10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

☐	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.)

406 Broadway, Suite 369 Santa Monica, California		90401
(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 ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

As of November 15, 2021, there were 239,815,262 shares of the registrant’s Class A Common Stock, par value $0.0001, outstanding and 34,534,930 shares of the registrant’s Class X Common Stock, par value $0.0001, outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Bird Global, Inc. Balance Sheets (unaudited)
	Balance Sheets as of September 30, 2021 (unaudited) and May 4, 2021 (audited)		5
	Notes to Balance Sheets		6
	Bird Rides, Inc. Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (audited)		8
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited)		9
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the nine months ended September 30, 2021 and 2020 (unaudited)		11
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited)		13
	Notes to Condensed Consolidated Financial Statements (unaudited)		14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		49
Item 4.	Controls and Procedures		50

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		52
Item 1A.	Risk Factors		52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		88
Item 3.	Defaults Upon Senior Securities		89
Item 4.	Mine Safety Disclosures		89
Item 5.	Other Information		89
Item 6.	Exhibits		90
Signatures			91

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This Quarterly Report on Form

10-Q

contains forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report on Form

10-Q

may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form

10-Q

include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, equity compensation, business strategy, plans, market growth and our objectives for future operations.

The forward-looking statements in this Quarterly Report on Form

10-Q

are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form

10-Q.

The forward-looking statements in this Quarterly Report on Form

10-Q

are based upon information available to us as of the date of this Quarterly Report on Form

10-Q,

and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form

10-Q

and the documents that we reference in this Quarterly Report on Form

10-Q

and have filed as exhibits to this Quarterly Report on Form

10-Q

with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Quarterly Report on Form

10-Q.

Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report on Form

10-Q,

whether as a result of any new information, future events or otherwise.

SUMMARY RISK FACTORS

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form

10-Q.

You should carefully consider these risks and uncertainties when investing in the securities of Bird Global, Inc. (“Bird Global” and, together with its subsidiaries, “Bird”). The principal risks and uncertainties affecting our business include the following:

•

The COVID-19 pandemic

and the impact of the actions taken to mitigate the pandemic has adversely affected, and may continue to adversely affect, Bird’s business, financial condition, and results of operations.

•

Bird has a relatively short operating history and a new and evolving business model, which makes it difficult to evaluate its future prospects, forecast financial results, and assess the risks and challenges Bird may face.

•

Bird has incurred significant operating losses in the past and may not be able to achieve or maintain profitability in the future.

•

Action by governmental authorities to restrict access to Bird’s products and services in their localities could substantially harm Bird’s business and financial results.

•

If Bird fails to retain existing riders or add new riders, or if its riders decrease their level of engagement with Bird’s products and services, Bird’s business, financial condition, and results of operations may be significantly harmed.

•

Bird is expanding its Fleet Manager network. Any failure by Fleet Managers to maintain vehicle quality or service levels, or material changes to labor classifications or franchise regulations, could have a negative impact on Bird’s reputation and business.

•

Bird operates in a new and rapidly changing industry, which makes it difficult to evaluate its business and prospects.

•

Future operating results depend upon Bird’s ability to obtain vehicles that meet its quality specifications in sufficient quantities on commercially reasonable terms, which has been affected by global supply chain constraints.

•

The markets in which Bird operates are highly competitive, and competition represents an ongoing threat to the growth and success of Bird’s business.

•

Bird’s user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks, and standards that Bird does not control.

•

Any expansion by Bird into international markets will expose it to additional tax, compliance, market, and other risks and there can be no assurance that any such expansion will be successful.

Note 1: Background and Nature of Operations

Bird Global, Inc. (the “Company”) was incorporated in Delaware on May 4, 2021

as a wholly owned subsidiary of Bird Rides, Inc. (“Bird”). The Company was formed for the purpose of completing the transactions contemplated by the Business Combination Agreement, dated May 11, 2021 (as amended, the “Business Combination Agreement”), by and among Switchback II Corporation (“Switchback”), Maverick Merger Sub Inc., a direct and wholly owned subsidiary of Switchback (“Merger Sub”), Bird, and the Company.

s described in more detail in Note 4, on November 4, 2021, the transactions contemplated by the Business Combination Agreement were consummated, and the Company became the surviving publicly traded corporation, owning all of the equity interests in Bird.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity as of September 30, 2021.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates

Organization Costs

Costs related to incorporation of the Company will be paid by Bird and recorded as an expense of Bird.

Note 3: Stockholder’s Equity

The Company’s authorized capital stock consists of 100

shares of

common stock

, par value

$0.000001

per share (“Common Stock”). On May 4, 2021, the Company issued

100

shares of Common Stock to Bird for aggregate consideration of

$0.0001.

