Bird Global, Inc. [BRDS-WT] Filings

10-Q 1 brds-20230630.htm 10-Q brds-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 10-Q

______________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-41019

______________________

Bird Global, Inc.

(Exact Name of Registrant as Specified in Its Charter)

______________________


Delaware						86-3723155
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

392 NE 191st Street, #20388 Miami, Florida						33179
(Address of principal executive offices)						(Zip code)

(866) 205-2442

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

______________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock,
$0.0001 par value per share

BRDS

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A Common Stock

BRDS WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 3, 2023, there were 11,548,344 shares of the registrant’s Class A Common Stock, $0.0001 par value per share, outstanding, which includes restricted shares of our Class A Common Stock held by certain equity award holders under the Bird Global, Inc. 2021 Equity Incentive Plan, as well as restricted shares of Class A Common Stock issued upon early exercises of options, and 1,381,398 shares of the registrant’s Class X Common Stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and six months ended June 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	9
	Notes to Condensed Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Bird Global, Inc.

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except per share amounts and number of shares)


	June 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	6,806	$	33,469
Restricted cash and cash equivalents—current	4,313		4,978
Accounts receivable, net	790		2,188
Inventory	1,477		1,535
Prepaid expenses and other current assets	11,818		22,615
Total current assets	25,204		64,785
Restricted cash and cash equivalents—non current	625		598
Vehicle deposits	43,979		48,783
Vehicles, net	85,693		100,088
Goodwill	30,083		—
Other assets	9,429		11,402
Total assets	$	195,013	$	225,656
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	21,469		20,235
Accrued expenses	28,520		33,413
Deferred revenue	43,161		47,820
Notes payable—current	21,014		22,200
Other current liabilities	8,330		10,950
Total current liabilities	122,494		134,618
Notes payable—non current (including $58.9 million at June 30, 2023 and $30.1 million at December 31, 2022 of Convertible Senior Secured Notes measured at fair value)	75,988		56,205
Derivative liabilities	840		1,892
Other liabilities	6,616		7,831
Total liabilities	205,938		200,546
Commitments and contingencies (Note 12)
Stockholders’ (Deficit) Equity
Class A common stock, $0.0001 par value, 40,000,000 shares authorized, and 11,412,129 and 10,507,830 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively, and Class X common stock, $0.0001 par value, 2,000,000 shares authorized, 1,381,398 shares issued and outstanding as of June 30, 2023 and December 31, 2022	32		30
Additional paid-in capital	1,589,717		1,572,576
Accumulated other comprehensive loss	(7,171)		(7,621)
Accumulated deficit	(1,593,503)		(1,539,875)
Total stockholders’ (deficit) equity	(10,925)		25,110
Total liabilities and stockholders’ equity	$	195,013	$	225,656

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share amounts and number of shares)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Revenues from sharing	$	46,764	$	60,623	$	75,281	$	90,830
Revenues from platform partner services	662		1,867		1,356		2,606
Revenues from product sales	908		4,275		1,234		8,703
Total revenues	48,334		66,765		77,871		102,139
Cost of revenues:
Cost of sharing, exclusive of depreciation	20,364		33,551		34,444		54,603
Depreciation on sharing vehicles	7,683		18,424		17,518		27,364
Total cost of sharing	28,047		51,975		51,962		81,967
Cost of platform partner services	324		529		606		863
Cost of product sales	613		5,734		868		9,963
Impairment of product sales inventory	—		31,769		—		31,769

Total cost of revenues	28,984		90,007		53,436		124,562
Total gross profit (loss)	19,350		(23,242)		24,435		(22,423)
Other operating expenses:
General and administrative	30,424		84,393		62,064		169,043
Selling and marketing	1,184		5,359		3,119		10,410
Research and development	3,734		12,324		10,713		22,837
Impairment of assets	—		215,822		—		215,822
Loss on Disposal of Fixed Assets	741		—		741		—
Total operating expenses	36,083		317,898		76,637		418,112
Loss from operations	(16,733)		(341,140)		(52,202)		(440,535)
Interest income	105		8		112		81
Interest expense	(1,905)		(2,618)		(3,874)		(4,092)
Other income, net	8,267		23,518		2,288		132,098
Loss before income taxes	(10,266)		(320,232)		(53,676)		(312,448)
(Benefit from) provision for income taxes	(956)		84		(48)		121
Net loss	(9,310)		(320,316)		(53,628)		(312,569)
Loss per share
Basic	$	(0.73)	$	(29.04)	$	(4.22)	$	(28.45)
Diluted	$	(0.73)	$	(29.04)	$	(4.22)	$	(28.45)
Weighted-average shares of common stock outstanding, basic and diluted
Basic	12,778,686		11,031,487		12,714,504		10,987,881
Diluted	12,778,686		11,092,344		12,714,504		11,029,365

