MICROMOBILITY.COM You should read the following discussion and analysis of our financial condition and results of operations together with its consolidated financial statements and the related notes. Some of the information contained in this discussion and analysis or set forth elsewhere, including information with respect to its plans and strategy for its business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the "Special Note Regarding Forward-Looking Statements" and "Risk Factors" for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The following discussion refers to the financial results ofHelbiz, Inc. , for the three months endedSeptember 30, 2021 , and 2020, for the nine months endedSeptember 30, 2021 , and 2020 and the year endedDecember 31, 2020 . For purposes of this following discussion the terms "we", 'our" or "us" or "the Company" and similar references refers to Helbiz and its affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.
Overview
Helbiz, Inc. (and with its subsidiaries, where applicable, "Helbiz" or the "Company") was incorporated in the state ofDelaware inOctober 2015 with headquarter inNew York, New York . We are an intra-urban transportation company that seeks to help urban areas reduce their dependence on individually owned cars by offering affordable, accessible and sustainable forms of personal transportation, specifically addressing first and last mile transport. Founded on a proprietary technology platform, we offer a sharing economy that allows users to instantly rent electric vehicles directly from our mobile application. We currently have a strategic footprint in growing markets with offices inNew York ,Milan ,Belgrade andSingapore , with additional operational teams around the world. We currently have electric vehicles operating inthe United States andEurope . During 2021, we decided to enter into a new business line: the acquisition and distribution of contents including live sport events. We developed a new app, Helbiz Live, which is a separate app from the micro-mobility platform. Starting fromAugust 2021 , we have broadcasted theItalian Serie B Soccer League inthe United States ,Italy andSerbia as well as other contents. During 2021, we decided to expand our product offering, through our wholly-owned Italian subsidiary, Helbiz Kitchen Italia S.r.l. InJuly 2021 , we launched a delivery-only "ghost kitchen" restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order meals, inMilan . The service is fully integrated in the micro-mobility platform.
OnAugust 12, 2021 (the "Closing Date"), we consummated a business combination as contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), datedFebruary 8, 2021 , by and amongGreenVision Acquisition Corp. ("GRNV"),GreenVision Merger Sub, Inc. , a wholly owned subsidiary of GRNV ("Merger Sub"),Helbiz Holdings Inc. (known asHelbiz, Inc. priorAugust 12, 2021 ) andSalvatore Palella (as representative of the shareholders ofHelbiz Holdings Inc. ). The Merger Agreement provided for the acquisition ofHelbiz Holdings Inc. by GRNV pursuant to the merger of Merger Sub with and intoHelbiz Holdings Inc. (the "Business Combination"), withHelbiz Holdings Inc. continuing as the surviving entity and a wholly owned subsidiary of GRNV. On the Closing Date, and in connection with the closing of the Merger Agreement, GRNV changed its name toHelbiz, Inc. In connection with the execution of the Merger Agreement, GRNV entered into subscription agreements (the "Subscription Agreements") and registration rights agreements (the "PIPE Registration Rights Agreements"), with certain institutional and accredited investors some of whom transferred their obligations to additional institutional and accredited investors that entered into additional Subscription Agreements (collectively, the "PIPE Investors ").The PIPE Investors collectively subscribed for an aggregate 2,650,000 GRNV units at$10.00 per unit, with each unit consisting of one share of Class A Common Stock and a warrant to purchase one share of Class A Common Stock exercisable at$11.50 , for aggregate gross proceeds of$26.5 million (the "PIPE Investment "), of which$5 million was in the form of cancelation ofHelbiz Holdings Inc. promissory notes. Under the terms of the Merger Agreement, thePIPE Investment was to be for a minimum of$30 million , but the parties to the Merger Agreement waived that closing condition.The PIPE Investment was consummated substantially concurrently with the Closing. 27 On the Closing Date, eachHelbiz Holdings share issued and outstanding immediately prior to the business combination date was canceled and automatically converted into the right to receive 4.63 (the "conversion ratio") GRNV shares of the respective class. Each outstandingHelbiz Holdings option was assumed by GRNV and automatically converted into an option to purchase such number of shares of Class A Common Stock equal to the product of (i) 4.63 and (ii) the option holder'sHelbiz Holdings options. Based on the conversion ratio, GRNV exchanged all of the 5,285,887 outstandingHelbiz Holdings shares for (i) 10,271,750 shares of GRNV's Class A Common Stock and 14,225,898 shares of GRNV's Class B Common Stock, each based on a price of$10.00 per share. Additionally, GRNV assumed all the 1,598,800Helbiz Holdings outstanding options converted into 7,409,701 options to acquire shares of GRNV's Class A Common Stock.
