brds-20230930

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 September 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

OTC Markets Group Inc.

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

BRDS WS

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

On September 25, 2023, The New York Stock Exchange (“NYSE”) suspended trading of the Company’s Class A Common Stock and Warrants. Beginning on September 29, 2023, the Company’s Class A Common Stock began trading on the OTCQX Best Market under the symbol “BRDS.”

As of November 2, 2023, there were 14,354,438 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 September 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	10
	Notes to Condensed Consolidated Financial Statements (unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	53

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	54
Item 1A.	Risk Factors	55
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
Signatures		64

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)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	10,235	$	33,469
Restricted cash and cash equivalents—current	2,964		4,978
Accounts receivable, net	1,241		2,188
Inventory	1,842		1,535
Prepaid expenses and other current assets, net	12,635		22,615
Total current assets	28,917		64,785
Restricted cash and cash equivalents—non current	560		598
Vehicle deposits	43,184		48,783
Vehicles, net	107,056		100,088
Goodwill	29,815		—
Other assets	12,905		11,402
Total assets	$	222,437	$	225,656
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	29,615		20,235
Accrued expenses	31,722		33,413
Deferred revenue	48,736		47,820
Notes payable—current	19,131		22,200
Other current liabilities	26,251		10,950
Total current liabilities	155,455		134,618
Notes payable—non current (including $59.0 million at September 30, 2023 and $30.1 million at December 31, 2022 of Convertible Senior Secured Notes measured at fair value)	83,160		56,205
Derivative liabilities	26		1,892
Other liabilities	8,958		7,831
Total liabilities	247,599		200,546
Commitments and contingencies (Note 12)
Stockholders’ (Deficit) Equity
Class A common stock, $0.0001 par value, 40,000,000 shares authorized, and 14,183,016 and 10,507,830 shares issued and outstanding as of September 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 September 30, 2023 and December 31, 2022	32		30
Additional paid-in capital	1,596,449		1,572,576
Accumulated other comprehensive loss	(8,328)		(7,621)
Accumulated deficit	(1,613,315)		(1,539,875)
Total stockholders’ (deficit) equity	(25,162)		25,110
Total liabilities and stockholders’ equity	$	222,437	$	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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues:
Revenues from sharing	$	51,923	$	67,279	$	127,204	$	158,109
Revenues from platform partner services	923		1,479		2,279		4,085
Revenues from product sales	1,484		4,101		2,718		12,805
Total revenues	54,330		72,859		132,201		174,999
Cost of revenues:
Cost of sharing, exclusive of depreciation	23,666		31,262		58,110		85,665
Depreciation on sharing vehicles	9,411		11,681		26,929		39,045
Total cost of sharing	33,077		42,943		85,039		124,710
Cost of platform partner services	391		579		997		1,447
Cost of product sales	1,623		1,626		2,491		11,779
Impairment of product sales inventory	—		—		—		31,769

Total cost of revenues	35,091		45,148		88,527		169,705
Total gross profit	19,239		27,711		43,674		5,294
Other operating expenses:
General and administrative	31,390		16,876		93,454		185,919
Selling and marketing	963		3,177		4,082		13,587
Research and development	1,412		9,386		12,125		32,223
Impairment of assets	—		—		—		215,822
Loss on Disposal of Fixed Assets	107		—		848		—
Total operating expenses	33,872		29,439		110,509		447,551
Loss from operations	(14,633)		(1,728)		(66,835)		(442,257)
Interest income	6		14		118		95
Interest expense	(2,020)		(3,779)		(5,894)		(7,871)
Other income (expense), net	86		(3,884)		2,374		128,214
Loss before income taxes	(16,561)		(9,377)		(70,237)		(321,819)
Provision for income taxes	3,251		389		3,203		515
Net loss	(19,812)		(9,766)		(73,440)		(322,334)
Loss per share
Basic	$	(1.47)	$	(0.86)	$	(5.66)	$	(28.98)
Diluted	$	(1.47)	$	(0.86)	$	(5.66)	$	(28.98)
Weighted-average shares of common stock outstanding, basic and diluted
Basic	13,485,315		11,387,016		12,974,265		11,122,388
Diluted	13,485,315		11,387,016		12,974,265		11,122,388

