|9 Months Ended|
Sep. 30, 2021
|Bird Rides [Member]|
Note 7 – Debt
Apollo Vehicle Financing Facility
In April 2021, the Company’s wholly owned consolidated special purpose vehicle (“SPV”) entered into a credit agreement (the “Apollo Credit Agreement”) with Apollo Investment Corporation, as a lender, and MidCap Financial Trust, as a lender and administrative agent, to allow the SPV to borrow up to$40.0
million (the “Vehicle Financing Facility”) withno right to
re-borrowany portion of the Vehicle Financing Facility that is repaid or prepaid. The Vehicle Financing Facility includes a repayment mechanism tied directly to revenue generation of vehicles on lease by the SPV to the Company under an intercompany leasing arrangement (the “Scooter Lease”). Vehicles and cash in the SPV may be transferred out of the SPV in compliance with the terms, conditions, and covenants of the Apollo Credit Agreement. The Company drew down $8.4 million and $19.2 million during the three and nine months ended September 30, 2021
, respectively.The outstanding principal balance under the Vehicle Financing Facility as of September 30, 2021 was $11.3 million.
Financing Facility is secured by a first priorityperfected security interest in vehicles, collections from revenue generated by vehicles, and a reserve account related to such vehicles contributed by the Company to the SPV (collectively, “Collateral”). As of September 30, 2021, the Company maintained $16.2 million in such reserve account, which is classified as restricted cash in the condensed consolidated balance sheets.
of 9.0% that is accrued and paid by the Company on a monthly
Outstanding Vehicle Financing Facility balances bear interest at the London Interbank Offered Rate (“LIBOR”) plus a margin
basis. The maturity date of the Vehicle Financing Facility isApril 27, 2024 (“Final Maturity Date”).
On the fourth business day of each month prior to the Final Maturity Date, the Company is required to repay principal outstanding under the Vehicle Financing Facility based on a pre-set monthly amortization schedule (such amount, the “Amortization Amount”). In addition, on the fourth business day of each of January, April, July, and October, the Company is required to repay an additional amount of principal outstanding under the Vehicle Financing Facility to the extent50%
of revenues generated from the underlying Collateral is greater than the sum of the Amortization Amount due for the preceding quarter (such payment, the “Amortization Catch-Up Amount”). All outstanding Vehicle Financing Facility balances will be due and payable as previously stated, unless the commitments are terminated earlier, or if an event of default occurs (or automatically in the case of certain bankruptcy-related events of default).
The Apollo Credit Agreement includes certain customary representations, warranties, affirmative and
negative financial and non-financial covenants, events of default, and indemnification provisions.The primary negative covenant is a limitation on liens against vehicles included in the underlying Collateral, which
The Company is currently in compliance with all the terms and covenants of the Apollo Credit Agreement and the Scooter Lease. In accordance with the terms outlined in the agreements, the Company made contractual principal payments totaling $7.1 million and $7.9
million during the three and nine months ended September 30, 2021, respectively. The Company expects to repay the entire principal balance outstanding under the Vehicle Financing Facility as of September 30, 2021 pursuant to the Amortization Amount and the Amortization Catch-Up Amount prior to September 30, 2022 based on forecasts of expected revenue to be generated from underlying Collateral. As such, all outstanding Vehicle Financing Facility balances are presented in current notes payable in the condensed consolidated balance sheets. Issuance costs related to the Apollo Credit Agreement of$1.6 million were capitalized as a deferred asset and are amortized over the term of the Apollo Credit Agreement
As disclosed in Note 13, on October 12, 2021, the SPV entered into Amendment No. 2 to the Apollo Credit Agreement which, among other things, amended the amount of the commitments, the commitment period, the maturity date, the interest rate, and certain financial covenants.
DB Term Loans and Warrants
On June 13, 2019, the Company entered into a credit agreement with Deutsche Bank AG, as lender (the “Lender”), and Lucid Agency Services Limited, as administrative agent, to allow the Company to draw up to $45.0 million of initial term loans (the “Initial Term Loans”). In addition, pursuant to a July 9, 2019 amendment that added Sequoia IDF Asset Holdings S.A. as an incremental term loan lender, the Company could draw up to $5.0 million of incremental term loans (“Incremental Term Loans” and, collectively with the Initial Term Loans, the “Term Loans”). The Company drew down $45.0 million of Initial Term Loans and $5.0 million of Incremental Term Loans on June 13, 2019 and July 15, 2019, respectively, for a total of $50.0 million in Term Loans. The Term Loans bear interest at LIBOR plus a margin of 9.5% and are repaid by the Company on a monthly basis.
In conjunction with the Term Loans, the Company issued warrants to the Lender(“DB Warrants”) for 0.2 million shares of the Company’s Series
C-1Redeemable Convertible Preferred Stock exercisable upon any change of control, any equity financing, the maturity or repayment in full of all amounts due to the lenders, or any Initial Public Offering. The DB Warrants are liability-classified instruments because they can be sold back to the Company for cash at a value of $20.70 per share.
The fair value of the DB Warrants at inceptionwas $5.0 million and was classified in other liabilities. The $5.0 million was treated as a debt discount against the $50.0
$3.0 million in September 2019 and $2.0 million in April 2020.
million of Term Loans and accreted into interest expense on the consolidated statements of operations. The Lender notified the Company of its intention to sell the DB Warrants back to the Company, and the Company settled the DB Warrants for
The Company entered into amendments to the credit agreement, the most recent of which was dated October 19, 2020. The Company issued additional warrants (“2020 DB Warrants”) for shares of the Company’s Series D Redeemable Convertible Preferred Stock. The fair value of the 2020 DB Warrants at inception was$0.6 million and classified in other current liabilities. The Lender notified the Company of its intention to sell the 2020 DB Warrants back to the Company, and the Company settled the 2020 DB Warrants for $0.6 million in June 2021.
In April 2021,
the Company repaid the outstanding principal balance under the Term Loans of$31.2 million, including accrued and unpaid interest. The Company recognized a loss of $2.3 million upon extinguishment due to the
write-offof the debt discount.
Interest expense on the Vehicle Financing Facility and Terms Loans for the three and nine months ended September 30, 2021 was $0.3 million and $2.7 million, respectively, and recorded in interest expense, net in the condensed consolidated statements of operations
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef