of $76.3 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, 2022, the Company had U.S. federal net operating loss carryforwards of approximately $1.9 million, which expire if unused in 2037, and approximately $905.7 million with an indefinite carryforward period. As of December 31, 2022, the Company had U.S. state net operating loss carryforwards of approximately $580.1 million, which begin to expire in 2037. As of December 31, 2022, the Company has foreign net operating loss carryforwards of approximately $257.2 million in various jurisdictions with various expirations. As of December 31, 2022, 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, 2022, 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. 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 2017 through 2021 are currently subject to income tax examination. The following table reflects changes in gross unrecognized tax benefits (in thousands): December 31, 2022 2021 Unrecognized tax benefits at beginning of year $ 12,458 $ 13,993 Gross increases—current year positions — 4,842 Gross increases—prior year positions 25 — Gross decreases—prior year positions — (6,377) Unrecognized tax benefits at end of year $ 12,483 $ 12,458 As of December 31, 2022, none of the Company's unrecognized tax benefits, if recognized, would impact the effective tax rate for positions that would not be offset with the valuation allowance. 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, 2022 and 2021, there were no accrued interest or penalties recorded in the financial statements. In the event that the Company does recognize interest and penalties related to unrecognized tax benefits, these amounts would be recorded within interest expense, net and other expenses, net, respectively, within the consolidated statements of operations. Accrued interest and penalties are included on the related liability lines within the consolidated balance sheets. As of December 31, 2022, the open tax years for the Company’s major tax jurisdictions are as follows: Jurisdiction Tax Years U.S. Federal 2017-2021 U.S. State 2017-2021 Netherlands 2018-2021 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 and the remaining balance was repaid during 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, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The components of accrued expenses were as follows (in thousands): December 31, 2022 2021 Accrued legal and regulatory expenses $ 10,360 $ 11,900 Business combination transaction costs accrual 5,603 6,527 Accrued compensation and benefits 5,282 3,559 Vendor accruals 5,576 2,818 Accrued other 6,592 6,624 Total accrued expenses $ 33,413 $ 31,428 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
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”). In October 2021, the SPV entered into Amendment No. 2 to the Apollo Credit Agreement 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. In April 2022, the SPV entered into Amendment No. 3 to the Apollo Credit Agreement which, among other things, permits borrowings in respect of scooters located in the United Kingdom, European Union, and Israel up to a sub-limit of $50.0 million (the “EMEA Loans”), in addition to borrowings in respect of scooters located in the United States (the “U.S. Loans”). As amended, the Apollo Credit Agreement continues to allow the SPV to borrow up to the remaining availability under the maximum commitment of $150.0 million, both through U.S. Loans as well as the EMEA Loans, the proceeds of which may be used for general corporate purposes. In November 2022, the Company drew the full amount available under the Vehicle Financing Facility. The Company drew down $92.2 million during the year ended December 31, 2022. The outstanding principal balance under the Vehicle Financing Facility as of December 31, 2022 was $44.1 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 vehicles subject to the facility, and an account related to such collections and a reserve account (collectively, “Collateral”). In July 2022, the SPV entered into Amendment No. 5 to the Apollo Credit Agreement which, among other things, transitioned the interest rate calculation from the London Inter-bank Offered Rate to the Secured Overnight Financing Rate (“SOFR”). The outstanding Vehicle Financing Facility balances bear interest at the SOFR, which is calculated as a per annum rate of interest equal to the greater of (a) 1.00% and (b) the sum of (x) SOFR plus (y) 0.1% (10 basis points), plus a margin of 7.5% 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 preset 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 within 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. On October 7, 2022, the SPV entered into Amendment No. 6 to the Apollo Credit Agreement (“Amendment No. 6”), which, among other things, (a) waived the requirement for the SPV to maintain a reserve account in favor of the administrative agent concurrently with a $15.0 million prepayment of outstanding loans made using the cash balance in the reserve account, (b) amended the calculation of the monthly amortization amount from a percentage of outstanding loans to a seasonally-adjusted flat dollar amount per month, (c) waived the quarterly revenue-based amortization payments due in October 2022 and January 2023 and provided a mechanism to reduce or waive the quarterly revenue-based amortization payment due in April 2023, (d) limited the number of scooters included in the calculation of each quarterly revenue-based amortization payment to those scooters necessary to meet the then applicable loan-to-cost financial covenant, and (e) provided for the post-closing waiver of the requirement to maintain a $25.0 million cash-collateralized letter of credit in favor of the administrative agent in connection with a $25.0 million prepayment of outstanding loans made using the cash that previously secured the letter of credit. Pursuant to Amendment No. 6, the amount available under the Vehicle Financing Facility was reduced to $5.0 million. In addition, on October 7, 2022, the SPV entered into Amendment No. 3 to the Scooter Lease which, among other things, amended the minimum liquidity and minimum tangible net worth financial covenants. In connection with Amendment No. 6, (a) Bird Rides International amended the EMEA Guaranty and Pledge Agreement, dated as of May 18, 2022, to, among other things, amend the guaranty provided pursuant to the Existing EMEA Guaranty to guarantee all outstanding loans under the Apollo Credit Agreement, and (b) Bird Rides entered into the Parent Guaranty, pursuant to which, among other things, Bird Rides provides an unsecured guaranty in respect of all outstanding loans under the Apollo Credit Agreement. On December 19, 2022, the SPV entered into Amendment No. 7 to the Apollo Credit Agreement (“Amendment No. 7”), which, among other things, provided for a new loan from Bird Canada in an aggregate principal amount of $4.0 million. In connection with Amendment No. 7, the Company entered into a Pledge and Collateral Agreement, dated as of December 19, 2022, pursuant to which, among other things, the Company pledged substantially all of its assets to secure its existing guaranty of all outstanding loans. On December 30,2022, the SPV entered into Amendment No. 8 to the Apollo Credit Agreement (“Amendment No. 8”), which, among other things, (a) removed provisions relating to the subordinated loans made by Bird Canada thereunder, (b) extended the maturity of the Apollo Credit Agreement to January 13, 2025, (c) amended the monthly amortization payment amounts, (d) removed provisions relating to the quarterly revenue-based amortization payments and (e) released the liens on substantially all of the assets of the Company that secured its existing guaranty of all outstanding loans under the Apollo Credit Agreement. On December 30, 2022, the SPV entered into Amendment No. 4 to the Scooter Lease, which, among other things, (a) eliminated the supplemental portion of lease payments tied to revenue generation by vehicles on lease by SPV to the Company and (b) amended certain restrictive covenants. In connection with Amendment No. 8, Bird Rides International amended the EMEA Guaranty and Pledge Agreement, dated as of December 30, 2022, to, among other things, provide that the secured guaranty provided pursuant to the Existing EMEA Guaranty shall be released upon the satisfaction of certain prepayment and liquidity-based conditions. Issuance costs related to the Apollo Credit Agreement of $5.0 million were capitalized as a deferred asset and are amortized over the term of the Apollo Credit Agreement. Deferred financing costs related to Amendment No. 7 and Amendment No. 8 to the Apollo Credit Agreement of $1.0 million were capitalized as a deferred asset and are amortized over the remaining term of the Apollo Credit Agreement. In accordance with the terms outlined in the agreements, the Company made contractual principal payments totaling $96.9 million during the year ended December 31, 2022. Interest Expense Interest expense was $8.3 million, $2.2 million, and $4.3 million for the years ended December 31, 2022, 2021, and 2020, respectively. Deutsche Bank AG Term Loans and Warrants In October 2020, the Company entered into an amendment to the credit agreement with Deutsche Bank AG ("DB"), whereby it 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. Bird Canada Transaction Convertible Senior Secured Notes In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027 (together with the Share Consideration Notes, the “Notes”). The Notes were issued and sold in a private placement to certain “accredited investors” conducted pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The terms of the Notes are governed by a note purchase agreement, dated as of December 30, 2022 (the “Note Purchase Agreement”), by and among the Company, as issuer, the several purchasers from time to time party thereto (collectively, the “Note Purchasers”) and U.S. Bank Trust Company, National Association, as collateral agent (the “Collateral Agent”). The Note holders are entitled to convert the Notes into shares of Class A Common Stock at any time at a conversion rate of approximately 3,473 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $0.2879 per share, subject to specified anti-dilution adjustments, including adjustments for issuance of Class A Common Stock below the conversion price. In addition, following certain corporate events that occur prior to the maturity date, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event up to a maximum of approximately 711 shares per $1,000 principal amount of Notes. In certain circumstances, conversion will be limited unless the Company obtains stockholder approval to issue such shares. As of December 31, 2022, no Notes were converted into shares of Class A Common Stock. At any time prior to December 30, 2024, upon not less than five nor more than 60 days’ notice, the Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the note purchase agreement, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning December 30, 2024, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies (from 7.5% to 2.5%) depending on the year of redemption. The Company will be required to offer to repurchase Notes from Note holders at the applicable optional redemption price discussed above, together with accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date, in certain circumstances, including following a significant asset disposition or a change of control. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common Stock Common Stock As of December 31, 2022, 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, 2022, the Company had 262,695,741 and 34,534,930 shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of December 31, 2022, 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, 2022. Except as otherwise expressly provided in the Amended and Restated 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. Standby Equity Purchase Agreement In May 2022, the Company entered into a Standby Equity Purchase Agreement (the “ Purchase Agreement ”) with YA II PN, Ltd. (“Yorkville”). Pursuant to the Purchase Agreement , the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of its shares of Class A Common Stock at any time during the 36 months following the execution of the Purchase Agreement, subject to the terms of the Purchase Agreement . Each sale that the Company requests under the Purchase Agreement (an “Advance”) may be for a number of shares of Class A Common Stock with an aggregate value of up to $20.0 million, subject to certain volume limitations and other conditions set forth in the Purchase Agreement. In no event is Yorkville obligated to purchase any shares that would result in it owning more than 4.99% of the then-outstanding shares of Class A Common Stock. Moreover, u nder the applicable NYSE rules, in no event will the Company issue to Yorkville shares that, in the aggregate, would exceed 19.99% of the Company’s outstanding common stock as of the date of the Purchase Agreement (the “Exchange Cap”) unless the Company has received stockholder approval for such issuance or such issuance is otherwise permitted by applicable NYSE rules. Yorkville’s obligation to purchase shares of Class A Common Stock pursuant to the Purchase Agreement is subject to a number of conditions, including that a registration statement (the “Registration Statement”) be filed with the SEC, registering the resale of the Commitment Fee Shares (as defined below) and the shares to be issued pursuant to any Advance under the Securities Act of 1933, and that the Registration Statement is declared effective by the SEC. In May 2022, the Registration Statement was filed with and declared effective by the SEC. As consideration for Yorkville’s commitment to purchase shares of Class A Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company committed to issue to Yorkville 217,203 shares of Class A Common Stock (the “Commitment Fee Shares”) in three equal installments within six months of execution of the Purchase Agreement. In May 2022, pursuant to the terms and conditions set forth in the Purchase Agreement, the Company requested and received a pre-advance loan (“Pre-Advance Loan”) from Yorkville of $21.0 million. The Pre-Advance Loan is evidenced by a promissory note (the “Promissory Note”), which accrues interest at a rate of 0%, but was issued with 4.76% original issue discount, and will be repaid in equal monthly installments beginning on the third month following the date of the Pre-Advance Loan. The Promissory Note may be repaid with the proceeds of an Advance or repaid in cash and, if repaid in cash, together with a 2% premium. On December 19, 2022, the Company entered into an extension agreement with Yorkville (the “Extension Agreement”) pursuant to which the parties agreed to extend the maturity date of the Promissory Note to February 15, 2023. Pursuant to the Extension Agreement, Yorkville received 2,484,720 shares of its Class A Common Stock. The outstanding principal balance under the Promissory Note as of December 31, 2022 was $4.2 million. On February 15, 2023, the remaining outstanding balance under the Promissory Note was repaid. During the year ended December 31, 2022, the Company sold 6,730,000 shares of its Class A Common Stock for proceeds of $3.2 million under the terms of the Purchase Agreement. All proceeds were used to repay the Promissory Note under the terms set forth in the Purchase Agreement. As consideration for Yorkville’s commitment to purchase shares of Class A Common Stock at the Company’s direction under the Purchase Agreement, the Company also issued the Commitment Fee Shares during the year ended December 31, 2022. Preferred Stock |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2022 | |
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. Stock 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-year vest term. In addition, Bird Rides also issued RSAs to certain members of its board of directors. The 2017 Plan allows for the early exercise of stock options if approved by our board of directors. Shares purchased pursuant to the early exercise of stock options are subject to repurchase until those shares vest. . Shares of 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 earnings (loss) 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 59.5 million 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 17.8 million. 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 13.7 million 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 (as defined below), 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-year vest term. From April 2022, awards granted under the 2021 Plan generally vest on a quarterly basis over a one-year vest term. In November 2021, the Company’s board of directors granted RSUs to certain employees (“Management Award RSUs”) under the 2021 Plan. The Management Award RSUs vest upon the satisfaction of a service-based vesting condition and the achievement of certain stock price goals, namely, $12.50, $20.00, and $30.00. The Management Award RSUs are excluded from Class A Common Stock issued and outstanding until the satisfaction of these vesting conditions. The Company will recognize stock-based compensation expense over the derived service period, using the accelerated attribution method. For any Management Awards RSUs that are forfeited, the Company will reverse the accelerated stock-based compensation expense for any tranches that have not vested in the period the awards are forfeited. 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, 2022 and 2021: Number of Options Outstanding Weighted-Average Aggregate Weighted-Average As of December 31, 2020 16,924 $ 0.20 40,909 9.21 Granted 227 6.36 Exercised (2,356) (0.17) Forfeited and canceled (2,291) (0.24) Expired (82) (0.20) As of December 31, 2021 12,421 $ 0.30 72,940 8.21 Granted — — Exercised (2,357) 0.16 Forfeited and canceled (1,172) 0.21 Expired (443) 1.12 As of December 31, 2022 8,449 $ 0.36 170,997 3.92 Vested and expected to vest as of December 31, 2022 8,449 0.36 170,997 3.92 Exercisable as of December 31, 2022 7,486 $ 0.29 145,294 3.59 There were no options granted in the year ended December 31, 2022. The weighted-average fair value of stock options granted in the year ended December 31, 2021 was $6.97 per share and was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: December 31, 2021 Expected term (in years) 5.91 Risk-free interest rate 1.7% Expected volatility 50.8% Expected dividend yield —% RSU Activity The following table summarizes the RSU activity for the year ended December 31, 2022 and 2021: Number of Restricted Weighted Average Balance at December 31, 2020 — $ — Granted 53,936 6.88 Canceled (22) $ (8.16) Forfeited (676) $ (7.57) Balance at December 31, 2021 53,238 $ 6.87 Granted 30,972 $ 1.44 Released (13,799) $ 5.43 Forfeited (34,196) $ 5.98 Balance at December 31, 2022 36,215 $ 3.65 Stock-Based Compensation Expense The following table summarizes total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 (in thousands): December 31, 2022 2021 2020 Cost of revenue — — 15 General and administrative 80,148 78,735 4,372 Selling and marketing 2,352 2,714 895 Research and development 12,835 5,182 892 Total $ 95,335 $ 86,631 $ 6,174 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareBasic 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, 2022, 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. Loss per share for the years ended December 31, 2021 and 2020 were retroactively restated to reflect the application of the Business Combination. Net loss for the years ended December 31, 2021 and 2020 were 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, 2022, 2021, and 2020 (in thousands, except per share amounts): December 31, 2022 2021 2020 Numerator: Net loss $ (358,741) $ (214,924) $ (208,733) Adjustment to net loss attributable to common stockholders — (15,540) — Net loss attributable to common stockholders $ (358,741) $ (230,464) $ (208,733) Denominator: Weighted-average shares outstanding, basic and diluted 277,997 84,261 37,367 Loss per share: Loss per share, basic and diluted $ (1.29) $ (2.74) $ (5.59) 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, 2022 2021 2020 Redeemable convertible preferred shares — — 135,225 Founders convertible preferred stock — — 3,993 Unvested shares of common stock — — 4,032 Stock options 8,449 12,730 19,446 Time-based vesting RSUs 25,515 24,166 — Market-based vesting RSUs 10,700 29,073 — Warrants to purchase redeemable convertible preferred stock — — 94 Warrants to purchase Class A common stock 12,935 12,935 — Contingently issuable shares 1,977 1,977 — Total 59,576 80,881 162,790 While the portion of the Earnout Shares designated to holders of common stock of Bird Rides immediately prior to the consummation of the Business Combination would have been anti-dilutive for the periods presented, such Earnout Shares are not outstanding securities and have been excluded from the table above. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases As of December 31, 2022, the Company had operating lease agreements for its facilities in various locations throughout the United States, as well as around the world. See Note 8 — Leases for further discussion. 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 2026. These amounts are determined based on the non-cancelable quantities or termination amounts to which the Company is contractually obligated. As of December 31, 2022, the Company has no material commitments to purchase inventory and vehicles. The Company incurred $1.2 million and $5.6 million of software and hosting services during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company has commitments to purchase software and hosting services as follows (in millions): Year Ended December 31, Amount 2023 $ 14,002 2024 12,252 2025 12,718 2026 — Total $ 38,972 Notes Payable The Company has commitments related to the Vehicle Financing Facility. As of December 31, 2022, the Company has future minimum payments of $18.0 million due in the next 12 months and $26.1 million due thereafter. See Note 11 — Notes Payable for further discussion. Standby Equity Purchase Agreement The Company has commitments related to the Promissory Note. As of December 31, 2022, the Company has future minimum payments of $4.2 million due in the next 12 months. See Note 12 — Common Stock for further discussion. 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. In addition, on November 17, 2022, shortly after we announced we would be restating our (i) audited consolidated financial statements as of December 31, 2021 and 2020, and for the years then ended, and quarterly periods within those years, included in the Annual Report on Form 10-K filed with the SEC on March 15, 2022; (ii) condensed consolidated financial statements as of March 31, 2022, and for the three months then ended, included in the Quarterly Report on Form 10-Q filed with the SEC on May 16, 2022; and (iii) condensed consolidated financial statements as of June 30, 2022, and for the three and six months then ended, included in the Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022, a purported stockholder of the Company filed a putative class action lawsuit in the Central District of California against us and a director and prior officer, entitled MARIO ARIAS, Individually and on Behalf of All Others Similarly Situated v. Bird Global, Inc. F/K/A Switchback II Corporation, Travis VanderZanden, and Yibo Ling (the “ARIAS Action”). On December 19, 2022, another purported stockholder of the Company filed a similar putative class action lawsuit in the Central District of California against us and a director and prior officer, entitled KAREN CAIN, Individually and on Behalf of All Others Similarly Situated v. Bird Global, Inc. F/K/A Switchback II Corporation, Travis VanderZanden, and Yibo Ling (the “CAIN Action”). The ARIAS and CAIN Actions, are substantially similar, and the complaints in both actions allege that all defendants violated Sections 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder by the SEC, and that the individual defendants violated Section 20(a) of the Exchange Act. The lawsuits seek, among other things, damages, attorneys’ fees and costs, and such other relief as may be deemed just and proper by the court. Although we believe we have meritorious defenses to the claims of the plaintiffs and members of the classes, and intend to vigorously defend against these claims, there is no guarantee that we will prevail. We are currently unable to determine the ultimate outcome of these actions or to determine the amount or range of potential losses associated with the actions. We have received a document request from the SEC in connection with an investigation wherein the SEC requested, among other things, materials concerning the restatement of our financial statements (as described above) , as well as certain other financial and operational data, investor materials, and corporate policies and procedures. We are fully cooperating with the investigation and are not currently able to predict the outcome of the investigation or the timing of its conclusion. 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 Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party TransactionsThe Company had no related party transactions for the years ended December 31, 2022 and 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
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, the 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 revenues. The following table provides information about the Company’s segments and a reconciliation of the total segment gross margin to loss before income taxes (in thousands): Year Ended December 31, 2022 2021 North America EMEA Other Total North America EMEA Other Total Revenues: Sharing $ 171,839 59,172 323 231,334 $ 128,431 44,150 148 172,729 Product sales 12,255 1,071 — 13,326 16,104 1,711 — 17,815 Total revenues 184,094 60,243 323 244,660 144,535 45,861 148 190,544 Cost of revenues: Cost of sharing, exclusive of depreciation 69,357 37,043 147 106,547 80,442 22,720 42 103,204 Depreciation on sharing vehicles 40,058 19,367 60 59,485 21,831 25,483 21 47,335 Cost of product sales 11,471 683 — 12,154 16,189 1,148 3 17,340 Impairment of product sales inventory 31,769 — — 31,769 — — — — Total cost of revenues 152,655 57,093 207 209,955 118,462 49,351 66 167,879 Gross margin: Sharing 62,424 2,762 116 65,302 26,158 (4,053) 85 22,190 Product sales (30,985) 388 — (30,597) (85) 563 (3) 475 Total gross margin $ 31,439 3,150 116 34,705 $ 26,073 (3,490) 82 22,665 Reconciling items: Total expenses $ 391,436 $ 237,380 Loss before income taxes $ (356,731) $ (214,715) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Effective as of January 3, 2023, the Company entered into a share purchase agreement (the "Share Purchase Agreement") with Bird Canada, Inc. (“Bird Canada”) and certain other parties thereto, which, among other things, resulted in the acquisition of all of the issued and outstanding shares of Bird Canada in exchange for the issuance by Bird Global of an aggregate principal amount of approximately $27.0 million of its 12.0% Convertible Senior Secured Notes due 2027 (the “Share Consideration Notes”), 18,204,365 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. See Note 11 to our consolidated financial statements included elsewhere in this Annual Report for details of the Bird Canada transaction. The purpose of the acquisition was to add additional profitable operations to Bird’s global platform, while consolidating our North American operations. In addition, on March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue its operations. On March 12, 2023, the FDIC, U.S. Department of the Treasury, and Board of Governors of the Federal Reserve System issued a joint press release stating that all depositors would have access to all of their money beginning on March 13, 2023. As of March 16, 2023, we have access to our cash on deposit with SVB. The Company has evaluated subsequent events through the filing of this Annual Report and determined that, other than the events discussed above, 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, 2022 | |
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 breakage revenue, useful lives associated with vehicles, valuation of goodwill, Product Sales inventory and inventory deposits, and other long-lived assets, assumptions utilized in the valuation of derivative liabilities and certain equity awards, loss contingencies, valuation allowance for deferred income taxes, and the collectability of accounts receivable. 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, netInventory 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. |
Contract Terminations | Contract Terminations Our capital expenditure cycle often requires us to pay deposits to secure orders for the Product Sales business. The Company records deposits based on the amount of cash paid to secure future production, and evaluates the assets for impairment, as needed. |
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 17 — Segment Information. 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 million 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-year period ending on November 4, 2026. The three separate “Earnout Triggering Events” are as follows: • “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 30.0 million 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, 2022. 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, 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, 2022. The Company calculated the grant-date fair value of the liability-classified Switchback Founder 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, 2022. 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, 2022. 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 | 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 and Liabilities 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 the 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. The Company’s Convertible Senior Secured Notes are accounted for under the fair value option election of ASC 825-10, which states bifurcation of an embedded derivative is not necessary. The Notes were initially measured at its estimated fair value as of December 30, 2022. The estimated fair value adjustment is recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) in the consolidated statements of operations. Such fair value measurements are predominantly based on Level 3 inputs. For the year ended December 31, 2022, the carrying value approximated fair value. For all liabilities measured at fair value, an increase or decrease in any of the observable inputs in isolation, such as the share price quoted on the NYSE, could result in a material increase or decrease in our estimate of fair value. Other unobservable inputs are less sensitive to the valuation in the respective reporting periods, as a result of the primary weighting on the share price and other observable inputs. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on our estimate of fair value. Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use 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, 2022, and 2021, 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 842, 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 842, 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. During the year ended December 31, 2022, the Company completed a legal analysis to confirm that management had sufficiently mitigated the legal obligation to remit the value of the unredeemed preloaded wallet balances to the relevant jurisdiction as unclaimed or abandoned property in the United States. The Company recognizes the breakage amounts as revenue under the remote method, in which revenue is recognized when the likelihood of the customer exercising its remaining rights becomes remote. As a result of this change in estimate, the Company recognized $31.0 million of unredeemed preloaded wallet balances during the year ended December 31, 2022. 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 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 continued to remain in effect through the year ended December 31, 2021. On March 23, 2022, the product exclusion for our vehicles were reinstated thus excluding them from the Tariffs retroactively to October 12, 2021, and through the year ended December 31, 2022. The total reimbursement of $11.7 million was capitalized and is being amortized, primarily over an estimated useful life of 18 months. For the year ended December 31, 2022, $9.4 million was recognized as a benefit to the consolidated statements of operations. |
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-year term. 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-year term. The liquidity event-related performance vesting condition was deemed probable upon the consummation of the Business Combination. 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 are generally service-based awards, typically vesting over a total of four years pursuant to the two different vesting schedules previously described. From April 2022, awards granted under the 2021 Plan generally vest on a quarterly basis over a one-year vest term. 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, 2022. 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, 2022, 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. |
Recently Adopted Accounting Pronouncements | Recently 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. 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. The Company adopted ASC 842 on January 1, 2022, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated and the disclosures required under ASC 842 are not provided for dates and periods before January 1, 2022. The Company elected the package of practical expedients available in the leasing transition guidance, and therefore did not reassess whether existing or expired contracts contain leases, lease classification, or initial direct costs. Additionally, the Company has elected the practical expedient to not separate lease and non-lease components for all of the Company’s leases. The Company also has elected the short-term lease exception for all classes of assets, and therefore does not apply the recognition requirements for leases of 12 months or less. Variable lease payments were not material for the year ended December 31, 2022. The Company did not utilize the practical expedient allowing the use of hindsight in determining the lease term and in assessing impairment of its operating lease right-of-use (“ROU”) assets. The Company determines if an arrangement is or contains a lease at inception. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company’s classes of assets that are leased include real estate leases, which are classified as operating leases and included in other assets, other current liabilities, and other liabilities on the Company’s Consolidated Balance Sheets. Finance leases were not material for the year ended December 31, 2022. The Company’s real estate leases are for an initial period between one When the discount rate implicit in the lease cannot be readily determined, the Company uses the applicable incremental borrowing rate at lease commencement in order to discount lease payments to present value for purposes of performing lease classification tests and measuring the lease liability. The incremental borrowing rate represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As such, the Company's rate is based on a credit-adjusted risk-free rate at commencement date, which best approximates a secured rate over a similar term of lease. 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, 2022 | |
Accounting Policies [Abstract] | |
Schedule of 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, 2022 2021 Computer hardware, software, and equipment $ 1,813 $ 2,438 Leasehold improvements 1,584 1,354 Furniture and fixtures 1,630 2,231 Less: Accumulated depreciation (4,415) (4,497) Total property and equipment, net $ 612 $ 1,526 The Company’s vehicles, net consists of the following (in thousands): December 31, 2022 2021 Deployed vehicles $ 134,202 $ 93,192 Undeployed vehicles 31,900 46,867 Spare parts 28,476 10,009 Less: Accumulated depreciation (1) (94,490) (31,119) Total vehicles, net $ 100,088 $ 118,949 (1) Includes $54.3 million of impairment of vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million, for the year ended December 31, 2022. There was no impairment recorded during the year ended December 31, 2021. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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, 2022 Level 1 Level 2 Level 3 Total Convertible Senior Secured Notes (1) — — 30,100 30,100 Earnout Shares — — 1,459 1,459 Switchback Founder Earn Back Shares — — 125 125 Warrants 108 — 201 309 Total liabilities measured at fair value $ 108 $ — $ 31,885 $ 31,993 (1) See Note 11 — Notes Payable for additional information. Mark-to-market adjustments of the Bird Canada Transaction Convertible Senior Secured Notes were immaterial for the year ended December 31, 2022. 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 Warrants 6,515 — 14,591 21,106 Total liabilities measured at fair value $ 6,515 $ — $ 129,681 $ 136,196 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule Prepaid Expenses and Other Current Assets | The components of prepaid expenses and other current assets were as follows (in thousands): December 31, 2022 2021 Funding receivable $ 6,000 $ — Insurance receivable 4,000 — Prepaid expenses 3,667 8,321 Current deferred financing costs 2,706 1,303 Indirect taxes receivable 1,749 2,210 Product sales inventory deposits, net 1,387 19,857 Other current assets 3,106 2,087 Total prepaid expenses and other current assets $ 22,615 $ 33,778 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of 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, 2022 2021 Computer hardware, software, and equipment $ 1,813 $ 2,438 Leasehold improvements 1,584 1,354 Furniture and fixtures 1,630 2,231 Less: Accumulated depreciation (4,415) (4,497) Total property and equipment, net $ 612 $ 1,526 The Company’s vehicles, net consists of the following (in thousands): December 31, 2022 2021 Deployed vehicles $ 134,202 $ 93,192 Undeployed vehicles 31,900 46,867 Spare parts 28,476 10,009 Less: Accumulated depreciation (1) (94,490) (31,119) Total vehicles, net $ 100,088 $ 118,949 (1) Includes $54.3 million of impairment of vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million, for the year ended December 31, 2022. There was no impairment recorded during the year ended December 31, 2021. |
Vehicles, net (Tables)
Vehicles, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of 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, 2022 2021 Computer hardware, software, and equipment $ 1,813 $ 2,438 Leasehold improvements 1,584 1,354 Furniture and fixtures 1,630 2,231 Less: Accumulated depreciation (4,415) (4,497) Total property and equipment, net $ 612 $ 1,526 The Company’s vehicles, net consists of the following (in thousands): December 31, 2022 2021 Deployed vehicles $ 134,202 $ 93,192 Undeployed vehicles 31,900 46,867 Spare parts 28,476 10,009 Less: Accumulated depreciation (1) (94,490) (31,119) Total vehicles, net $ 100,088 $ 118,949 (1) Includes $54.3 million of impairment of vehicles and spare parts, net of assets no longer in service and consumption of spare parts of $7.8 million, for the year ended December 31, 2022. There was no impairment recorded during the year ended December 31, 2021. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 were as follows (in thousands): North Europe, Other 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 $ — Foreign currency translation adjustment — (9,443) — Impairment of goodwill (1) (1,296) (110,430) — Balance as of December 31, 2022 $ — $ — $ — (1) See Note 2 for additional information related to the impairment recorded in the during the year ended December 31, 2022. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease, Financial Statement | The Company's operating lease balances were as follows (in thousands): Location in the Consolidated Balance Sheet December 31, 2022 Operating lease assets Other assets $ 4,283 Current operating lease liabilities Other current liabilities 3,186 Non-current operating lease liabilities Other liabilities 1,324 |
Schedule of Lease, Cost | The following table presents the supplemental cash flow information (in thousands): Year ended December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities: $ 5,183 Lease assets obtained in exchange for new lease obligations 3,604 The following table presents supplemental information used to calculate the present value of operating lease liabilities: December 31, 2022 Weighted average remaining lease term (in years) 1.74 Weighted average interest rate 9.39 % |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table reconciles the undiscounted cash flows for future maturities of the Company's operating lease liabilities to the consolidated balance sheets (in thousands): December 31, 2022 2023 $ 3,467 2024 733 2025 365 2026 325 2027 43 Thereafter — Total lease payments $ 4,933 Less: interest expense $ (423) Present value of lease liabilities $ 4,510 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 are as follows (in thousands): December 31, 2022 2021 2020 U.S. $ (202,192) $ (207,744) $ (105,738) Foreign (154,539) (6,971) (102,931) Loss before income taxes $ (356,731) $ (214,715) $ (208,669) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2022, 2021, and 2020 are as follows (in thousands): December 31, 2022 2021 2020 Current Federal $ — $ — $ — State 385 31 38 Foreign 1,752 178 26 Total current tax expense $ 2,137 $ 209 $ 64 Deferred Federal $ — $ — $ — State — — — Foreign (127) — — Total deferred tax expense — — — Total provision for income taxes $ 2,010 $ 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, 2022, 2021, and 2020: December 31, 2022 2021 2020 Federal statutory income tax rate 21.0% 21.0% 21.0% Mark-to-market adjustments of Earnout and Earn Back Shares 7.9% 5.0% 0.0% Executive compensation (0.3)% (4.3)% 0.0% Goodwill Impairment (7.7)% 0.0% 0.0% Valuation allowance (14.5)% (22.7)% (22.9)% Other (7.0)% 0.9% 1.9% Effective income tax rate (0.6)% (0.1)% 0.0% |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes for the years ended December 31, 2022 and 2021 consist of the following (in thousands): December 31, 2022 2021 Deferred tax assets Net operating losses $ 287,256 $ 284,411 Stock Based Compensation — — Fixed Assets 21,037 — Other 55,761 22,994 Total deferred tax assets $ 364,054 $ 307,405 Deferred tax liabilities Property and equipment, net $ — $ (7,780) Other (3,210) (759) Total deferred tax liabilities $ (3,210) $ (8,539) Less: Valuation allowance (360,717) (298,866) Net deferred tax assets $ 127 $ — |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table reflects changes in gross unrecognized tax benefits (in thousands): December 31, 2022 2021 Unrecognized tax benefits at beginning of year $ 12,458 $ 13,993 Gross increases—current year positions — 4,842 Gross increases—prior year positions 25 — Gross decreases—prior year positions — (6,377) Unrecognized tax benefits at end of year $ 12,483 $ 12,458 |
Summary of Income Tax Examinations | As of December 31, 2022, the open tax years for the Company’s major tax jurisdictions are as follows: Jurisdiction Tax Years U.S. Federal 2017-2021 U.S. State 2017-2021 Netherlands 2018-2021 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The components of accrued expenses were as follows (in thousands): December 31, 2022 2021 Accrued legal and regulatory expenses $ 10,360 $ 11,900 Business combination transaction costs accrual 5,603 6,527 Accrued compensation and benefits 5,282 3,559 Vendor accruals 5,576 2,818 Accrued other 6,592 6,624 Total accrued expenses $ 33,413 $ 31,428 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes stock option activity for the years ended December 31, 2022 and 2021: Number of Options Outstanding Weighted-Average Aggregate Weighted-Average As of December 31, 2020 16,924 $ 0.20 40,909 9.21 Granted 227 6.36 Exercised (2,356) (0.17) Forfeited and canceled (2,291) (0.24) Expired (82) (0.20) As of December 31, 2021 12,421 $ 0.30 72,940 8.21 Granted — — Exercised (2,357) 0.16 Forfeited and canceled (1,172) 0.21 Expired (443) 1.12 As of December 31, 2022 8,449 $ 0.36 170,997 3.92 Vested and expected to vest as of December 31, 2022 8,449 0.36 170,997 3.92 Exercisable as of December 31, 2022 7,486 $ 0.29 145,294 3.59 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | was determined using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions: December 31, 2021 Expected term (in years) 5.91 Risk-free interest rate 1.7% Expected volatility 50.8% Expected dividend yield —% |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes the RSU activity for the year ended December 31, 2022 and 2021: Number of Restricted Weighted Average Balance at December 31, 2020 — $ — Granted 53,936 6.88 Canceled (22) $ (8.16) Forfeited (676) $ (7.57) Balance at December 31, 2021 53,238 $ 6.87 Granted 30,972 $ 1.44 Released (13,799) $ 5.43 Forfeited (34,196) $ 5.98 Balance at December 31, 2022 36,215 $ 3.65 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes total stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 (in thousands): December 31, 2022 2021 2020 Cost of revenue — — 15 General and administrative 80,148 78,735 4,372 Selling and marketing 2,352 2,714 895 Research and development 12,835 5,182 892 Total $ 95,335 $ 86,631 $ 6,174 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021, and 2020 (in thousands, except per share amounts): December 31, 2022 2021 2020 Numerator: Net loss $ (358,741) $ (214,924) $ (208,733) Adjustment to net loss attributable to common stockholders — (15,540) — Net loss attributable to common stockholders $ (358,741) $ (230,464) $ (208,733) Denominator: Weighted-average shares outstanding, basic and diluted 277,997 84,261 37,367 Loss per share: Loss per share, basic and diluted $ (1.29) $ (2.74) $ (5.59) |
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, 2022 2021 2020 Redeemable convertible preferred shares — — 135,225 Founders convertible preferred stock — — 3,993 Unvested shares of common stock — — 4,032 Stock options 8,449 12,730 19,446 Time-based vesting RSUs 25,515 24,166 — Market-based vesting RSUs 10,700 29,073 — Warrants to purchase redeemable convertible preferred stock — — 94 Warrants to purchase Class A common stock 12,935 12,935 — Contingently issuable shares 1,977 1,977 — Total 59,576 80,881 162,790 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unrecorded Unconditional Purchase Obligations Disclosure | As of December 31, 2022, the Company has commitments to purchase software and hosting services as follows (in millions): Year Ended December 31, Amount 2023 $ 14,002 2024 12,252 2025 12,718 2026 — Total $ 38,972 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 before income taxes (in thousands): Year Ended December 31, 2022 2021 North America EMEA Other Total North America EMEA Other Total Revenues: Sharing $ 171,839 59,172 323 231,334 $ 128,431 44,150 148 172,729 Product sales 12,255 1,071 — 13,326 16,104 1,711 — 17,815 Total revenues 184,094 60,243 323 244,660 144,535 45,861 148 190,544 Cost of revenues: Cost of sharing, exclusive of depreciation 69,357 37,043 147 106,547 80,442 22,720 42 103,204 Depreciation on sharing vehicles 40,058 19,367 60 59,485 21,831 25,483 21 47,335 Cost of product sales 11,471 683 — 12,154 16,189 1,148 3 17,340 Impairment of product sales inventory 31,769 — — 31,769 — — — — Total cost of revenues 152,655 57,093 207 209,955 118,462 49,351 66 167,879 Gross margin: Sharing 62,424 2,762 116 65,302 26,158 (4,053) 85 22,190 Product sales (30,985) 388 — (30,597) (85) 563 (3) 475 Total gross margin $ 31,439 3,150 116 34,705 $ 26,073 (3,490) 82 22,665 Reconciling items: Total expenses $ 391,436 $ 237,380 Loss before income taxes $ (356,731) $ (214,715) |
Description of Business (Detail
Description of Business (Details) | 12 Months Ended | |||
Nov. 04, 2021 $ / shares shares | Nov. 03, 2021 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares | |
Reverse Recapitalization [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.0001 | ||
Number of securities called by each warrant( in shares) | shares | 1 | |||
Sale of stock, number of shares issued in transaction (in share ) | shares | 16,000,000 | 6,730,000 | ||
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 | |||
Switchback | Warrants, each whole warrant exercisable for one share of Class A Common Stock | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 0.20 | |||
Common Class A | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 1 | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common Class A | Switchback | ||||
Reverse Recapitalization [Line Items] | ||||
Recapitalization exchange ratio | 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 | $ 0.0001 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | 14 Months Ended | |||||||||||
Nov. 05, 2021 tradingDay $ / shares shares | Oct. 31, 2021 | Mar. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 USD ($) segment shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) shares | Nov. 05, 2022 $ / shares | Nov. 04, 2021 shares | Nov. 03, 2021 shares | |||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Accumulated deficit | $ | [1] | $ 1,539,875 | $ 1,539,875 | $ 1,181,134 | $ 1,539,875 | ||||||||||
Net cash used in operating activities | $ | (56,831) | (131,627) | $ (150,151) | ||||||||||||
Cash and cash equivalents | $ | 33,469 | 33,469 | 128,556 | 43,158 | 33,469 | ||||||||||
Restricted cash and cash equivalents—current | $ | 4,978 | 4,978 | 30,142 | 4,978 | |||||||||||
Restricted cash and cash equivalents—non current | $ | $ 598 | 598 | 1,203 | $ 598 | |||||||||||
Impairment of product sales inventory | $ | 31,769 | 0 | 0 | ||||||||||||
Impairment of contractual deposits | $ | 14,700 | ||||||||||||||
Impairment, long-lived asset, held-for-use | $ | $ 89,400 | ||||||||||||||
Impairment, long-lived asset, held-for-use, statement of income or comprehensive income [Extensible Enumeration] | Impairment of assets | ||||||||||||||
Number of reportable segments | segment | 3 | ||||||||||||||
Expected dividend yield | 0% | ||||||||||||||
Number of securities called by each warrant( in shares) | 1 | ||||||||||||||
Tariff reimbursement | $ | $ 25,000 | $ 0 | [2] | 0 | [2] | 24,986 | [2] | ||||||||
Total tariff reimbursement | $ | 11,700 | ||||||||||||||
Tariff reimbursement benefit | $ | $ 9,400 | ||||||||||||||
Preferred stock, shares issued (shares) | 0 | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding (shares) | 0 | 0 | 0 | ||||||||||||
Product sales | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Impairment of product sales inventory | $ | $ 31,769 | $ 0 | $ 0 | ||||||||||||
Stock options | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Expected dividend yield | 0% | ||||||||||||||
Vesting period | 4 years | ||||||||||||||
Stock options | Share-based Payment Arrangement, Tranche One | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Vesting period | 1 year | ||||||||||||||
Vesting percentage | 25% | ||||||||||||||
Stock options | Share-based Payment Arrangement, Tranche Two | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Vesting period | 3 years | ||||||||||||||