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited, in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(19,812)	$	(9,766)	$	(73,440)	$	(322,334)
Other comprehensive loss, net of tax:
Change in currency translation adjustment	(1,157)		(3,180)		(707)		(19,216)
Other comprehensive loss	(1,157)		(3,180)		(707)		(19,216)
Total comprehensive loss	$	(20,969)	$	(12,946)	$	(74,147)	$	(341,550)

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
Foreign currency translation adjustment						(11,563)				(11,563)
Balance at June 30, 2022	11,217,824	$	28	$	1,565,956	$	(8,498)	$	(1,493,702)	$	63,784


	Common Stock
	Shares	Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ (Deficit) Equity
Net loss								(9,766)		(9,766)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	33,370	—		114						114
Issuance of Common Stock through settlement of restricted stock units	157,736	—								—
Shares of Common Stock withheld related to net share settlement	(14,682)	—		(150)						(150)
Issuance of Common Stock under the Purchase Agreement	269,200	1		3,154						3,155
Issuance of Commitment Fee Shares	2,897	—		32						32
Stock-based compensation expense				(10,316)						(10,316)

Foreign currency translation adjustment						(3,180)				(3,180)
Balance at September 30, 2022	11,666,345	$	29	$	1,558,790	$	(11,678)	$	(1,503,468)	$	43,673

See Accompanying Notes to Condensed Consolidated Financial Statements


	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 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	$	—	—						—
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)
Net loss	—	$	—	$	—	$	—	(19,812)		(19,812)
Issuance of Common Stock through exercise of stock options and expiration of repurchase provision for early exercises	12,165	$	—	6		—		—		6
Issuance of Common Stock through settlement of restricted stock units	837,256	—		—		—		—		—

Issuance of Common Stock through Skinny Labs Inc. acquisition transaction	1,608,623	—		2,300		—		—		2,300
Issuance of ATM Facility Shares, net of fees	312,843	—		191		—		—		191
Stock-based compensation expense		—		4,235		—		—		4,235
Foreign currency translation adjustment	—	$	—			(1,157)		—		(1,157)
Balance at September 30, 2023	15,564,414	$	32	$	1,596,449	$	(8,328)	$	(1,613,315)	$	(25,162)

See Accompanying Notes to Condensed Consolidated Financial Statements

Bird Global, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net loss	$	(73,440)	$	(322,334)
Adjustments to reconcile net loss to net cash used in operating activities:
Mark-to-market adjustments of derivative liabilities and fair valued convertible notes	(2,690)		(132,580)
Impairment of assets	—		215,822
Impairment of product sales inventory	—		31,769
Depreciation and amortization	28,078		40,965
Non-cash vehicle expenses	4,938		10,328
Loss on disposal of vehicles	848		—
Stock-based compensation expense	17,436		82,038
Amortization of debt issuance costs and discounts	1,805		2,348
Bad debt (recovery) expense	(330)		5,096
Other	49		1,025
Changes in assets and liabilities:
Accounts receivable	1,966		(2,327)
Inventory	1,886		14,686
Prepaid expenses and other current assets	8,302		(16,912)
Other assets	933		83
Accounts payable	5,271		10,514
Deferred revenue	(8,159)		11,174
Accrued expenses and other current liabilities	(494)		4,602
Other liabilities	(2,926)		(1,200)
Net cash used in operating activities	(16,527)		(44,903)
Cash flows from investing activities
Business Acquisitions, net of cash acquired	(6,794)		—
Proceeds from disposal of used vehicles	358		—
Purchases of property and equipment	(186)		(437)
Purchases of vehicles	(3,231)		(86,349)
Net cash used in investing activities	(9,853)		(86,786)
Cash flows from financing activities
Proceeds from borrowings, net of issuance costs	6,000		109,106
Proceeds from issuance of convertible debt, net of issuance costs	8,614		—
Proceeds from the issuance of common stock	256		372
Proceeds from issuance of ATM Facility shares, net of fees	191		—
Payments for taxes related to net share settlement	(4)		(2,161)
Payment for settlement of debt	(13,494)		(54,706)
Proceeds from issuance of convertible debt from Bird Canada acquisition	994		—
Net cash provided by financing activities	2,557		52,611
Effect of exchange rate changes on cash	(1,463)		6,889
Net decrease in cash and cash equivalents and restricted cash and cash equivalents	(25,286)		(72,189)