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss	$	(9,310)	$	(320,316)	$	(53,628)	$	(312,569)
Other comprehensive loss, net of tax:
Change in currency translation adjustment	(11)		(11,563)		450		(16,036)
Other comprehensive (loss) income	(11)		(11,563)		450		(16,036)
Total comprehensive loss	$	(9,321)	$	(331,879)	$	(53,178)	$	(328,605)

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2021	10,904,958	$	27	$	1,475,300	$	7,538	$	(1,181,134)	$	301,731
Net income								7,748		7,748
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	33,744	—		169						169
Issuance of Common Stock through settlement of restricted stock units	72,690	—								—
Shares of Common Stock withheld related to net share settlement	(24,318)	—		(1,903)						(1,903)
Stock-based compensation expense				48,704						48,704
Foreign currency translation adjustment						(4,473)				(4,473)
Balance at March 31, 2022	10,987,074	$	27	$	1,522,270	$	3,065	$	(1,173,386)	$	351,976
Net loss								(320,316)		(320,316)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	9,148	—		88						88
Issuance of Common Stock through settlement of restricted stock units	224,483	1								1
Shares of Common Stock withheld related to net share settlement	(5,778)	—		(108)						(108)
Issuance of Commitment Fee Shares	2,897	—		56						56

Stock-based compensation expense				43,650						43,650
Issuance of Redeemable Convertible Senior Preferred Stock, net of derivatives and issuance costs, and accrual of paid-in kind dividends										—
Foreign currency translation adjustment						(11,563)				(11,563)
Balance at June 30, 2022	11,217,824	$	28	$	1,565,956	$	(8,498)	$	(1,493,703)	$	63,784

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(Unaudited, in thousands, except number of shares)


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Balance at December 31, 2022	11,889,227	$	30	$	1,572,576	$	(7,621)	$	(1,539,875)	$	25,110
Net loss								(44,318)		(44,318)
Issuance of Common Stock through Bird Canada Inc. acquisition transaction	728,175	2		3,694						3,696
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	50,097	—		205						205
Issuance of Common Stock through settlement of restricted stock units	97,682	—		—						—
Shares of Common Stock withheld related to net share settlement	(535)	—		(4)						(4)
Stock-based compensation expense				7,280						7,280
Foreign currency translation adjustment						461				461
Balance at March 31, 2023	12,764,646	$	32	$	1,583,751	$	(7,160)	$	(1,584,193)	$	(7,570)
Net loss								$	(9,310)	(9,310)
Issuance of Common Stock through Bird Canada Inc. acquisition transaction										—
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	28,793	—		45						45
Issuance of Common Stock through settlement of restricted stock units	88	—		—						—
Shares of Common Stock withheld related to net share settlement										—
Stock-based compensation expense				5,921						5,921
Foreign currency translation adjustment						$	(11)			(11)
Balance at June 30, 2023	12,793,527	$	32	$	1,589,717	$	(7,171)	$	(1,593,503)	$	(10,925)

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities
Net loss	$	(53,628)	$	(312,569)
Adjustments to reconcile net loss to net cash used in operating activities:
Mark-to-market adjustments of derivative liabilities and fair valued convertible notes	(1,998)		(134,936)
Impairment of assets	—		215,822
Impairment of product sales inventory	—		31,769
Depreciation and amortization	18,271		28,829
Non-cash vehicle expenses	1,799		7,160
Loss on disposal of vehicles	741		—
Stock-based compensation expense	13,201		92,354
Amortization of debt issuance costs and discounts	1,188		1,127
Bad debt (recovery) expense	(118)		4,898
Other	424		(779)
Changes in assets and liabilities:
Accounts receivable	1,612		(1,223)
Inventory	1,368		7,725
Prepaid expenses and other current assets	5,051		(13,332)
Other assets	416		266
Accounts payable	974		11,642
Deferred revenue	(6,535)		6,106
Accrued expenses and other current liabilities	(3,071)		9,703
Other liabilities	(3,207)		(1,703)
Net cash used in operating activities	(23,512)		(47,141)
Cash flows from investing activities
Proceeds from sale of vehicles	199		—
Purchases of property and equipment	(168)		(430)
Purchases of vehicles	(3,150)		(82,883)
Net cash used in investing activities	(3,119)		(83,313)
Cash flows from financing activities
Proceeds from borrowings, net of issuance costs	—		95,365
Proceeds from issuance of convertible debt, net of issuance costs	8,619		—
Proceeds for the issuance of common stock	250		258
Payments for taxes related to net share settlement	(4)		(2,011)
Payment for settlement of debt	(10,225)		(21,452)
Proceeds from issuance of convertible debt from Bird Canada acquisition	994		—
Net cash (used in) provided by financing activities	(366)		72,160
Effect of exchange rate changes on cash	(304)		3,498
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(27,301)		(54,796)
Cash and cash equivalents and restricted cash and cash equivalents
Beginning of period	39,045		159,901
End of period	$	11,744	$	105,105
Components of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	6,806		57,140
Restricted cash and cash equivalents	4,938		47,965
Total cash and cash equivalents and restricted cash and cash equivalents	$	11,744	$	105,105

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies

Company Overview

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”), a white-label offering where partners purchase vehicles from Bird and pay service and license fees for the use of our platform (“Platform”) and sales of Bird-designed vehicles for personal use (“Retail Sales”).