MiMoto Smart Mobility S.r.l. - Acquisition
OnApril 1, 2021 , we acquired 100% of the equity interest of MiMoto Smart Mobility S.r.l. ("MiMoto"), a dockless e-moped sharing private company based inMilan, Italy . MiMoto represents an expansion in the mobility business; in detail, it allows us to enter into the e-mopeds sharing business. The acquisition of MiMoto has been accounted for as a business combination. The purchase price of$12,544 (paid in 1,057,740 shares of our common stock assuming a retroactive application of the conversion ratio, and$2,155 in cash). The MiMoto purchase price has been preliminary allocated as follows:$1,870 to government relationship,$887 to customer relationship,$664 to assets acquired and$1,848 to liabilities assumed based on their estimated fair value on the acquisition date, and the excess of$10,971 of the purchase price over the fair value of net assets acquired was recorded as goodwill.Goodwill is primarily attributable to the expected synergies and monetization opportunities arising from the acquisition, including the ability to obtain further licenses in the electric sharing environment and gain efficiencies with the use of MiMoto's know-how, technology and existing processes. Government relationships and Customer relationships accounted as Intangible Assets are amortized on a straight-line basis over their estimated useful life, 3 years. Government relationships represent the operating e-mopeds sharing agreements with municipalities, entered by MiMoto in previous years. Customer relationships represent the customer based owned by MiMoto through its platform. 28
Mobility - Key Financial Measures and Indicators
Quarterly Active Platform Users. We define QAPUs as the number of unique userswho completed a ride on our platform at least once in three months. While a unique user can use multiple product offerings on our platform in a given quarter, that unique user is counted as only one QAPU. We use QAPUs to assess the adoption of our platform and frequency of transactions, which are key factors in our penetration of the markets in which we operate. [[Image Removed]] Trips. We define Trips as the number of completed rides in a given period. To further clarify, a single-use Helbiz ride is recognized as a unique "Trip" upon completion of each ride. We believe that Trips is a useful metric to measure the scale and usage of our platform. [[Image Removed]] Active Markets. We track the number of active markets (cities) that we operate in. We believe that increasing the markets for expansion is fundamental to the success of our core business for the foreseeable future. 29 Italian licenses We are a substantial operator inItaly in the micro-mobility environment, based on number of licenses awarded, and number of vehicles authorized. During the nine months endedSeptember 30, 2021 , we provided sharing electric mobility services in the following Italian cities: • E-scooter:Rome ,Milan ,Turin ,Naples , Parma,Palermo , Collegno,Pisa ,Modena , Ravenna, Latina,Pescara ,Bari , Ferrara, Otranto, Fiumicino, Montesilvano, Cesena,Reggio Emilia , Parma, Bardonecchia, and Santarcangelo di Romagna.
• E-bike:
• E-moped:
In detail, during the three months endedSeptember 30, 2021 , we launched e-scooter services in Reggio Emilia Santarcangelo di Romagna, and Bardonecchia: additionally, we launched e-moped services inFlorence , Rimini, Tigullio, andPescara .United States
During the nine months ended
•Washington, D.C. we provided e-bike and e-scooter services; •Miami, Florida . we provided e-scooter service; •Jacksonville, Florida . we provided e-scooter service; •Richmond, Virginia . we provided e-scooter service; •Alexandria, Virginia we provided e-scooter service; •Arlington, Virginia we provided e-scooter service; •Santa Barbara, California we provided e-scooter and e-bike services; •Durham, North Carolina we provided e-scooter service; •Waterloo, Iowa we provided e-scooter service; •Oklahoma City, Oklahoma we provided e-scooter service; and •Atlanta, Georgia we provided e-scooter and e-bike service.
In detail, during the three months ended
Impact of COVID-19 to our Business.