Beginning of period	39,045		159,901
End of period	$	13,759	$	87,712
Components of cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents	10,235		38,529
Restricted cash and cash equivalents	3,524		49,183
Total cash and cash equivalents and restricted cash and cash equivalents	$	13,759	$	87,712

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.

Delisting of the Company’s securities from the NYSE

On September 22, 2023, the Company received a written notice (the “Notice”) from the NYSE that the NYSE would delist the Company’s shares of Class A Common Stock and warrants (the “Securities”) from the Exchange upon market open on September 25, 2023. Beginning September 25, 2023, trading of the Securities was suspended.

NYSE Regulation’s staff decided to delist the Securities because the Company failed to maintain an average global market capitalization of at least $15,000,000 over a consecutive 30 trading day period, as required by Section 802.01B of the NYSE Listed Company Manual. The Company’s board of directors (the “Board”) appealed the NYSE’s determination to delist the Securities. The review of the determination by the Staff of the NYSE is set for December 13, 2023. There can be no assurance of the outcome of any such appeal or that the Exchange will reconsider its decision to delist the Company in light of the appeal.

On September 29, 2023, the Class A Common Stock was listed for trading on the OTCQX, which is the highest tier of the OTC Market. The Class A Common Stock trades under the symbol “BRDS.” The Company cannot provide assurance that its common stock will continue to trade on the OTC Market, that brokers will continue to provide public quotes of the Company’s common stock, that the brokers will develop a market for the Company’s common stock, or that the trading volume of the Company’s common stock will be sufficient enough to generate an efficient trading market.

Reverse Stock Split

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 Secretary 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.

Bird Canada Acquisition

Effective as of January 3, 2023, the Company entered into a 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% Convertible Senior Secured Notes due in 2027 (the “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.

Spin Acquisition

Effective as of September 19, 2023, the Company entered into a Share Purchase Agreement (the “Spin Acquisition Agreement”) with Skinny Labs, Inc (“Spin”), acquiring 100% of the stock of Spin in exchange for agreed upon consideration of approximately $19 million before adjustments, which is comprised of (a) $10 million in cash, (b) $6 million in the form of a senior secured vendor take-back promissory note (the “VTB Note Payable”), and (c) $3 million in hold-back consideration comprised of $1 million in cash and $2 million of the Company’s Class A Common Stock, par value $0.0001 per share. The operations of Spin were included in the condensed consolidated financial statements for the quarter.

Accounting Policies

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 $1.6 billion as of September 30, 2023. For the three and nine months ended September 30, 2023, the Company had cash provided by operating activities of approximately $7.0 million and cash used by operating activities of $16.5 million, respectively. The Company is heading into its shoulder season where it experiences reduced cash inflows as some markets in the Northern Hemisphere close due to winter weather, but certain fixed costs within those continue to be incurred. 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 ability to 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 assurance that such financing will be available to the Company on satisfactory terms, or at all. Effective September 25, 2023, the Company’s shares of Class A Common Stock and Warrants were delisted from the NYSE, and on September 29, 2023, began trading on the OTCQX, which is more volatile than the NYSE and may result in a continued diminution in value of our shares further impacting the Company’s ability to raise capital in the public markets and precludes our ability to sell shares under our ATM Agreement.

As of September 30, 2023, the Company had $10.2 million in unrestricted cash and cash equivalents which, without additional funding, will not be sufficient to meet the Company’s obligations within a timeframe significantly less than the next twelve months from the date of issuance of these condensed consolidated financial statements. As such, these factors raise substantial doubt about the Company’s ability to continue as a going concern. If adequate capital is not available to the Company when needed, or in the amounts required, the Company may be forced to terminate, significantly curtail or cease our operations or to pursue other strategic alternatives, including commencing a case under the U.S. Bankruptcy Code.

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern in accordance with ASC 205-40 - Presentation of Financial Statements - Going Concern. Therefore, the condensed consolidated financial statements for the three and nine months ended September 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 surrounding 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 nine months ended September 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 nine months ended September 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 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. Therefore, the total assumed long-term debt valued at fair value at the time of the acquisition was revalued at September 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 (expense), 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):


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Notes(1)	$	—	$	—	$	59,005	$	59,005
Earnout Shares	—		—		14		14
Switchback Founder Earn Back Shares	—		—		2		2
Warrants	2		—		9		10
Total liabilities measured at fair value	$	2	$	—	$	59,029	$	59,030

(1) See Note 8 — Notes Payable for additional information. Mark-to-market adjustments of the Notes were loss of $0.8 million and a gain of $0.2 million for the three and nine months ended September 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 (expense), net and totaled $0.8 million of other income and $2.4 million of other expense for the three months ended September 30, 2023 and 2022, respectively, and $1.9 million income and $132.6 million of other income for the nine months ended September 30, 2023 and 2022, respectively.

Note 3 – Acquisitions

Skinny Labs, Inc. (“Spin”)

Effective as of September 19, 2023, the Company entered into the Spin Acquisition Agreement with Spin, acquiring 100% of their stock in exchange for agreed upon consideration of approximately $19 million before adjustments, which is comprised of (a) $10 million in cash, (b) $6 million in the form of a secured vendor take-back promissory note, and (c) $3 million in hold-back consideration comprised of $1 million in cash and $2 million of the Company’s Class A Common Stock based on the volume weighted average price for a share traded on the NYSE during the 30 trading days ending on the first trading immediately preceding the agreement date. The purchase price is to be adjusted for any net working capital adjustments identified during the 90 days immediately following the acquisition. The operations of Spin were included in the condensed consolidated financial statements for the quarter from the acquisition date to September 30, 2023.

Spin is a micromobility company with operations throughout North America. The purpose of the acquisition was to gain access to new city permits and markets and new vehicles.

The results of Spin’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. Assets acquired included cash of $3.2 million, $32.3 million of Vehicles, net and $5.3 million in other assets.

As of September 30, 2023, the Company provisionally recorded the valuation of the assets and liabilities acquired, and the estimated final consideration payable in the Company’s condensed consolidated balance sheet. The company’s accounting for the acquisition is provisional due to the proximity of the acquisition closing date to the Company’s quarter ended September 30, 2023 and also due to the variability caused by 90-day working capital adjustment period noted in the Share Purchase Agreement. As a result, the Company has not yet finalized the total purchase consideration payable, the appraisal of the transaction including the identification and measurement of the fair value of acquired assets and assumed liabilities, and the related tax effects, if any. The Company has also determined that it would not be practicable to present pro-forma financials related to this acquisition at this time.

Based on the provisional information available, the purchase price was preliminarily allocated to the assets acquired and the liabilities assumed based on the provisional fair values as of the acquisition date as follows (in thousands):


	Provisional Fair Value
Assets and Liabilities acquired:
Current assets	$	9,109
Vehicles, net	32,295
Other non-current assets	5,251
Current liabilities	(18,397)
Non-Current liabilities	$	(2,061)
Total net assets acquired	$	26,197
Consideration paid - Cash	$	10,000
Consideration paid - Issuance of stock	2,300
Consideration payable - VTB Note Payable(1)	2,431
Consideration payable - Cash Hold-back	1,000
Total purchase price	$	15,731
Estimated bargain purchase gain	$	10,466
(1) The consideration payable to Spin is subject to change as the Company has 90 days following the closing date to adjust the purchase price. The Company has identified preliminary adjustments of $3.6 million which decreases the principal amount outstanding under the VTB Note Payable from $6.0 million to $2.4 million.