Note 4: Subsequent Events

On November 3, 2021, as contemplated by the Business Combination Agreement and described in the section titled “The Business Combination” beginning on page 103 of the final prospectus and definitive proxy statement, dated October 7, 2021 (the “Proxy Statement/Prospectus”) and filed by the Company with the Securities and Exchange Commission, Switchback reincorporated to the State of Delaware by merging with and into the Company, with the Company 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 the Company’s Common Stock was redeemed for par value; (b) each then-outstanding Class

A ordinary share, par value $0.0001 per share, of Switchback (the “Class A Ordinary Shares”) was canceled and converted, on a

one-for-one

basis, into a share of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”); (c) each then-outstanding Class B ordinary share, par value $0.0001

per share, of Switchback was canceled and converted, on

one-for-one

basis, into a share of Class B common stock, par value $0.0001 per share,

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of the Company (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 (the “Switchback Warrants”) 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 Switchback Warrant, was canceled and converted into a unit of the Company (the “Units”), 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 and described in the section titled “The Business Combination” beginning on page 103 of the Proxy Statement/Prospectus, Merger Sub merged with and into Bird (the “Acquisition Merger”), with Bird surviving the Acquisition Merger as a wholly owned subsidiary of the Company. 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 and described in the section titled “The Business Combination” beginning on page 103 of the Proxy Statement/Prospectus, 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 (“Bird Common Stock”) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Bird (the “Conversion”).

t the effective time of the Acquisition Merger, pursuant to the Acquisition Merger: (a) each then-outstanding share of Bird Common Stock, including shares of Bird Common Stock resulting from the Conversion, but excluding shares of Bird’s outstanding restricted stock (“Bird Restricted Stock”), 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 the Company and (B) with respect to any other persons who held Bird Common Stock, 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 and as further described in the Proxy Statement/Prospectus) (the “Exchange Ratio”) and (ii) the contingent right to receive certain earnout shares; (b) each then-outstanding and unexercised warrant of Bird

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 and as further described in the Proxy Statement/Prospectus); (c) each then-outstanding and unexercised option of Bird 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 Bird Restricted Stock 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 of Bird 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 separated into one share of Class A Common Stock and

one-fifth

of one Warrant.

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Bird Rides, Inc.

Condensed Consolidated Balance Sheets

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


	September 30, 2021			December 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	38,667		$	43,158
Restricted cash and cash equivalents		23,027			9,609
Accounts receivable, net		473			2,857
Inventory		17,735			5,256
Prepaid expenses and other current assets		18,755			8,254

Total current assets		98,657			69,134
Property and equipment, net		1,852			4,152
Vehicle deposits		70,380			13,290
Vehicles, net		91,517			81,105
Goodwill		124,059			131,255
Other assets		8,308			4,944

Total assets	$	394,773			303,880

Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	9,637		$	12,212
Accrued expenses		23,468			20,004
Deferred revenue		45,332			42,900
Notes payable		11,274			29,280
Other current liabilities		6,909			5,078

Total current liabilities		96,620			109,474
Derivative liabilities		142,777			450
Other liabilities		7,264			9,722

Total liabilities		246,661			119,646
Commitments and contingencies
Redeemable Convertible Preferred Stock
Redeemable convertible senior preferred stock, $0.000001 par value, 37,500,000 shares authorized and 29,234,172 shares issued and outstanding as of September 30, 2021		132,407			—
Redeemable convertible prime preferred stock and exchanged common stock, $0.000001 par value, 154,060,656 shares authorized and 153,738,961 shares issued and outstanding as of September 30, 2021		1,044,282			—
Redeemable convertible preferred stock, $0.000001 par value, 173,212,667 shares authorized and 153,738,961 shares issued and outstanding as of December 31, 2020		—			1,044,282
Stockholders’ Deficit
Founders convertible preferred stock, $0.000001 par value, 7,493,443 shares authorized, 4,540,177 shares issued and outstanding as of September 30, 2021 and December 31, 2020		—			—
Common stock, $0.000001 par value, 287,921,028 and 275,000,000 shares authorized, 62,947,411 and 54,245,623 shares issued and outstanding, respectively as of September 30, 2021 and December 31, 2020		—			—
Additional paid-in capital		84,114			92,654
Accumulated other comprehensive income		9,770			13,005
Accumulated deficit		(1,122,461	)		(965,707	)

Total stockholders’ deficit		(1,028,577	)		(860,048	)

Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit	$	394,773		$	303,880

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Bird Rides, Inc.