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Form 10-K"). All intercompany balances and transactions are eliminated upon consolidation.

The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited annual consolidated financial statements as of that date. The condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive (loss) income, stockholders’ (deficit) equity, and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.

Effective May 18, 2023, the Board approved the reverse split at a ratio of one-for-twenty-five and the Company filed the Certificate of Amendment with the Security of State of the State of Delaware to effect the reverse stock split.

As a result of the reverse stock split, every twenty-five (25) shares of the Class A Common Stock were automatically reclassified and converted into one issued and outstanding share of Class A Common Stock, without any change in par value per share, and every twenty-five (25) shares of the Class X Common Stock were automatically reclassified and converted into one issued and outstanding share of Class X Common Stock, without any change in par value per share. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. The Company’s public warrants were not included as part of the reverse stock split, however, the shares for which the public warrants are exercisable, and their exercise price, were adjusted by a corresponding ratio to the reverse stock split. Any fractional shares issued upon exercise of the public warrants were rounded down. Accordingly, all common share and per share data are retrospectively restated to give effect of the reverse stock split for all periods presented herein.

Effective as of January 3, 2023, the Company entered into the Share Purchase Agreement with 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 Share Consideration Notes, 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. Bird Canada operations were included in the condensed consolidated financial statements for the quarter.

Revenues and Cost of Revenues from Sharing include the activities of the Company’s ride sharing operations involving our in-house managed and fleet manager managed vehicles. Under the Sharing model, the Company retains title to the vehicles in use, and this model is accounted for under Accounting Standards Codification 842 - Leases.

Platform Partner Services Revenue and Cost of Platform Partner Services Revenue include the service fees received from the Company’s platform partners for use of the Company’s proprietary software platform, as well as the costs associated with provision of those services.

Product Sales and Cost of Product sales include the sale of vehicles and spare parts to retail partners, as well as platform partners.

Both Platform Partner Services Revenue and Product Sales activities are accounted for under Accounting Standards Codification 606 - Revenues from Contracts with Customers.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of December 31, 2022.

Certain amounts from prior periods have been reclassified to conform to the current period’s presentation. None of these reclassifications had a material impact on the Company's condensed consolidated financial statements. In particular, the presentation of revenues in the condensed consolidated statements of operations has been revised to identify three distinct revenue streams (revenues from sharing, revenues from platform partner services and revenues from product sales) and their related costs on the face of the statement. Revenues from sharing and from platform partner services were combined into a single revenue stream in the Company’s previous financial statements.

Going Concern

The Company has incurred recurring losses and negative cash flows since inception and has an accumulated deficit of $1,593.5 million as of June 30, 2023. For the three and six months ended June 30, 2023, the Company used approximately $1.8 million and $23.5 million of cash in operations, respectively. 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 obtain 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 June 30, 2023, the Company had $6.8 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 condensed 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. As such, these factors raise substantial doubt about the Company’s ability to continue as a going concern.

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Therefore, the condensed consolidated financial statements for the three and six months ended June 30, 2023 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 condensed 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 condensed 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 condensed consolidated financial statements. On an ongoing basis, management evaluates estimates, which are subject to significant judgment, including, but 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, certain equity awards and fair valued convertible senior secured notes, loss contingencies, valuation allowance for deferred income taxes, and the collectability of accounts receivable. Actual results could differ from those estimates.

Evaluation of Long-Lived Assets for Impairment

The Company evaluates its held for use 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 three and six months ended June 30, 2023, the Company concluded that there were no indicators of impairment and, therefore, no impairment was recorded.

Recently Adopted Accounting Pronouncements and Issued Accounting Standards Not Yet Adopted

The Company adopted ASU 2016-02 - Leases (Topic 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 three and six months ended June 30, 2023. 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. See the “Recently Adopted Accounting Pronouncements” section under the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) for additional information.

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.

Note 2 – Fair Value Measurements

Recurring Fair Value Measurements

Fair value is defined for accounting purposes 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 nonperformance 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 Non-Recurring Basis

Earnout Shares and Private and Public Warrants

In connection with the execution of the Business Combination Agreement, the Company designated 30.0 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 a restricted stock unit (“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 “Earnout Triggering Events” are tied to the daily volume-weighted average sale price of one share of Class A Common Stock quoted on the New York Stock Exchange (“NYSE”) for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

NGP Switchback II, LLC 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 0.8 million shares of Class A Common Stock held by them (the “Switchback Founder Earn Back Shares”), which will cease to be subject to potential forfeiture based upon events tied to the average reported last sale price of one share of our Class A Common Stock quoted on the NYSE for any ten trading days within any 20 consecutive trading day period within the Earnout Period.