The Company estimated a bargain purchase gain of $10.5 million based on the provisional amounts recorded and information known as at September 30, 2023. Due to the limited time between the acquisition and September 30, 2023, the Company was unable to finalize the identification and valuation of all of the assets acquired and liabilities assumed and the final consideration payable. The Company has deferred the bargain purchase gain until the purchase accounting is further progressed and recorded the bargain purchase gain within Other Current Liabilities. The 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.

Included in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2023 are revenues of $2.1 million and $0.4 million in net losses related to Spin.

Bird Canada

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, $29.8 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	29,815
Other intangible assets	696
Other non-current assets	157
Current liabilities	(2,914)
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.

Prior to the acquisition, Bird Canada held the license to operate as the sole platform partner of the Company in Canada. The Company assessed these preexisting contracts and concluded approximately $0.1 million was settled as a part of the consideration transferred.

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

Transactions costs associated with the acquisition of Spin and Bird Canada were recorded in General and Administrative expenses on the Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023.

Note 4 –Prepaid Expenses and Other Current Assets

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


	September 30, 2023		December 31, 2022
Funding receivable	$	—	$	6,000
Insurance receivable	—		4,000
Prepaid insurance	1,373		205
Prepaid expenses	2,782		3,667
Product sales inventory deposits, net	2,539		1,387
Current deferred financing costs	2,519		2,706
Indirect taxes receivable	2,307		1,749
Other current assets	1,115		2,902
Total prepaid expenses and other current assets	$	12,635	$	22,615

Note 5 –Vehicles, net

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


	September 30, 2023		December 31, 2022
Vehicles in use	$	123,569	$	134,202
Vehicles not yet in use	22,967		31,900
Spare parts	28,400		28,476
Less: Accumulated depreciation (1)	(67,880)		(94,490)
Vehicles, net	$	107,056	$	100,088

(1)Includes $54.3 million of impairment charges for 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 nine months ended September 30, 2023.

Depreciation on Sharing vehicles was $9.4 million and $11.7 million for the three months ended September 30, 2023 and 2022, respectively, and $26.9 million and $39.0 million for the nine months ended September 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 nine months ended September 30, 2023, in relation to the Bird Canada acquisition, the Company recognized $29.8 million of goodwill. The Company’s goodwill balance as of September 30, 2023 and December 31, 2022 was $29.8 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 (4.6)% and (4.1)% for the three and nine months ended September 30, 2023 and (4.1)% and (0.2)% for the three and nine months ended September 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 September 30, 2023.



	September 30, 2023		December 31, 2022
Apollo Vehicle Financing Facility	$	40,855	$	44,105
Convertible Senior Secured Notes	59,005		30,100
Promissory Note Payable	—		4,200
VTB Note Payable	2,431		—
Total Notes Payable	$	102,291	$	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.

Amended and Restated Apollo Credit Agreement

On September 19, 2023, the Company entered into an Amended and Restated Loan Agreement with MidCap Financial Trust to amend and restate, in its entirety, the Apollo Credit Agreement, dated April 27, 2021. The Amended and Restated Loan Agreement provides for, among other things, (a) an additional advance of $6 million, to be used for, among other things, the completion of the transactions contemplated under the Spin Acquisition Agreement, (b) an extension of the maturity date under the Amended and Restated Loan Agreement to July 12, 2025, (c) amendments to the monthly amortization payment amounts and (d) the extension of the senior security in favor of the Administrative Agent to include substantially all of the assets of the Company, Bird Rides and certain of the Company’s other material US subsidiaries.