Time-based vesting RSUs | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Vesting period | 4 years | 1 year | |||||||||||||
Time-based vesting RSUs | Share-based Payment Arrangement, Tranche One | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Vesting percentage | 25% | ||||||||||||||
Performance Shares | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Vesting period | 4 years | 4 years | |||||||||||||
C-1 Warrants | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Warrant outstanding (in shares) | 59,908 | ||||||||||||||
Number of securities called by each warrant( in shares) | 1 | ||||||||||||||
Exercise price of warrants (usd per share) | $ / shares | $ 13.36 | ||||||||||||||
Warrants | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Warrant outstanding (in shares) | 6,550,000 | ||||||||||||||
Number of securities called by each warrant( in shares) | 1 | ||||||||||||||
Public Warrants | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Warrant outstanding (in shares) | 6,324,972 | ||||||||||||||
Number of securities called by each warrant( in shares) | 1 | ||||||||||||||
Exercise price of warrants (usd per share) | $ / shares | $ 11.50 | ||||||||||||||
Common Class A | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 262,695,741 | 262,695,741 | 262,695,741 | 262,695,741 | |||||||||||
Common stock, shares outstanding (in shares) | 238,089,017 | 238,089,017 | 238,089,017 | 238,089,017 | |||||||||||
Common Class A | Earnout Shares | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability (in shares) | 30,000,000 | ||||||||||||||
Earnout period | 5 years | ||||||||||||||
Common Class A | Earnout Shares | Holders Of Common Stock Of Bird Rides Immediately Prior To Business Combination | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability (in shares) | 27,925,828 | ||||||||||||||
Common Class A | Earnout Shares | Derivative Instrument, Period, One | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12.50 | ||||||||||||||
Threshold trading days | tradingDay | 10 | ||||||||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||||||||
Common Class A | Earnout Shares | Derivative Instrument, Period, Two | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 20 | ||||||||||||||
Threshold trading days | tradingDay | 10 | ||||||||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||||||||
Common Class A | Earnout Shares | Derivative Instrument, Period, Three | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 30 | ||||||||||||||
Threshold trading days | tradingDay | 10 | ||||||||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||||||||
Common Class A | Switchback Founder Earn Back Shares | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability (in shares) | 1,976,563 | ||||||||||||||
Common Class A | Switchback Founder Earn Back Shares | Derivative Instrument, Period, One | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability (in shares) | 988,281 | ||||||||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12.50 | ||||||||||||||
Threshold trading days | tradingDay | 10 | ||||||||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||||||||
Common Class A | Switchback Founder Earn Back Shares | Derivative Instrument, Period, Two | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Derivative instrument, contingent consideration, liability (in shares) | 988,281 | ||||||||||||||
Derivative instrument, contingent consideration, liability, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 15 | ||||||||||||||
Threshold trading days | tradingDay | 10 | ||||||||||||||
Threshold consecutive trading days | tradingDay | 20 | ||||||||||||||
Class B Common Stock | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Common stock, shares issued (in shares) | 0 | 0 | 0 | ||||||||||||
Common stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||||||||
Minimum | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Property, plant and equipment, useful life | 1 year | ||||||||||||||
Lessee, operating lease, term | 1 year | 1 year | 1 year | ||||||||||||
Maximum | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Property, plant and equipment, useful life | 5 years | ||||||||||||||
Lessee, operating lease, term | 6 years | 6 years | 6 years | ||||||||||||
Standby Letters of Credit | |||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||
Letters of credit | $ | $ 5,500 | $ 5,500 | $ 25,600 | $ 5,500 | |||||||||||
[1]Shares of preferred stock and common stock have been retroactively restated to give effect to the Business Combination[2] (1) Includes stock-based compensation expense as follows: December 31, 2022 2021 2020 Cost of revenue $ — $ — $ 15 General and administrative 80,148 78,735 4,372 Selling and marketing 2,352 2,714 895 Research and development 12,835 5,182 892 Stock-based compensation expense $ 95,335 $ 86,631 $ 6,174 |
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, 2022 | |
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 Measurements - Fair
Fair Value Measurements - Fair Value Recurring (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | $ 1,892 | $ 136,196 |
Fair Value, Recurring | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 31,993 | 136,196 |
Fair Value, Recurring | Bird Canada Transaction Convertible Senior Secured Notes | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 30,100 | |
Fair Value, Recurring | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 1,459 | 106,003 |
Fair Value, Recurring | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 125 | 9,087 |
Fair Value, Recurring | Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 309 | 21,106 |
Fair Value, Recurring | Level 1 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 108 | 6,515 |
Fair Value, Recurring | Level 1 | Bird Canada Transaction Convertible Senior Secured Notes | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 1 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 108 | 6,515 |
Fair Value, Recurring | Level 2 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Bird Canada Transaction Convertible Senior Secured Notes | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 31,885 | 129,681 |
Fair Value, Recurring | Level 3 | Bird Canada Transaction Convertible Senior Secured Notes | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 30,100 | |
Fair Value, Recurring | Level 3 | Earnout Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 1,459 | 106,003 |
Fair Value, Recurring | Level 3 | Switchback Founder Earn Back Shares | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | 125 | 9,087 |
Fair Value, Recurring | Level 3 | Warrants | ||
Property, Plant and Equipment [Line Items] | ||
Derivative liabilities | $ 201 | $ 14,591 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Mark-to-market adjustments of derivatives liabilities, income (expense) | $ 134.3 | $ 51 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Funding receivable | $ 6,000 | $ 0 |
Insurance receivable | 4,000 | 0 |
Prepaid expenses | 3,667 | 8,321 |
Current deferred financing costs | 2,706 | 1,303 |
Indirect taxes receivable | 1,749 | 2,210 |
Product sales inventory deposits, net | 1,387 | 19,857 |
Other current assets | 3,106 | 2,087 |
Total prepaid expenses and other current assets | $ 22,615 | $ 33,778 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (4,415) | $ (4,497) | |
Total property and equipment, net | 612 | 1,526 | |
Loss on disposal of property and equipment | 0 | 0 | $ (3,400) |
Computer hardware, software, and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,813 | 2,438 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,584 | 1,354 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,630 | 2,231 | |
Property, Plant and Equipment, Other Types | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 1,400 | $ 2,800 | $ 4,600 |
Vehicles, net (Details)
Vehicles, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, net | $ 100,088 | $ 118,949 | |
Impairments of vehicles and spare parts | 54,300 | ||
Vehicles, net | |||
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | (94,490) | (31,119) | |
Total property and equipment, net | 100,088 | 118,949 | |
Depreciation | 59,500 | 47,300 | $ 23,800 |
Deployed vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 134,202 | 93,192 | |
Undeployed vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 31,900 | 46,867 | |
Spare parts | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 28,476 | $ 10,009 | |
Less: Accumulated depreciation | $ (7,800) |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 121,169 | |
Goodwill, ending balance | 0 | $ 121,169 |
North America | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 1,296 | 1,296 |
Foreign currency translation adjustment | 0 | 0 |
Impairment of goodwill | (1,296) | |
Goodwill, ending balance | 0 | 1,296 |
EMEA | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 119,873 | 129,959 |
Foreign currency translation adjustment | (9,443) | (10,086) |
Impairment of goodwill | (110,430) | |
Goodwill, ending balance | 0 | 119,873 |
Other | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 0 | 0 |
Foreign currency translation adjustment | 0 | 0 |
Impairment of goodwill | 0 | |
Goodwill, ending balance | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | $ 4,600 | |
Operating lease, liability payments due, period one | 3,467 | $ 4,400 |
Operating lease, liability payments due, period two | 733 | 2,000 |
Operating lease, liability payments due, period three | 365 | 100 |
Operating lease, liability payments due, period four | 325 | 100 |
Operating lease, liability payments due, period five | $ 43 | $ 100 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Lessee, operating lease, term | 6 years |
Leases - Operating Lease Balanc
Leases - Operating Lease Balances (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Operating lease, right-of-use asset, statement of financial position | Other assets |
Operating lease, liability, current, statement of financial position | Other current liabilities |
Operating lease, liability, noncurrent, statement of financial position | Other liabilities |
Operating lease assets | $ 4,283 |
Current operating lease liabilities | 3,186 |
Non-current operating lease liabilities | $ 1,324 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: | $ 5,183 |