InMarch 2020 , theWorld Health Organization declared the outbreak of the coronavirus disease ("COVID-19") a pandemic. The COVID-19 pandemic has rapidly changed market and economic conditions globally, impacting riders, consumers, and business partners, as well as our business, results of operations, financial position, and cash flows. Various governmental restrictions, including declaration of a federal National Emergency, multiple cities' and states' declarations of states of emergency, school and business closings, quarantines, restrictions on travel, limitations on social or public gatherings, and other measures have, and may continue to have, an adverse impact on our business and operations, including, for example, by reducing the global demand for micro-mobility rides. Furthermore, we are experiencing and expect to continue to experience a supply-chain constraints. We continue to prioritize the health and safety of our employees and customers. We are focusing on navigating the challenges presented by COVID-19 by managing our cash flow in order to meet our short-term liquidity needs. We have responded to the COVID-19 pandemic by launching new services such as media contents and delivery of foods. As vaccination rates increase inthe United States andEurope , we are observing that governmental authorities are requesting more often sharing micromobility services which guarantee social distancing.
While we continue to assess the impact of COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position, and cash flow due to numerous uncertainties.
30
Impact of the launch of new business lines
Helbiz Live
InAugust 2021 , we launched Helbiz Live, our streaming media content offering, in conjunction with the beginning of the 2021-2022 season of the Italian Serie B soccer league.
In connection with the launch of Helbiz Live, we entered in the following agreements:
• Helbiz Media acquired the rights to broadcast, on a non-exclusive basis
in Italy , approximately 390 Serie B regular season games for the next
three seasons at a cost of €12 million (approximately $14.4 million )
per season. On September 30, 2021 we paid the first two tranches
equaling €3.2 million (approximately $3.7 million ).
• Helbiz Media has been appointed by the
distributor of the Series B international media rights and as a result
of such agreement, Helbiz Media will commercialize such international
rights on behalf of the League Series B with a minimumcommitment of
€2.5 million per season (approximately $3 million ) that Helbiz Media
will guarantee to the League Series B. As of September 30, 2021 , we
paid the first two tranches totaling €470 thousands
(approximately
thousands). This results in an additional cost to Helbiz of at least
€2.5 million annually. However, Helbiz will retain sales revenues up to
the first €2.5 million with sales revenues exceeding the €2.5 million
threshold subject to a revenue sharing arrangement between Helbiz Media
and League Series B .
• Helbiz Media has signed an agreement with a third-party for advisory
services, operational support for set-up, content integration and
distribution support for the Serie B contents. The operational costs
for the services will be between $1.4 million and $2.2 million per
season.
• Helbiz Media hired 8 people to support this business line.
• Helbiz Media invested and will continue to invest up to
promotional and marketing activities, per season, but has no obligation
to do so.
The table below shows the Helbiz Live revenues recorded during the three months
ended
Three Months Ended September 30,
2021 2020
Live Revenue -
Commercialization of Media rights 671 -
Subscriptions 89 -
Total Live Revenue $ 760 $ -
Helbiz Kitchen
In
In connection with the launch of
• The lease of an approximately 21,500 square foot facility in
Italy at a cost of €120,000 ($144,000 ) per year. • The hiring of 56 people.
• Procurement of raw materials for approximately €250,000 (
setting-up the business operations.
• Purchase of 20 e-mopeds for €98,000 ($120,000 ).
The revenues generated by
31
Consolidated Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our net revenue for those periods. Percentages presented in the following tables may not sum due to rounding.