The borrowing limit was $150.0 million of which $5.0 million remains available to borrow at September 30, 2023. The Company drew down $6.0 million and repaid $9.3 million during the nine months ended September 30, 2023. The outstanding principal balance under the Vehicle Financing Facility as of September 30, 2023 was $40.9 million. The following is the repayment schedule (in thousands) over the remaining term:


	2023 (three months remaining)		2024		2025		Total
Payment amounts	$	1,500	$	19,950	$	19,405	$	40,855

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 July 12, 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 $3.8 million for the three months ended September 30, 2023 and 2022, respectively, and $5.9 million and $7.9 million for the nine months ended September 30, 2023 and 2022, respectively.

Bird Canada Transaction Convertible Senior Secured Notes

In December 2022, Bird Global issued and sold an aggregate principal amount of $30.1 million of its 12.0% Convertible Senior Secured Notes due December 30, 2027. 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. As of September 30, 2023, no Notes were converted into shares of Class A Common Stock.

At any time prior to December 30, 2024, upon not less than five nor more than 60 days’ notice, the Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time, at a price equal to 100.0% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the note purchase agreement, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Beginning December 30, 2024, the Company may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The redemption price includes a call premium that varies (from 7.5% to 2.5%) depending on the year of redemption.

The Company will be required to offer to repurchase Notes from Note holders at the applicable optional redemption price discussed above, together with accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date, in certain circumstances, including following a significant asset disposition or a change of control.

In January 2023, the Company entered into 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 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 September 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 September 30, 2023 was $59.0 million and the full fair value adjustment to the Notes, including interest, is recorded in Other (expense) income, net.

VTB Note Payable

On September 19, 2023, Bird Rides Inc, a wholly-owned subsidiary of the Company, issued to Tier Mobility SE (the “Seller”) a secured promissory note in the principal amount of $6 million. Under the Spin Acquisition Agreement and the VTB Note Payable, Spin, as the guarantor and as a wholly-owned subsidiary of the Company, delivered to the Seller a guarantee and security agreement secured by certain assets of Spin, certain existing and new licenses and permits, and all amounts received, or receivable, under any, or all of, the foregoing licenses and permits, and all rents, profits, and products of the foregoing. The Company guaranteed the Note on an unsecured basis. The principal amount of the note is to be repaid in three installments, which are due on October 19, 2023, December 31, 2023 and April 24, 2024, respectively, together with interest thereon. The Note bears interest at the rate of 8.0% per annum from September 19, 2023 until the unpaid balance is paid in full. The VTB Note Payable provides for certain representations and warranties, covenants, and events of default. Upon the occurrence, and during the continuation of an Event of Default (as defined in the Note), the interest rate shall be increased by an additional 5.0% per annum.

As of September 30, 2023, the VTB Note Payable of $6.0 million was adjusted for the adjustment amount of $3.6 million, decreasing the principal amount outstanding to $2.4 million.

Note 9 – Common Stock

Common Stock

As of September 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 September 30, 2023, the Company had 14,183,016 and 1,381,398 shares of Class A Common Stock and Class X Common Stock, respectively, issued and outstanding. As of September 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 September 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 September 30, 2023.

Note 10 – Stock-Based Compensation Expense

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Options Granted	—	—	187	—
RSUs Granted	185	190	1,188	888

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
General and administrative	$	4,710	$	(13,768)	$	16,767	$	69,343
Sales and marketing	34		560		250		2,026
Research and development	(509)		2,892		419		10,669
Total(1)	$	4,235	$	(10,316)	$	17,436	$	82,038
(1) Included in stock-based compensation are total reversals of $5.5 million and $9.7 million for the three and nine months ended September 30, 2023, respectively (2022 - $32.0 million and $33.1 million) as a result of forfeitures.