Lease assets obtained in exchange for new lease obligations | $ 3,604 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | ||
2023 | $ 3,467 | $ 4,400 |
2024 | 733 | 2,000 |
2025 | 365 | 100 |
2026 | 325 | 100 |
2027 | 43 | $ 100 |
Thereafter | 0 | |
Total lease payments | 4,933 | |
Less: interest expense | (423) | |
Present value of lease liabilities | $ 4,510 |
Leases - Present Value of Opera
Leases - Present Value of Operating Lease Liabilities (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) | 1 year 8 months 26 days |
Weighted average interest rate | 9.39% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (202,192) | $ (207,744) | $ (105,738) |
Foreign | (154,539) | (6,971) | (102,931) |
Loss before income taxes | $ (356,731) | $ (214,715) | $ (208,669) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 385 | 31 | 38 |
Foreign | 1,752 | 178 | 26 |
Total current tax expense | 2,137 | 209 | 64 |
Deferred | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (127) | 0 | 0 |
Total deferred tax expense | 0 | 0 | 0 |
Loss before income taxes | $ 2,010 | $ 209 | $ 64 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21% | 21% | 21% |
Mark-to-market adjustments of Earnout and Earn Back Shares | 7.90% | 5% | 0% |
Executive compensation | (0.30%) | (4.30%) | 0% |
Goodwill Impairment | (7.70%) | 0% | 0% |
Valuation allowance | (14.50%) | (22.70%) | (22.90%) |
Other | (7.00%) | 0.90% | 1.90% |
Effective income tax rate | (0.60%) | (0.10%) | (0.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating losses | $ 287,256 | $ 284,411 |
Stock Based Compensation | 0 | 0 |
Fixed Assets | 21,037 | 0 |
Other | 55,761 | 22,994 |
Total deferred tax assets | 364,054 | 307,405 |
Deferred tax liabilities | ||
Property and equipment, net | 0 | (7,780) |
Other | (3,210) | (759) |
Total deferred tax liabilities | (3,210) | (8,539) |
Less: Valuation allowance | (360,717) | (298,866) |
Net deferred tax assets | $ 127 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Income Taxes [Line Items] | |||
Valuation allowance | $ 298,866,000 | $ 360,717,000 | |
Income tax penalties and interest accrued | 0 | 0 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | ||
Social security tax, employer, deferral, CARES act | $ 1,800,000 | ||
Repayment of social security tax, employer, deferral, CARES act | $ 900,000 | ||
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Valuation allowance | 284,400,000 | ||
Operating loss carryforwards, subject to expiration | 1,900,000 | ||
Operating loss carryforwards, not subject to expiration | 905,700,000 | ||
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] | |||
Valuation allowance | 76,300,000 | ||
Operating loss carryforwards | 257,200,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Operating loss carryforwards | 580,100,000 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | |||
Income Taxes [Line Items] | |||
Tax credit carryforward, amount | $ 7,100,000 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at beginning of year | $ 12,458 | $ 13,993 |
Gross increases—current year positions | 0 | 4,842 |
Gross increases—prior year positions | 25 | 0 |
Gross decreases—prior year positions | 0 | (6,377) |
Unrecognized tax benefits at end of year | $ 12,483 | $ 12,458 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued legal and regulatory expenses | $ 10,360 | $ 11,900 |
Direct listing accruals | 5,603 | 6,527 |
Accrued compensation and benefits | 5,282 | 3,559 |
Vendor accruals | 5,576 | 2,818 |
Accrued other | 6,592 | 6,624 |
Total accrued expenses | $ 33,413 | $ 31,428 |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2022 USD ($) $ / shares shares | Nov. 14, 2022 USD ($) | Jul. 31, 2022 | Jun. 30, 2021 USD ($) | Apr. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 30, 2022 USD ($) | Dec. 19, 2022 USD ($) | Oct. 07, 2022 USD ($) | Apr. 30, 2022 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment of debt | $ 0 | $ 2,304,000 | $ 0 | |||||||||||
Percentage of principal amount redeemed | 100% | |||||||||||||
Apollo Credit Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 40,000,000 | $ 150,000,000 | $ 150,000,000 | |||||||||||
Line of credit facility, remaining borrowing capacity | $ 5,000,000 | |||||||||||||
Apollo Credit Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 4,000,000 | |||||||||||||
Apollo Credit Agreement | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from long-term lines of credit | 92,200,000 | |||||||||||||
Long-term line of credit | $ 44,100,000 | 44,100,000 | ||||||||||||
Debt instrument, covenant, monthly reports delivered, period | 30 days | |||||||||||||
Payment for debt extinguishment or debt prepayment cost | $ 15,000,000 | |||||||||||||
Repayments of long-term lines of credit | $ 25,000,000 | 96,900,000 | ||||||||||||
Debt issuance costs | 5,000,000 | 5,000,000 | $ 1,000,000 | |||||||||||
Apollo Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.10% | |||||||||||||
Apollo Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 1% | |||||||||||||
Apollo Credit Agreement | Secured Debt | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 7.50% | |||||||||||||
Apollo Credit Agreement | Letter of Credit | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term line of credit | $ 25,000,000 | |||||||||||||
Apollo Credit Agreement, EMEA Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 50,000,000 | |||||||||||||
Term Loans | Secured Debt | 2021 DB Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants fair value | $ 600,000 | |||||||||||||
Term Loans | Secured Debt | 2020 DB Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from warrant exercises | $ 600,000 | |||||||||||||
Initial Term Loan | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Repayments of long-term lines of credit | $ 31,200,000 | |||||||||||||
Loss on extinguishment of debt | $ 2,300,000 | |||||||||||||
Incremental Term Loans | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest expense, debt | 8,300,000 | $ 2,200,000 | $ 4,300,000 | |||||||||||
Convertible Senior Secured Notes due 2027 | Secured Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs | 700,000 | 700,000 | ||||||||||||
Outstanding principal balance | 30,100,000 | 30,100,000 | ||||||||||||
Current receivables | 6,000,000 | 6,000,000 | ||||||||||||
Convertible Senior Secured Notes due 2027 | Convertible Notes Payable | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, face amount | $ 30,100,000 | $ 30,100,000 | ||||||||||||
Stated percentage | 12% | 12% | ||||||||||||
Converted instrument, shares issued (shares) | shares | 711 | |||||||||||||
Conversion ratio | 0.711 | |||||||||||||
Convertible Senior Secured Notes due 2027 | Convertible Notes Payable | Common Class A | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Converted instrument, shares issued (shares) | shares | 3,473 | |||||||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 0.2879 | $ 0.2879 | ||||||||||||
Conversion ratio | 3.473 | |||||||||||||
Convertible Senior Secured Notes due 2027 | Convertible Notes Payable | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.50% | 7.50% |
Common Stock (Details)
Common Stock (Details) | 1 Months Ended | 12 Months Ended | ||||
Dec. 19, 2022 shares | Nov. 04, 2021 $ / shares shares | May 31, 2022 USD ($) installment | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 $ / shares shares | Nov. 03, 2021 $ / shares | |
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000001 | $ 0.0001 | ||||
Sale of stock, number of shares issued in transaction (in share ) | 16,000,000 | 6,730,000 | ||||
Sale of stock, consideration received on transaction | $ | $ 3,200,000 | |||||
Sale of stock, number of shares issued as a commitment fee (shares) | 217,203 | |||||
Preferred stock, shares authorized (shares) | 100,000,000 | |||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||
Preferred stock, shares issued (shares) | 0 | |||||
Preferred stock, shares outstanding (shares) | 0 | |||||
Promissory Note | ||||||
Class of Stock [Line Items] | ||||||
Notes payable | $ | $ 21,000,000 | $ 4,200,000 | ||||
Stated percentage | 0% | |||||
Discount percentage | 4.76% | |||||
Debt instrument, repayment, monthly payment start date, period post issuance date | 3 months | |||||
Premium percentage | 2% | |||||
Common Class A | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 262,695,741 | 262,695,741 | ||||
Common stock, shares outstanding (in shares) | 238,089,017 | 238,089,017 | ||||
Common stock, votes per share | vote | 1 | |||||
Common Class A | Promissory Note | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in share ) | 2,484,720 | |||||
Common Class A | Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, purchase agreement, maximum consideration to be received | $ | $ 100,000,000 | |||||
Sale of stock, purchase agreement, term | 36 months | |||||
Sale of stock, purchase agreement, maximum aggregate value of common stock per advance | $ | $ 20,000,000 | |||||
Sale of stock, purchase agreement, maximum percentage of outstanding shares potentially obligated to purchase | 4.99% | |||||
Sale of stock, maximum percentage of outstanding shares issuable without stockholder approval | 19.99% | |||||
Purchase agreement, number of installments | installment | 3 | |||||
Purchase agreement, share issuance period | 6 months | |||||
Class B Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 10,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Common stock, shares issued (in shares) | 0 | |||||
Common stock, shares outstanding (in shares) | 0 | |||||
Common stock, votes per share | vote | 1 | |||||
Common Class X | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 34,534,930 | 34,534,930 | ||||
Common stock, shares outstanding (in shares) | 34,534,930 | 34,534,930 | ||||
Common stock, votes per share | vote | 20 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Jan. 01, 2022 | Nov. 04, 2021 | May 10, 2017 | Apr. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | 227,000 | ||||
Granted, weighted average fair value (in usd per share) | $ 6.97 | |||||
Time-based vesting RSUs | Share-based Payment Arrangement, Tranche One | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock price threshold (in usd per share) | $ 12.50 | |||||
Time-based vesting RSUs | Share-based Payment Arrangement, Tranche Two | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock price threshold (in usd per share) | 20 | |||||