Comparison of the Three Months Ended
The following table summarizes our consolidated results of operations for the
three months ended
Three Months ended Nine Months ended
September 30, September 30,
2021 2020 2021 2020
Net revenue $ 4,702 $ 2,013 $ 8,700 $ 2,876
Operating expenses:
Cost of revenues(1) 9,844 2,235 20,421 4,806
R&D expenses(1) 853 441 2,017 1,031
Sales and marketing(1) 4,374 1,717 6,782 3,298
General and administrative(1) 9,298 3,237 15,891 6,891
Total operating expenses 24,370 7,631 45,111 16,026
Loss from operations (19,668 ) (5,618 ) (36,411 ) (13,150 )
Total other expenses, net (8,641 ) (26 ) (14,094 ) (2,011 )
Income Taxes (7 ) (11 ) (40 ) (17 )
Net Loss (28,316 ) (5,655 ) (50,545 ) $ (15,176 )
Three Months ended Nine Months ended
September 30 September 30,
2021 2020 2021 2020
Net revenue 100% 100% 100% 100%
Operating expenses:
Cost of revenues(1) 209% 111% 235% 167%
Research and Development(1) 18% 22% 23% 36%
Sales and marketing(1) 93% 85% 78% 115%
General and administrative(1) 198% 161% 183% 240%
Total operating expenses 518% 379% 519% 557%
Loss from operations (418 )% (279 )% (419 )% (457 )%
Total other expenses, net (184 )% (1 )% (162 )% (70 )%
Income Taxes (0 )% (1 )% (0 )% (1 )%
Net Loss (602 )% (281 )% (581 )% (528 )%
(1) Includes stock-based compensation for employees and services received, as
follows
32
Three Months ended Nine Months ended
September 30 September 30,
2021 2020 2021 2020
Stock-based Compensation:
Cost of revenues 5 12 22 24
Research and Development 67 236 372 472
Sales and marketing 1,206 235 1,518 405
General and administrative 3,127 1,170 4,621 2,340
Total Stock-based Compensation $ 4,405 $ 1,653 $ 6,533 $ 3,241
Net Revenue
Three Months ended Nine Months ended
September 30 September 30,
2021 2020 % Change 2021 2020 % Change
Mobility revenues $ 3,890 $ 2,013 93 % $ 7,888 $ 2,671 193 %
Pay per ride 3,093 1,689 83 % 6,192 2,145 189 %
Subscriptions 541 195 177 % 1,156 209 453 %
Partnership revenues 256 129 98 % 540 317 70 %
Live revenues 760 - 100 % 760 - 100 %Commercialization of Media Rights 671 -
100 % 671 - 100 % Subscriptions 89 - 100 % 89 - 100 % Other revenues$ 52 $ - 100 %$ 52 $ 205 (75 )% Total Revenues$ 4,702 $ 2,013 134 %$ 8,700 $ 2,876 203 % Total revenue increased by$2,689 , or 134%, from$2,013 for the three months endedSeptember 30, 2020 , to$4,702 for the three months ended onSeptember 30, 2021 . The same trend is observable for the nine months endedSeptember 30, 2021 , and 2020, as total revenue increased by$5,824 , or 203%, from$2,876 for the nine months endedSeptember 30, 2020 , to$8,700 for the nine months endedSeptember 30, 2021 . This increase was primarily due to the core business - mobility - and the related main caption: "pay per ride revenue". In detail, the increase followed our growth in the micro-mobility sharing market inItaly andthe United States . Additionally, the revenue growth benefits from the launch of the new business line: Helbiz Live.
Mobility revenues
Mobility revenues increased by$1,877 , or 93%, from$2,013 for the three months endedSeptember 30, 2020 , to$3,890 for the three months ended onSeptember 30, 2021 . The same trend is observable for the nine months endedSeptember 30, 2021 , and 2020, as mobility revenue increased by$5,217 , or 193%, from$2,671 for the nine months endedSeptember 30, 2020 , to$7,888 for the nine months endedSeptember 30, 2021 . InMay 2020 , we introduced a subscription offer calledHelbiz Unlimited which allows a customer to use our e-scooters and e-bikes in exchange for a monthly fee. During the nine months endedSeptember 30, 2021 , more than 30,000 customers have subscribed theHelbiz Unlimited offer, generating a cumulative revenue of$1,156 with an increase of$947 , or 453%, from$209 for the nine months endedSeptember 30, 2020 . 33 Live revenues Helbiz Live revenues are related to the launch of the new business line, which occurred inAugust 2021 . In the first month and half of operations Live generated revenues amounted to$760 . In detail, we recorded Revenues for$89 from Helbiz Live monthly and yearly subscriptions, and$671 from the Commercialization of Media Rights outsideItaly . Cost of Revenue Three Months ended Nine Months ended September 30, September 30, 2021 2020 % Change 2021 2020 % Change Cost of revenue$ 9,844 $ 2,235 340 %$ 20,421 $ 4,806 325 % Of which Amortization, Depreciation and write-off 1,553 761 104 % 4,798 2,022 137 % Of which Stock-based Compensation 5 12 (58 )% 22 24 (8 )% Cost of Revenue increased by$7,609 or 340%, from$2,235 for the three monthsSeptember 30, 2020 , to$9,844 for the three months endedSeptember 30, 2021 . A similar increase can be observed between the nine months endedSeptember 30, 2020 , and 2021, as Cost of Revenue increased by$15,615 , or 325%. Such