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(19,812)	$	(9,766)	$	(73,440)	$	(322,334)
Basic weighted-average shares outstanding	13,485		11,387		12,974		11,122
Loss per share - Basic	$	(1.47)	$	(0.86)	$	(5.66)	$	(28.98)

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 September 30,
	2023	2022
Convertible Senior Secured Notes	8,799	—
Stock options	421	447
Time-based vesting RSUs	745	1,198
Market-based vesting RSUs	170	1,163
Warrants to purchase Class A Common Stock	517	517
Contingently issuable shares	79	79
Total	10,732	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 and Financing Leases

As of September 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 and financing lease liabilities to the consolidated balance sheets (in thousands):


	September 30, 2023
2023	$	1,364
2024	3,103
2025	1,970
2026	1,096
2027	339
Thereafter	464
Total lease payments	8,336
Less: interest expense	(469)
Present value of lease liabilities	$	7,867

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 nine months ending September 30, 2023.

Notes Payable

The Company has commitments related to the Vehicle Financing Facility and Convertible Senior Secured Notes. As of September 30, 2023, the Company has future minimum payments of $16.7 million due in the next 12 months and $24.2 million due thereafter. See Note 8 — Notes Payable for further discussion.

Spin Acquisition - Hold-Back Consideration

As of September 30, 2023, the Company has commitments related to the Spin Acquisition Agreement for the VTB Note Payable of $2.4 million and Cash Hold-back of $1.0 million due within the next 12 months. See Note 8 — Notes Payable and Note 3 - Acquisitions 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 ARIAS and CAIN matters have been consolidated into one action. The Company has filed a Motion to Dismiss which is set for hearing on November 13, 2023. The FARAZMAND matter has been stayed pending the outcome of the Company’s Motion to Dismiss. 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 have provided all requested documents to the SEC. We 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 first quarter of 2023, 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 September 30,
	2023								2022
	Sharing Business		Platform Business		Retail Business		Total Segments		Sharing Business		Platform Business		Retail Business		Total Segments
Americas	$	36,998	$	803	$	36	$	37,837	$	46,504	1,242		3,659		$	51,405
EMEA	14,802		529		1,039		16,370		20,713		649		30		21,392
Rest of the World	123				—		123		62		—		—		62
Total revenues	51,923		1,332		1,075		54,330		67,279		1,891		3,689		72,859
Cost of revenues:
Americas	14,167		277		1,512		15,956		19,779		926		1,290		21,995
EMEA	9,450		142		83		9,675		11,454		(40)		29		11,443
Rest of the World	49		—		—		49		29		—		—		29
Cost of revenue, exclusive of depreciation	23,666		419		1,595		25,680		31,262		886		1,319		33,467
Americas	7,167		—		—		7,167		8,540		—		—		8,540
EMEA	2,244		—		—		2,244		3,127		—		—		3,127
Rest of the World	—		—		—		—		14		—		—		14
Depreciation on sharing vehicles	9,411		—		—		9,411		11,681		—		—		11,681
Impairment of Product Sales Inventory (Retail)	—		—		—		—		—		—		—		—
Total cost of revenues	33,077		419		1,595		35,091		42,943		886		1,319		45,148
Total gross profit (loss)	$	18,846	$	913	$	(520)	$	19,239	$	24,336	$	1,005	$	2,370	$	27,711
Reconciling items:
Total operating expenses							33,872								29,439
Loss from operations							(14,633)								(1,728)
Interest income							6								14
Interest expense							(2,020)								(3,779)
Other income, net							86								(3,884)
Loss before income taxes							$	(16,561)							$	(9,377)


	Nine Months Ended September 30,
	2023								2022
	Sharing Business		Platform Business		Retail Business		Total Segments		Sharing Business		Platform Business		Retail Business		Total Segments
Americas	$	93,674	$	1,975	$	666	$	96,315	$	111,890	7,350		7,692		$	126,932
EMEA	33,098		993		1,363		35,454		45,990		1,737		111		47,838
Rest of the World	432		—		—		432		229		—		—		229
Total revenues	$	127,204	$	2,968	$	2,029	$	132,201	$	158,109	$	9,087	$	7,803	$	174,999
Cost of revenues:
Americas	37,544		758		1,572		39,874		57,432		5,979		7,060		70,471
EMEA	20,355		390		767		21,512		28,137		44		143		28,324
Rest of the World	211		1		—		212		96