Immediately after giving effect to the Business Combination, the Company assumed 6.6 million private placement warrants from Switchback (the “Private Placement Warrants”) and 6.3 million public warrants from Switchback (the “Public Warrants”). In addition, there were 0.1 million warrants outstanding to purchase shares of Class A Common Stock (collectively with the Private Placement Warrants and the Public Warrants, the “Warrants”).

Debt Valued at Fair Value

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 139 shares of Class A Common Stock per $1,000 principal amount of the Notes, equivalent to a conversion price of approximately $7.1942 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 29 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.

In January 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”), 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. Therefore, the total assumed long-term debt valued at fair value at the time of the acquisition was revalued at June 30, 2023 to reflect the period end fair value.

In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional secured promissory notes by the “First Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.

The Company’s derivative liabilities are remeasured at fair value through Other income, net 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. 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.

The following tables detail the fair value measurements of derivative liabilities that are measured at a fair value on a recurring basis (in thousands):


	June 30, 2023
	Level 1		Level 2		Level 3		Total
Notes(1)	$	—	$	—	$	58,883	$	58,883
Earnout Shares	—		—		264		264
Switchback Founder Earn Back Shares	—		—		24		24
Warrants	511		—		40		551
Total liabilities measured at fair value	$	511	$	—	$	59,211	$	59,722

(1) See Note 8 — Notes Payable for additional information. Mark-to-market adjustments of the Notes were gains of $5.7 million and $0.9 million for the three and six months ended June 30, 2023 (2022 - $nil).


	December 31, 2022
	Level 1		Level 2		Level 3		Total
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 8 — Notes Payable for additional information. Mark-to-market adjustments of the Notes were immaterial for the year ended December 31, 2022.

(2) Amounts associated with the issuance and mark-to-market adjustments of derivative liabilities are reflected in Other income, net and totaled $2.4 million and $26.3 million of other income for the three months ended June 30, 2023 and 2022, respectively, and $1.1 million and $134.9 million of other income for the six months ended June 30, 2023 and 2022, respectively.

Note 3 – Acquisitions

Effective as of January 3, 2023, the Company entered into the Share Purchase Agreement with 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 Share Consideration Notes and 728,175 shares of the Company's Class A Common Stock.

Bird Canada is a micromobility company based in Toronto, Canada with operations throughout Canada. The purpose of the acquisition was to add additional profitable operations to Bird’s global platform, while consolidating our North American operations.

The results of Bird Canada’s operations, including revenues and expenses, are included in the statements of operations for the Company from the date of the transaction. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. The Company acquired Bird Canada for $30.7 million. Assets acquired included 1.0 million of cash, $29.4 million of goodwill and $0.7 million of intangible assets.

Goodwill is attributable to the assembled workforce and the expected synergies from the acquisition. The purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on estimated fair values as of the acquisition date as follows (in thousands):


	Fair Value
Assets acquired:
Current assets	$	1,364
Vehicles	1,555
Goodwill	29,437
Other intangible assets	696
Other non-current assets	157
Current liabilities	(2,536)
Total net assets acquired	$	30,673
Consideration paid - notes	$	26,977
Consideration paid - issuance of common shares	3,696
Total purchase price	$	30,673

These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. The Company has one year from the date of the acquisition to finalize its purchase price equation.

The following table sets forth the components of intangible assets acquired (in thousands) and their estimated useful life as of the date of acquisition:


	Estimated Useful Life	January 3, 2023
Trade names/trademarks	3 years	$	325
Customer relationships	2 years	113
Vendor permits	3 years	258
Total intangible assets		$	696

Note 4 –Prepaid Expenses and Other Current Assets

The Company’s prepaid expenses and other current assets consists of the following (in thousands):


	June 30, 2023		December 31, 2022
Funding receivable	$	—	$	6,000
Insurance receivable	—		4,000
Prepaid insurance	1,385		2,348
Prepaid expenses	1,693		3,667
Product sales inventory deposits, net	2,449		1,387
Current deferred financing costs	2,466		2,706
Indirect taxes receivable	2,085		1,749
Other current assets	1,740		758
Total prepaid expenses and other current assets	$	11,818	$	22,615

Note 5 –Vehicles, net

The Company’s vehicles balance consists of the following (in thousands):


	June 30, 2023		December 31, 2022
Vehicles in use	$	108,899	$	134,202
Vehicles not yet in use	28,155		31,900
Spare parts	26,699		28,476
Less: Accumulated depreciation (1)	(78,060)		(94,490)
Vehicles, net	$	85,693	$	100,088

(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 were no such impairments recorded during the six months ended June 30, 2023.