Condensed Consolidated Statements of Operations

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Revenues:
Sharing		64,027			33,579		$	142,314			59,320
Product sales		1,379			6,606			8,806			11,363

Total Revenues		65,406			40,185			151,120			70,683
Cost of sharing, exclusive of depreciation		33,312			24,517			77,041			55,378
Cost of product sales		1,378			6,683			9,026			18,940
Depreciation on revenue earning vehicles		17,253			7,904			33,811			18,033

Gross margin		13,463			1,081			31,242			(21,668	)
Other operating expenses:
General and administrative		30,837			35,381			92,792			120,175
Selling and marketing		3,392			4,283			10,880			13,633
Research and development		5,804			6,157			19,096			28,265
Tariff reimbursement		—			—			—			(24,637	)

Total operating expenses		40,033			45,821			122,768			137,436

Loss from operations		(26,570	)		(44,740	)		(91,526	)		(159,104	)
Interest expense, net		(325	)		(1,515	)		(5,011	)		(5,006	)
Other (expense) income, net		(9,993	)		2,520			(60,107	)		163

Loss before income taxes		(36,888	)		(43,735	)		(156,644	)		(163,947	)
(Benefit from) provision for income taxes		(20	)		60			110			147

Net loss		(36,868	)		(43,795	)		(156,754	)		(164,094	)

Adjustment to net loss attributable to common stockholders		(4,940	)		—			(13,298	)		—

Net loss attributable to common stockholders		(41,808	)		(43,795	)		(170,052	)		(164,094	)

Net loss per share attributable to common stockholders, basic and diluted		(0.72	)		(0.98	)	$	(3.04	)		(4.09	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted		58,156,529			44,660,774			55,865,840			40,117,503

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Bird Rides, Inc.

Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit

(Unaudited, in thousands, except number of shares)


	Redeemable Convertible Senior Preferred Stock				Redeemable Convertible Prime Preferred Stock and Exchanged Common Stock				Redeemable Convertible Preferred Stock				Common Stock				Founders Convertible Preferred Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income			Accumulated Deficit			Total Stockholders’ Deficit

Balance at January 1, 2020		—	$	—		—	$	—		135,023,946	$	802,571		34,810,649		—		4,540,177		—	$	85,547	$	(670	)	$	(757,477	)	$	(672,600	)

Net loss																											(70,210	)		(70,210	)
Issuance of Common Stock to Board of Directors														4,777,162		—														—
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises														2,966,818		—						183								183
Vesting of Common Stock														2,219,052		—														—
Stock-based compensation																						2,375								2,375
Issuance of Series D Redeemable Convertible Preferred Stock, net of issuance costs										4,006,516		51,711																		—
Issuance of Series D and D-2 Redeemable Convertible Preferred Stock for acquisition of CIRC										14,708,499		190,000																		—
Foreign currency translation adjustment																								(418	)					(418	)

Balance at March 31, 2020		—	$	—		—	$	—		153,738,961	$	1,044,282		44,773,681	$	—		4,540,177	$	—	$	88,105	$	(1,088	)	$	(827,687	)	$	(740,670	)

Net loss																											(50,089	)		(50,089	)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises														530,923		—						84								84
Vesting of Common Stock														2,219,052		—														—
Stock-based compensation																						1,171								1,171
Foreign currency translation adjustment																								3,860						3,860

Balance at June 30, 2020		—	$	—		—	$	—		153,738,961	$	1,044,282		47,523,656	$	—		4,540,177	$	—	$	89,360	$	2,772		$	(877,776	)	$	(785,644	)

Net loss																											(43,795	)		(43,795	)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises														475,611		—						429								429
Vesting of Common Stock														2,219,052		—														—

Stock-based compensation																						1,208								1,208
Foreign currency translation adjustment																								4,695						4,695

Balance at September 30, 2020		—	$	—		—	$	—		153,738,961	$	1,044,282		50,218,319	$	—		4,540,177	$	—	$	90,997	$	7,467		$	(921,571	)	$	(823,107	)

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	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net loss	$	(36,868	)	$	(43,795	)		(156,754	)	$	(164,094	)
Other comprehensive loss, net of tax:
Change in currency translation adjustment		(1,645	)		4,695			(3,235	)		8,137

Other comprehensive (loss) income		(1,645	)		4,695			(3,235	)		8,137

Total comprehensive loss	$	(38,513	)	$	(39,100	)		(159,989	)	$	(155,957	)


	September 30, 2021			May 4, 2021
	(Unaudited)
Assets

Total assets	$	—		$	—

Liabilities and Stockholders’ Deficit
Total liabilities		—			—
Commitments and contingencies
Stockholders’ Equity
Ordinary shares, $0.000001 par value; 100 shares issued and outstanding		0.01			0.01
Due from stockholder		(0.01	)		(0.01	)

Total stockholders’ equity		—			—
Total liabilities and stockholders’ equit y	$	—		$	—