Time-based vesting RSUs | Share-based Payment Arrangement, Tranche Three | Management | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock price threshold (in usd per share) | $ 30 | |||||
Stock Options and Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock based compensation expense | $ 81.5 | |||||
2017 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award requisite service period | 4 years | |||||
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 | |||||
2017 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 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award requisite service period | 4 years | 1 year | ||||
Maximum number of additional shares from previous plan | 17,800,000 | |||||
Percentage increase in share available for issuance | 5% | |||||
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 | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares reserved for future issuance (in shares) | 13,700,000 | 59,500,000 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options Outstanding (in thousands) | |||
Options outstanding, beginning balance (in shares) | 12,421,000 | 16,924,000 | |
Granted (in shares) | 0 | 227,000 | |
Exercised (in shares) | (2,357,000) | (2,356,000) | |
Forfeited and canceled (in shares) | (1,172,000) | (2,291,000) | |
Expired (in shares) | (443,000) | (82,000) | |
Options outstanding, ending balance (in shares) | 8,449,000 | 12,421,000 | 16,924,000 |
Weighted-Average Exercise Price Per Share | |||
Weighted-Average Exercise Price Per Share, outstanding beginning balance (in usd per share) | $ 0.30 | $ 0.20 | |
Weighted-Average Exercise Price Per Share, Granted (in usd per share) | 0 | 6.36 | |
Weighted-Average Exercise Price Per Share. Exercised (in usd per share) | (0.16) | (0.17) | |
Weighted-Average Exercise Price Per Share, Forfeited and canceled (in usd per share) | (0.21) | (0.24) | |
Weighted-Average Exercise Price Per Share, Expired (in usd per share) | (1.12) | (0.20) | |
Weighted-Average Exercise Price Per Share, outstanding ending balance (in usd per share) | $ 0.36 | $ 0.30 | $ 0.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Vested and expected to vest as of end of period (in shares) | 8,449,000 | ||
Vested and expected to vest as of end of period (in usd per share) | $ 0.36 | ||
Exercisable as of end of period (in shares) | 7,486,000 | ||
Exercisable as of end of period (in usd per share) | $ 0.29 | ||
Aggregate intrinsic value, outstanding | $ 170,997 | $ 72,940 | $ 40,909 |
Aggregate intrinsic value, outstanding | 170,997 | ||
Aggregate intrinsic value, exercisable | $ 145,294 | ||
Weighted-Average Remaining Contractual Life, outstanding | 3 years 11 months 1 day | 8 years 2 months 15 days | 9 years 2 months 15 days |
Weighted-Average Remaining Contractual Life, vested and expected to vest | 3 years 11 months 1 day | ||
Weighted-Average Remaining Contractual Life, exercisable | 3 years 7 months 2 days |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected dividend yield | 0% | |
Stock options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (in years) | 5 years 10 months 28 days | |
Risk-free interest rate | 1.70% | |
Expected volatility | 50.80% | |
Expected dividend yield | 0% |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - Schedule of Restricted Stock Units Activity (Details) - Time-based vesting RSUs - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Restricted Stock Units (in thousands) | ||
Beginning balance (in shares) | 53,238 | 0 |
Granted (in shares) | 30,972 | 53,936 |
Canceled (in shares) | (13,799) | (22) |
Forfeited (in shares) | (34,196) | (676) |
Ending balance (in shares) | 36,215 | 53,238 |
Weighted Average Grant Date Fair Value | ||
Nonvested, Weighted Average Grant Date Fair Value, beginning balance (in usd per share) | $ 6.87 | $ 0 |
Granted, Weighted Average Grant Date Fair Value (in usd per share) | 1.44 | 6.88 |
Canceled, Weighted Average Grant Date Fair Value (in usd per share) | (5.43) | (8.16) |
Forfeited, Weighted Average Grant Date Fair Value (in usd per share) | (5.98) | (7.57) |
Nonvested, Weighted Average Grant Date Fair Value, ending balance (in usd per share) | $ 3.65 | $ 6.87 |
Stock-Based Compensation Expe_7
Stock-Based Compensation Expense - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 95,335 | $ 86,631 | $ 6,174 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 0 | 0 | 15 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 80,148 | 78,735 | 4,372 |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | 2,352 | 2,714 | 895 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total | $ 12,835 | $ 5,182 | $ 892 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||
Net loss | $ (358,741) | $ (214,924) | $ (208,733) | |
Adjustment to net loss attributable to common stockholders | 0 | (15,540) | 0 | |
Net loss attributable to common stockholders | $ (358,741) | $ (230,464) | $ (208,733) | |
Denominator: | ||||
Weighted-average shares of common stock, basic (in shares) | [1] | 277,997,031 | 84,260,800 | 37,366,609 |
Weighted-average shares of common stock, diluted (in shares) | [1] | 277,997,031 | 84,260,800 | 37,366,609 |
Loss per share: | ||||
Basic loss per share (in dollars per share) | $ (1.29) | $ (2.74) | $ (5.59) | |
Diluted loss per share (in dollars per share) | $ (1.29) | $ (2.74) | $ (5.59) | |
[1](2) 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 shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | 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 | 59,576 | 80,881 | 162,790 |
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 | 0 | 135,225 |
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 | 0 | 3,993 |
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 | 0 | 4,032 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 8,449 | 12,730 | 19,446 |
Time-based vesting RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 25,515 | 24,166 | 0 |
Market-based vesting RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 10,700 | 29,073 | 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 | 0 | 94 |
Warrants, each whole warrant exercisable for one share of Class A Common Stock | Common Class A | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 12,935 | 12,935 | 0 |
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 | 1,977 | 0 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Long-term Purchase Commitment [Line Items] | |||
Minimum payments in the next 12 months | $ 18,000,000 | ||
Minimum payments thereafter | 26,100,000 | ||
Promissory Note | |||
Long-term Purchase Commitment [Line Items] | |||
Notes payable | 4,200,000 | $ 21,000,000 | |
Software and Hosting Services | |||
Long-term Purchase Commitment [Line Items] | |||
Unrecorded unconditional purchase obligation, purchases | $ 1,200,000 | $ 5,600,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Purchase Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 14,002 |
2024 | 12,252 |
2025 | 12,718 |
2026 | 0 |
Total | $ 38,972 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 244,660 | $ 190,544 | $ 90,105 |
Depreciation on sharing vehicles | 59,485 | 47,335 | |
Impairment of product sales inventory | 31,769 | 0 | 0 |
Total cost of revenues | 209,955 | 167,879 | 115,992 |
Total gross margin | 34,705 | 22,665 | (25,887) |
Total expenses | 391,436 | 237,380 | |
Loss before income taxes | (356,731) | (214,715) | (208,669) |
Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 231,334 | 172,729 | 75,445 |
Cost of revenue | 106,547 | 103,204 | 69,485 |
Depreciation on sharing vehicles | 59,485 | 47,335 | 23,791 |
Total gross margin | 65,302 | 22,190 | (17,831) |
Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 13,326 | 17,815 | 14,660 |
Cost of revenue | 12,154 | 17,340 | 22,716 |
Impairment of product sales inventory | 31,769 | 0 | 0 |
Total gross margin | (30,597) | 475 | $ (8,056) |
North America | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 184,094 | 144,535 | |
Depreciation on sharing vehicles | 40,058 | 21,831 | |
Total cost of revenues | 152,655 | 118,462 | |
Total gross margin | 31,439 | 26,073 | |
North America | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 171,839 | 128,431 | |
Cost of revenue | 69,357 | 80,442 | |
Total gross margin | 62,424 | 26,158 | |
North America | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 12,255 | 16,104 | |
Cost of revenue | 11,471 | 16,189 | |
Impairment of product sales inventory | 31,769 | 0 | |
Total gross margin | (30,985) | (85) | |
EMEA | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 60,243 | 45,861 | |
Depreciation on sharing vehicles | 19,367 | 25,483 | |
Total cost of revenues | 57,093 | 49,351 | |
Total gross margin | 3,150 | (3,490) | |
EMEA | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 59,172 | 44,150 | |
Cost of revenue | 37,043 | 22,720 | |
Total gross margin | 2,762 | (4,053) | |
EMEA | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,071 | 1,711 | |
Cost of revenue | 683 | 1,148 | |
Impairment of product sales inventory | 0 | 0 | |
Total gross margin | 388 | 563 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 323 | 148 | |
Depreciation on sharing vehicles | 60 | 21 | |
Total cost of revenues | 207 | 66 | |
Total gross margin | 116 | 82 | |
Other | Sharing | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 323 | 148 | |
Cost of revenue | 147 | 42 | |
Total gross margin | 116 | 85 | |
Other | Product sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | |
Cost of revenue | 0 | 3 | |
Impairment of product sales inventory | 0 | 0 | |
Total gross margin | $ 0 | $ (3) |
Subsequent Events (Details)
Subsequent Events (Details) - Convertible Notes Payable - Convertible Senior Secured Notes due 2027 - USD ($) $ in Millions | 1 Months Ended | |
Jan. 03, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 30.1 | |
Stated percentage | 12% | |
Converted instrument, shares issued (shares) | 711 | |
Bird Canada | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Debt instrument, face amount | $ 27 | |
Stated percentage | 12% | |
Common Class A | ||
Subsequent Event [Line Items] | ||
Converted instrument, shares issued (shares) | 3,473 | |
Common Class A | Bird Canada | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Converted instrument, shares issued (shares) | 18,204,365 |