Depreciation on Sharing vehicles was $7.7 million and $18.4 million for the three months ended June 30, 2023 and 2022, respectively, and $17.5 million and $27.4 million for the six months ended June 30, 2023 and 2022, respectively.

Note 6 – 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.

During the six months ended June 30, 2023, in relation to the Bird Canada acquisition, the Company recognized $30.1 million of goodwill. The Company’s goodwill balance as of June 30, 2023 and December 31, 2022 was $30.1 million and $nil, respectively.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates.

Note 7 – Income Taxes

The Company computes its quarterly income tax provision and resulting effective tax rate by using a forecasted annual effective tax rate and adjusting for any discrete items arising during the quarter. The Company’s effective tax rate was 0.0% and 0.1% for the three and six months ended June 30, 2023 and 0.0% for the three and six months ended June 30, 2022, respectively.

The effective tax rate differs from the U.S. statutory tax rate primarily due to a valuation allowance against our U.S. deferred tax assets and majority of foreign deferred tax assets. The Company expects to maintain this valuation allowance until it becomes more likely than not that the benefit of our deferred tax assets will be realized by way of expected future taxable income.

Note 8 – Notes Payable

This table summarizes the Company’s note payable balances (in thousands) at June 30, 2023.



	June 30, 2023		December 31, 2022
Apollo Vehicle Financing Facility	$	38,119	$	44,105
Convertible Senior Secured Notes	58,883		30,100
Promissory Note Payable	—		4,200
Total Notes Payable	$	97,002	$	78,405

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 the commitment amount (the “Vehicle Financing Facility”) with no right to re-borrow any portion of the Vehicle Financing Facility that is repaid or prepaid.

The borrowing limit was $150.0 million of which $5.0 million remains available to borrow at June 30, 2023. The Company drew down $nil and repaid $6.0 million during the six months ended June 30, 2023. The outstanding principal balance under the Vehicle Financing Facility as of June 30, 2023 was $38.1 million. The following is the repayment schedule (in thousands) over the remaining term:


	2023 (six months remaining)		2024		Total
Payment amounts	$	11,514	$	26,605	$	38,119

The outstanding Vehicle Financing Facility balances bear interest at the Secured Overnight Financing Rate (“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 January 13, 2025 (“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.

Interest Expense

Interest expense related to the Apollo Vehicle Financing Facility was $1.9 million and $2.6 million for the three months ended June 30, 2023 and 2022, respectively, and $3.9 million and $4.1 million for the six months ended June 30, 2023 and 2022, respectively.

Bird Canada Transaction Convertible Senior Secured Notes

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.

In January 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”), 728,175 shares of the Company's Class A Common Stock, and a nominal amount of cash consideration. The total assumed long-term debt was at fair value at the time of the acquisition and was revalued at June 30, 2023 end to reflect the period end fair value.

In March 2023, the Company entered into First Amendment to “Note Purchase Agreement” with the original Note Purchasers and U.S. Bank Trust Company, National Association, as collateral agent. Pursuant to the amendment to the Note Purchase Agreement, the Company issued $2.8 million of additional Secured Convertible Senior Secured Notes to the “First Amendment Note Purchasers” for cash consideration. The purpose of the agreement was to use the proceeds for general corporate purposes.

The outstanding principal balance of the Notes as of June 30, 2023 was $58.9 million and the full fair value adjustment to the Notes, including interest, is recorded in Other (expense) income, net.

Note 9 – Common Stock

Common Stock

As of June 30, 2023, the Company has the authority to issue 40,000,000 shares of Class A Common Stock, 400,000 shares of Class B Common Stock, and 2,000,000 shares of Class X Common Stock. As of June 30, 2023, the Company had 11,412,129 and 1,381,398 shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of June 30, 2023, 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 has 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 June 30, 2023.

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”).

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 issued to Yorkville 8,000 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 received a pre-advance loan (“Pre-Advance Loan”) from Yorkville of $21.0 million. The Pre-Advance Loan was evidenced by a promissory note (the “Promissory Note”), which would mature on December 15, 2022. The Promissory Note accrued interest at a rate of 0%, but was issued with 4.76% original issue discount, and would be repaid in equal monthly

installments beginning on the third month following the date of the Pre-Advance Loan. 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 99,389 shares of its Class A Common Stock. On February 15, 2023, the remaining outstanding balance under the Promissory Note was repaid. There was no outstanding principal balance under the Promissory Note as of June 30, 2023.

Note 10 – Stock-Based Compensation Expense

The Company granted the following equity instruments during the three and six months ended June 30, 2023 and 2022, respectively (in thousands of units):


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Options Granted	—	—	187	—
RSUs Granted	88	514	969	698

The following table summarizes stock-based compensation expense for the three and six months ended June 30, 2023 and 2022, respectively (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative	$	5,886	$	38,433	$	12,056	$	83,111
Sales and marketing	62		625		216		1,466
Research and development	(27)		4,592		929		7,777
Total	$	5,921	$	43,650	$	13,201	$	92,354

Note 11 – Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period without consideration for common stock equivalents. Diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period and potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.

The Company computes 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, the Company does not present separate loss per share computations.

The following table presents the calculation of basic loss per share (in thousands, except per share amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net loss	$	(9,310)	$	(320,316)	$	(53,628)	$	(312,569)
Basic weighted-average shares outstanding	12,779		11,031		12,715		10,988
Loss per share - Basic	$	(0.73)	$	(29.04)	$	(4.22)	$	(28.45)

The following outstanding securities were excluded from the computation of loss per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	As of June 30,
	2023	2022
Convertible Senior Secured Notes	8,799	—
Stock options	467	447
Time-based vesting RSUs	995	1,198
Market-based vesting RSUs	266	1,163
Warrants to purchase Class A Common Stock	517	517
Contingently issuable shares	79	79
Total	11,124	3,405

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.

Note 12 – Commitments and Contingencies

Operating Leases

As of June 30, 2023, the Company had operating lease agreements for its facilities in various locations throughout the United States, as well as around the world.

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):


	June 30, 2023
2023	$	1,479
2024	1,168
2025	732
2026	555
2027	222
Thereafter	76
Total lease payments	4,232
Less: interest expense	(497)
Present value of lease liabilities	$	3,735

Purchase Commitments

The Company has 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. The Company did not enter into any material new purchase commitments during the six months ending June 30, 2023.

Notes Payable

The Company has commitments related to the Vehicle Financing Facility and Convertible Senior Secured Notes. As of June 30, 2023, the Company has future minimum payments of $19.5 million due in the next 12 months and $18.6 million due thereafter. See Note 8 — Notes Payable 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. On March 17, 2023, another purported stockholder of the Company filed a related putative derivative action in the Central District of California against sixteen current and former officers and directors of the Company and Switchback II Corporation with the Company named as a nominal defendant. The action is entitled ASHKAN FARAZMAND, derivatively on behalf of Bird Global, Inc. v. Travis VanderZanden, Yibo Ling, Roelof F. Botha, Daniel Friedland, Nathaniel Justin Kan, Robert Komin, James Mutrie, Racquel Russell, David Sacks, Scott McNeill, Chris Carter, Scott Gieselman, Sam Stoutner, Philip J. Deutch, Ray Kubis, and Precious Williams Owodunni. The complaint alleges a violation of Section 14(a) of the Exchange Act, breach of fiduciary duty, and unjust enrichment, among other claims, and seeks monetary damages and restitution on behalf of the Company, among other remedies. The Company intends to vigorously defend against these claims. 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.

Note 13 – 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. Given management changes that occurred in the quarter, the Company reevaluated the operating segments and determined that the operating segments align with each offering of the Company’s business model (Sharing, Platform Services and Retail Sales) in each country where such services are offered. The Company aggregated operating segments into operating regions, where appropriate, and determined that Reportable Segments align with the product offerings of Sharing, Platform Services and Retail Sales. The Company changed its reportable segments effective January 1, 2023 and has retroactively reflected the change for the comparative periods included herein.


Reportable Segment						Description
Sharing						Business activities where we own vehicles and interact directly with customers, offering rides on our vehicles for individual trips through our proprietary software platform.
Platform						Arrangements where an independent operator contracts with us to acquire vehicles, generally through a sale, and we then grant the operator a license to use our software platform for a fee. Revenues and costs in this segment relate to both sale of products and services.
Retail Sales						Vehicle sale activity through retail channels.

The Company’s segment operating performance measure is gross profit (loss). Gross profit (loss) is defined as revenues less cost of revenues.

The following tables provides information about the Company’s segments and a reconciliation of the total segment gross profit (loss) to loss before income taxes (in thousands):


	Three Months Ended June 30,
	2023								2022
	Sharing Business		Platform Business		Retail Business		Total Segments		Sharing Business		Platform Business		Retail Business		Total Segments
Americas	$	35,373	$	517	$	464	$	36,354	$	43,601	3,678		1,625		$	48,904
EMEA	11,184		317		272		11,773		16,961		780		59		17,800
Rest of the World	207		—		—		207		61		—		—		61
Total revenues	46,764		834		736		48,334		60,623		4,458		1,684		66,765
Cost of revenues:
Americas	13,986		232		429		14,647		24,360		3,079		3,065		30,505
EMEA	6,295		159		117		6,571		9,159		39		80		9,278
Rest of the World	83		—		—		83		31		—		—		31
Cost of revenue, exclusive of depreciation	20,364		391		546		21,301		33,551		3,118		3,145		39,814
Americas	6,121		—		—		6,121		9,117		—		—		9,117
EMEA	1,531		—		—		1,531		9,290		—		—		9,290
Rest of the World	32		—		—		32		17		—		—		17
Depreciation on sharing vehicles	7,683		—		—		7,683		18,424		—		—		18,424
Impairment of Product Sales Inventory (Retail)	—		—		—		—		—		—		31,769		31,769
Total cost of revenues	28,047		391		546		28,984		51,975		3,118		34,914		90,007
Total gross profit (loss)	$	18,717	$	443	$	190	$	19,350	$	8,648	$	1,340	$	(33,230)	$	(23,242)
Reconciling items:
Total operating expenses							36,083								317,898
Loss from operations							(16,733)								(341,140)
Interest income							105								8
Interest expense							(1,905)								(2,618)
Other income, net							8,267								23,518
Loss before income taxes							$	(10,266)							$	(320,232)


	Six Months Ended June 30,
	2023								2022
	Sharing Business		Platform Business		Retail Business		Total Segments		Sharing Business		Platform Business		Retail Business		Total Segments
Americas	$	56,676	$	1,172	$	629	$	58,478	$	65,431	6,081		4,014		$	75,526
EMEA	18,296		464		324		19,084		25,233		1,133		80		26,446
Rest of the World	309		—		—		309		167		—		—		167
Total revenues	$	75,281	$	1,636	$	954	$	77,871	$	90,830	$	7,214	$	4,095	$	102,139
Cost of revenues:
Americas	22,797		482		640		23,919		37,847		5,266		5,365		48,477
EMEA	11,486		248		103		11,837		16,684		85		111		16,880
Rest of the World	162		—		—		162		72		—		—		72
Cost of revenue, exclusive of depreciation	34,444		731		743		35,918		54,603		5,350		5,476		65,429
Americas	13,389		—		—		13,389		13,821		—		—		13,821
EMEA	4,082		—		—		4,082		13,503		—		—		13,503
Rest of the World	48		—		—		48		40		—		—		40
Depreciation on sharing vehicles	17,518		—		—		17,518		27,364		—		—		27,364
Impairment of Product Sales Inventory (Retail)	—		—		—		—		—		—		31,769		31,769
Total cost of revenues	51,962		731		743		53,436		81,967		5,350		37,245		124,562
Total gross profit (loss)	$	23,319	$	905	$	211	$	24,435	$	8,863	$	1,864	$	(33,150)	$	(22,423)
Reconciling items:
Total operating expenses							76,637								418,112
Loss from operations							(52,202)								(440,535)
Interest income							112								81
Interest expense							(3,874)								(4,092)
Other income, net							2,288								132,098
Loss before income taxes							$	(53,676)							$	(312,448)

Geographic Information

In accordance with ASC 280—Segment Reporting, the Company attributes Product Sales (and the related cost of Product Sales) based on the location of the subsidiary that made the sale, as opposed to the location of the customer or point of shipment.


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Revenue by country
USA	$	33,392	$	48,092	$	55,499	$	74,683
All other countries	14,942		18,673		22,373		27,456
Total	$	48,334	$	66,765	$	77,871	$	102,139

No other country in the rest of the world exceeds 10% of Revenue.


(in thousands)	June 30, 2023		December 31, 2022
Long-lived assets by country
USA	$	110,101	$	122,484
Canada	34,142		—
All other countries	20,631		27,749
Total	$	164,874	$	150,233

Long-lived assets include vehicles, net, vehicle deposits, goodwill, right-of-use assets, intangible assets and fixed assets. Goodwill is attributable to the Bird Canada acquisition and is included in the Sharing reportable segment.

Note 14 – Supplemental Cash Flow Information

The following are investing and financing activities of the Company (in thousands) that affect the Company’s assets and liabilities, but do not have a cash impact.


	June 30, 2023		December 31, 2022
Noncash investing activities:
Acquisition of Bird Canada
Working capital excluding cash & cash equivalents	$	(1,852)	$	—
Long-lived assets	31,677		—

Noncash financing activities:
Issuance of convertible notes as part of acquisition	$	25,983	$	6,000
Issuance of common shares as part of acquisition	3,696		—

Note 15 – Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report and determined that, there have been no events that have occurred that would require adjustment to, or disclosure in, our condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report, as well as our audited annual consolidated financial statements and related notes as disclosed in our 2022 Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. “Risk Factors” in our 2022 Form 10-K.

Overview

Bird’s mission is to provide environmentally friendly transportation for everyone. We believe in leading the transition to clean, equitable transportation through innovation and technology. In partnership with cities, Bird’s proprietary technology and operations are revolutionizing the existing transportation paradigm by making lightweight electric vehicles readily available to rent around the world.

Since our first shared ride in 2017, we have witnessed rapid growth in our vehicle-sharing business. Today, Bird offers riders an on-demand, affordable, and cleaner alternative for their short-range mobility needs in more than 350 cities, primarily across the United States, Canada, Europe, the Middle East, and Australia. We believe that Bird is uniquely positioned to capture share in this market due to (i) our superior rider experience, which solves many of the traditional mobility pain points, (ii) sustainability being core to our mission and business model, (iii) our advanced hardware and software capabilities, (iv) our adaptive operating model, including our experience operating both through in-house teams and through our mutually beneficial Fleet Manager program, (v) our record of building successful city partnerships by focusing on city needs, and (vi) our strong positive year-round unit economics.

We are witnessing an increased adoption of environmentally conscious transportation alternatives by consumers around the world. Bird is continuing to work with cities to increase micromobility access and infrastructure investments to ensure that the shift to sustainable urban transportation continues.

Business Model

Sharing

Our core vehicle-sharing business and operations (“Sharing”) provide riders with on-demand access to Bird vehicles (e-scooters and e-bikes), enabling them to locate, unlock, and pay for rides through our mobile application (the “Bird App”). Bird generates revenue from trips taken on our shared vehicles. For a single ride, riders typically pay a fixed unlock fee to access the vehicle in addition to a market-level, per-minute price for each minute the vehicle is in use. We generate the substantial majority of our revenue from our Sharing business.

Local in-market operations for our Sharing business are either managed with the support of a network of local logistic providers (“Fleet Managers”) or through our in-house teams (“In-House”). Prior to the second quarter of 2020, substantially all of our in-market operations were conducted In-House. After temporarily pausing operations at the onset of COVID-19 in March 2020, we rapidly shifted to the Fleet Manager operating model as a way to quickly relaunch and provide safe and socially distanced transportation options for our global city partners. While we continue to operate certain of our operations primarily under our Fleet Manager operating model to expand into new markets and positively impact year-round unit economics, segments of our business have successfully operated in-house since inception, proving it is a viable and profitable operating model in select cities.

Fleet Managers typically manage logistics for fleets of 100 or more Bird-owned vehicles in their local markets, driving meaningful scale as we expand into small to mid-sized cities. With the support of our central operations team and advanced technology platform, Fleet Managers manage the day-to-day logistics responsibilities required for proper fleet management, including deploying, repairing, relocating, and charging Bird vehicles. Through a revenue share model, Fleet Managers make money on rides taken on the vehicles in their care, creating built-in economic incentives to ensure these vehicles are properly maintained, and strategically placed to align with local demand. There are no upfront fees to Bird associated with becoming a Fleet Manager, and Fleet Managers typically utilize existing tools and resources to manage their fleet. As such, the Fleet Manager program provides economic advancement opportunities to local businesses.

Platform

To scale our mission to a greater population, we offer a white labeled version of our products and technology (“Bird Platform”). We sell fleets of Bird vehicles to our Platform partners for them to operate in their local markets. We also receive a service and license fee for access to our systems so the vehicles can be used by riders. Both sales of vehicles and service and licenses fees are presented as Platform revenues and Cost of Platform revenues.

Retail Sales

We sell Bird vehicles for personal use (“Retail Sales”) through select retail and wholesale channels. In May 2022, we announced our decision to discontinue our Retail Sales portfolio offering, simplify our business model and realign our resources to prioritize Sharing operations within our existing regions. We significantly impaired the assets involved in the Retail Sales business in 2022, and we expect to sell our remaining inventory by the end of fiscal 2023 at roughly breakeven.

The Business Combination

On December 30, 2022 (the “Closing Date”) and effective as of January 3, 2023 (the “Acquisition Closing Date”), Bird Global, Inc. (the “Company”) entered into a share purchase agreement (the “Share Purchase Agreement”) with 1393631 B.C. Unlimited Liability Company, a British Columbia ULC and indirect wholly owned subsidiary of the Company (the “Purchaser”), Bird Canada Inc. (“Bird Canada”), and certain sellers party thereto (the “BC Sellers”). Pursuant to the Share Purchase Agreement, among other things, the Purchaser acquired from the BC Sellers 100% of the issued and outstanding shares of Bird Canada in exchange for the issuance by the Company to the BC Sellers of an aggregate principal amount of $27.0 million of its 12.0% Convertible Senior Secured Notes due 2027 (the

Bird Global, Inc. [BRDS-WT] Filings
Bird Global, Inc. [BRDS] Filings
10-Q	[2023-08-09]
10-Q	[2023-05-15]
10-K	[2023-03-16]
10-Q	[2022-11-18]
10-Q	[2022-08-15]
S-1	[2022-05-25]
10-Q	[2022-05-16]
10-K	[2022-03-15]
S-1	[2021-11-17]
10-Q	[2021-11-15]

Bird Global, Inc. [BRDS-WT] Filings

Bird Global, Inc. [BRDS] Filings