increase was primarily due to a larger fleet size and the opening of several new cities acrossEurope andthe United States , the launch of which implied significant operative investments, as well as the increase of fleet size in Cities we were already operating. Additionally, the increase observable for the three months endedSeptember 30, 2021 , compared to the three months endedSeptember 30, 2020 , is partially explained by the launch of Helbiz Live, which contributed to Cost of revenue for$2,732 . Depreciation, Amortization and write-off expenses, one of the main drivers of Cost of Revenue, increased by$792 , or 104%, from$761 for the three months endedSeptember 30, 2020 , to$1,553 for the three months endedSeptember 30, 2021 . Research and Development Three Months ended Nine Months ended September 30, September 30, 2021 2020 % Change 2021 2020 % Change Research and development$ 853 $ 441 93%$ 2,017 $ 1,031 96% Of which Stock-based Compensation 67 236 (72 )% 372 472 (21 )% Research and Development expenses increased by$412 or 93%, from$441 for the three months endedSeptember 30, 2020 , to$853 for the three months endedSeptember 30, 2021 , and$986 , or 96%, from$1,031 for the nine months endedSeptember 30, 2020 , to$2,017 for the nine months endedSeptember 30, 2021 . Such increase is mainly driven by the continuous investments in the in-house IT engineering team, including stock-based compensation, as well as the in-house development ofHelbiz Kitchen integration and Helbiz Live App/platform. 34 Sales and Marketing Three Months ended Nine Months ended September 30, September 30, 2021 2020 % Change 2021 2020 % Change Sales and marketing$ 4,374 $ 1,717 155%$ 6,782 $ 3,298 106% Of which Stock-based Compensation 1,206 235 413% 1,518 405 275% Sales and marketing expenses increased by$2,657 or 155%, from$1,717 for the three months endedSeptember 30, 2020 , to$4,374 for the three months endedSeptember 30, 2021 , and$3,484 , or 106%, from$3,289 for the nine months endedSeptember 30, 2020 , to$6,782 for the nine months endedSeptember 30, 2021 . The increase is in line with our strategy focused on significant investment in advertising, promotional and business development initiatives. The marketing activities are followed by our employees and third-party advisors. Stock-based compensation registered a 413% increase, from$405 for the nine months endedSeptember 30, 2020 , to$1,518 for the nine months endedSeptember 30, 2021 . Such increase is primarily related to the issuance of 115,958 Class A Common shares to communication and advertising consultants. General and Administrative Three Months ended Nine Months ended September 30, September 30, 2021 2020 % Change 2021 2020 % Change General and administrative$ 9,298 $ 3,237 187%$ 15,891 $ 6,891 131%
Of which Stock-based Compensation 3,127 1,170 167% 4,621 2,340 97% General and Administrative expenses increased by$6,061 or 187%, from$3,237 for the three months endedSeptember 30, 2020 , to$9,298 for the three months endedSeptember 30, 2021 , and$9,000 , or 131%, from$6,891 for the nine months endedSeptember 30, 2020 , to$15,891 for the nine months endedSeptember 30, 2021 . The increase is mainly driven by our investment in the personnel-related compensation costs, hiring employees and professional service fees. Additionally, the General and Administrative costs increased significantly following our merger and related listing process. Stock-based compensation registered a 97% increase, from$2,340 for the nine months endedSeptember 30, 2020 , to$4,621 for the nine months endedSeptember 30, 2021 . Such increase is primarily related to: (i) the issuance of 272,514 Class A Common shares to ourSEC legal counsel and other consultants, (ii) 225,000 stock options assigned to the three independent board members, and (iii) grant of the CEO Performance Award.
Total other income (expense), net
Three Months ended Nine Months ended
September 30, September 30,
2021 2020 % Change 2021 2020 % Change
Interest expense $ (562 ) $ (410 ) 37% $ (1,627 ) $ (1,076 ) 51%
Fair value adjustments $ (8,038 ) $ (653 ) 1,131% $ (12,166 ) $ (1,233 ) 887%Gain on extinguishment of debts - 1,055 100% - 323 100% Other income (expense)$ (41 ) $ (18 ) 128%$ (301 ) $ (25 ) 1,104% Total other income (expense), net$ (8,641 ) $ (26 ) 33,135%
$ (14,094 ) $ (2,011 ) 601% 35 Interest expenses Interest expenses increased by$152 , or 37%, from$410 for the three months endedSeptember 30, 2020 , to$562 for the three months endedSeptember 30, 2021 , and$551 , or 51%, from$1,076 for the nine months endedSeptember 30, 2020 , to$1,627 for the nine months endedSeptember 30, 2021 . Such increase is mainly driven by the new financial liabilities we entered into to support the expansion of the mobility and Live businesses.
Fair value adjustments
Fair value adjustment shows an increase of$7,385 , increased by 1,131% from$653 for the three months endedSeptember 30, 2020 , to$8,038 for the three months endedSeptember 31, 2021 . The negative impact is mainly driven by the events described below: • InMarch 2021 , we recorded a significant loss for an increase of the fair value of the 2020 Warrants Purchase Agreement, converted into common shares as ofMarch 26, 2021 . • OnSeptember 21, 2021 , I-bankers exercised on a cashless basis the 287,500 Private Warrants issued by GRNV, and we issued 165,289 Class A Common Shares. The exercise of the aforementioned warrants generated a loss amounted to$4,537 which represents the fair value adjustment of the warrants fromAugust 12, 2021 , (Business combination closing date) toSeptember 21, 2021 .
•
Liquidity and Capital Resources
Since our inception, we have financed our operations primarily with proceeds from outside sources of invested capital. We have had, and expect that we will continue to have, an ongoing need to raise additional cash from outside sources to fund its operations and expand its business. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be harmed. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support our cost structure. As ofSeptember 30, 2021 , our principal sources of liquidity were cash and cash equivalents of$7,943 thousands , excluding restricted cash of$110 thousands . Cash and cash equivalents consisted of bank deposits inU.S. Dollar and Euro. We collect the fees from riders using a third-party processing payment provider. In detail, we collect the fees between 2 to 5 days after the completion of the ride. We also collect charges and fees from partners for specific advertising or co-branding activities, within 30 days from the events. Additionally, Helbiz Live media operators pay Helbiz Live within 60 days for the international audiovisual rights.
During the last quarter of 2020, certain European countries, including
We plan to continue to fund our operations and expansion plan, including the new business lines through debt and equity financing, for the next twelve months.
We may be required to seek additional equity or debt financing. Our future capital requirements will depend on many factors, including our growth and expanded operations, including the new business lines. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
36 Indebtedness
The following table summarizes our indebtedness as of
As of
September 30, 2021
Current Financial Liabilities $ 6,989
Current portion of long-term financial Debts 1,585
Other current financial liabilities 74
Warrants 5,330
Non-Current Financial Liabilities 18,215
Promissory Notes 88
Secured Long Term Loan 12,838
Long-term Loans, net 5,289
Total Financial Liabilities $ 25,204
Warrants, categorized as liability
As ofSeptember 30, 2021 , the warrants categorized as liability are composed by the 2,100,000 GRNV Sponsor Private Warrants, which have identical terms of the Public Warrants (categorized as equity) underlying the Units sold in the GRNV Initial Public Offering and PIPE transaction. Additionally, the GRNV Sponsor Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the GRNV Sponsor Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the GRNV Sponsor Private Warrants will be redeemable by us and exercisable by such holders on the same basis as the Public Warrants.
Financial debts, net
12.7% Secured Long Term Loan, net
OnMarch 23, 2021 , we entered into a$15,000 secured term loan facility with an institutional lender. The loan agreement has a maturity date ofDecember 1, 2023 , with a prepayment option for us after 12 months. At inception, we prepaid interests and an insurance premium for$2,783 . As ofSeptember 30, 2021 , we accounted the loan as Non-Current Financial liabilities net of intermediary fees and bank fees, and the$436 and$890 in interest expenses respectively for the three and nine months ended onSeptember 30, 2021 , as Interest expenses, net.
8% Promissory note, issued in 2021
OnJune 18, 2021 , andJuly 1, 2021 , we entered into two unsecured promissory note agreements with a shareholder for cumulative proceeds of$5,000 . OnAugust 12, 2021 , we consummated the business combination with GRNV and concurrently settled the$5,000 debt through the issuance of 500,000 GreenVision PIPE units. The interest expenses recorded for the three and nine months ended onSeptember 30, 2021 , are immaterial.
0% CEO Promissory notes -
During May andJune 2021 , our Chief Executive Office, lent us funds on an interest-free basis for cumulative gross proceeds of$2,010 through Promissory Notes. The loan notes are payable on the earlier of (i) the day of the completion of the business combination between us and GreenVision, (ii)August 19, 2021 , or (iii) completion of a capital raise in either form of debt or equity of a minimum of$5,000 . OnAugust 16, 2021 , we repaid the principal of the 0% CEO Promissory Notes.
4.5% Long-term loan, net
OnNovember 5, 2020 , we obtained a loan forEuro 3,500 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via "Fondo Centrale di Garanzia per le PMI". As ofDecember 31, 2020 , we accounted the loan as Non-Current Financial liabilitiesnet of intermediary fees and bank fees. As ofSeptember 30, 2021 , we accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms; during the three and nine months endedSeptember 30, 2021 , no repayment of the principal has been made. As a result, the decrease of the net carrying value is mainly related to the change in the currency rate as ofSeptember 30, 2021 , andDecember 31, 2020 .
We recorded respectively
37 5.4% Long-term loan, net OnMarch 15, 2021 , we obtained a loan forEuro 2,000 through our wholly-owned Italian subsidiary. The counterparty is an Italian bank, and the loan is guaranteed by the Italian Government via "Fondo Centrale di Garanzia per le PMI". As ofSeptember 30, 2021 , we accounted the loan between Current and Non-Current Financial liabilities based on the repayment terms; during the three and nine months endedSeptember 30, 2021 no repayment of the principal has been made.
We recorded respectively
2.75% Long-term loan, net - MiMoto financial liability
OnMay 31, 2018 , MiMoto obtained a loan forEuro 450 from an Italian bank. The loan is guaranteed by the Italian Government via "Fondo Centrale di Garanzia per le PMI". OnApril 1, 2021 , as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted toEuro 316 , approximately$372 . No repayment of the principal has been made by us during the nine months endedSeptember 30, 2021 . The interest expenses recorded for the three and nine months ended onSeptember 30, 2021 , are immaterial.
2.4% Long-term loan, net - MiMoto financial liability
OnMay 21, 2020 , MiMoto entered in a loan agreement with an Italian bank, forEuro 400 . The loan is guaranteed by the Italian Government via "Fondo Centrale di Garanzia per le PMI". OnApril 1, 2021 , we assumed the MiMoto financial liability amounted toEuro 400 , approximately$472 . No repayment of the principal has been made by us during the nine months endedSeptember 30, 2021 . The interest expenses recorded for the three and nine months ended onSeptember 30, 2021 , are immaterial.
3.5 % Long-term loan, net - MiMoto financial liability
OnOctober 17, 2017 , MiMoto obtained a loan forEuro 200 with an Italian bank, and the loan is guaranteed by the Italian Government via "Fondo Centrale di Garanzia per le PMI". OnApril 1, 2021 , as a result of the MiMoto acquisition, we assumed the fair value of the loan amounted toEuro 65 , approximately$76 . No repayment of the principal has been made by us during the nine months endedSeptember 30, 2021 . The interest expenses recorded for the three and nine months ended onSeptember 30, 2021 , are immaterial.
8% Promissory Notes, issued in 2020
On
OnAugust 26, 2021 , we fully repaid the two 8% unsecured promissory notes.
Revolving Credit
InMarch 2018 , we entered into an unsecured Senior Revolving Credit Agreement (the "Revolving Credit"). OnMarch 24, 2021 , we re-paid the Revolving Credit and the accumulated interests. 18% Promissory Notes OnMay 25, 2020 , we entered into two 18% promissory note agreements. The two promissory notes have a cumulative principal of$2,000 . OnMarch 24, 2021 , we early re-paid the remaining outstanding balance, including accumulated interests. 38
As of
Year endingDecember 31 : Remainder of 2021$ 280 2022 1,940 2023 16,941 Thereafter 2,716 Total future repayments of principal$ 21,877
Cash Flows
The following table summarizes our cash flows activities:
September 30, 2021
Net cash used in operating activities $ (23,707 ) $ (5,605 ) Net cash used in investing activities (7,302 ) (3,120 ) Net cash provided by financing activities 38,717 8,482 Effect of exchange rate changes (443 ) 20 Net (decrease) increase in cash, cash equivalents and restricted cash $ 7,263 $ (26 ) Operating Activities
During the nine months endedSeptember 30, 2021 , operating activities used$23,707 of cash, resulting from our net loss of$50,545 , partially offset by non-cash expenses for$24,006 and net changes in operating assets and liabilities for$410 . Non-cash expenses are mainly related to: (i) equity-based compensation for$6,433 , (ii) changes in fair value of financial instruments for$12,167 , and (iii) depreciation, amortization, and loss on disposal of assets for$5,406 . In addition, other non-cash expenses, including interest expenses not paid, for$1,032 . Net changes in operating assets and liabilities consisted primarily in the increase in accounts payable, accrued expenses and other current liabilities of$9,873 , partially offset by an increase in accounts receivable and other assets of$8,969 . Investing Activities
During the nine months endedSeptember 30, 2021 , investing activities used$7,302 of cash. In detail, we used the$5,007 directly invested in our business expansion through the purchase of new electric vehicles to expand the operating fleet in several new cities and$1,987 invested in acquisition of new businesses to purchase MiMoto (net of cash acquired).
Financing Activities
During the nine months endedSeptember 30, 2021 , financing activities provided$38,717 of cash. The net proceeds from issuance of financial liabilities generated a positive cash flow of$21,263 , partially offset by the repayment of existing financial liabilities for 4,758. Additionally, we settled the 2020 Subscription receivables which generated a positive cash flow of$4,033 and issued Company's shares of common stock, for sale for$922 . Finally, the completion of the Business Combination with GRNV generated a positive cash flow of$20,281 , partially offset by payments of offering costs and other commission related to the listing process for$3,024 . 39
Securities outstanding as of
As of
September 30, 2021 Class A Common Shares - GRNV Sponsor shares
1,467,500
Class A Common Shares - issued toHelbiz Holding ' shareholders for cancellation of 2,216,348Helbiz Holding's Class A Common Shares
10,271,750
Class A Common Shares -PIPE Investment
2,650,000
Class A Common Shares - GRNV IPO
871,051
Class A Common Shares - Other shares issued to vendors
from
175,324
Class B Common Shares - issued to
14,225,898
Total Helbiz outstanding Common Shares
29,661,523
Public Warrants, categorized as equity
8,400,000
Private Warrants, categorized as liability
2,100,000
7,409,701
Helbiz Holdings 2020 CEO Performance
600,000
Stock Options for independent board members
225,000
Total Helbiz outstanding Warrants and options
18,734,701
The merged entity did not have outstanding Preferred Stocks.
Public Warrants
As ofSeptember 30, 2021 , the Public Warrants outstanding are 8,400,000 with a strike price of$11.50 and they became exercisable onAugust 12, 2021 . OnSeptember 23, 2021 , the Public Warrants became exercisable for cash by the effectiveness of a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants.
The Public Warrants will expire five 5 years from the consummation of a Business Combination or earlier upon redemption or liquidation.
We may call the warrants for redemption, in whole and not in part, at a price of
? at any time while the warrants are exercisable,
? upon not less than 30 days' prior written notice of redemption to each
warrant holder,
? if, and only if, the reported last sale price of the Class A shares of
common stock equals or exceeds
within a 30-trading day period ending on the third business day prior to the
notice of redemption to warrant holders, and
? if, and only if, there is a current registration statement in effect with
respect to the shares of common stock underlying such warrants at the time
of redemption and for the entire 30-day trading period referred to above and
continuing each day thereafter until the date of redemption.
If we call the Public Warrants for redemption, management will have the option
to require all holders that wish to exercise the Public Warrants to do so on a
"cashless basis," as described in the warrant agreement. The exercise price and
number of shares of common stock issuable upon exercise of the warrants may be
adjusted in certain circumstances including in the event of a stock dividend,
extraordinary dividend or recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for issuances of
shares of common stock at a price below its exercise price. Additionally, in no
event will we be required to net cash settle the warrants.
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Lock-Up Agreement
On August 12, 2021 , we entered in a series of lock-up agreements with Helbiz
Holdings shareholders that held at least 75,000 shares of common stock of Helbiz
Holdings or 347,590 shares of common stock of Helbiz Inc. Under those lock-up
agreements, it was agreed that until (i) the first anniversary of the Closing of
the Business Combination with respect to the our CEO and Founder and (ii) the
six month anniversary of the Closing with respect to other Helbiz shareholders
owning at least 75,000 shares, such Helbiz securityholders, directly or
indirectly, will not: (i) offer for sale, sell, pledge or otherwise dispose of
(or enter into any transaction or device that is designed to, or could be
expected to, result in the disposition by any person at any time in the future
of) any shares of our common stock, or any other of our securities convertible
into or exercisable or exchangeable for any shares of such common stock which
are owned as of the Closing Date; (ii) enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, any of the economic
benefits or risks of ownership of the Lockup Shares, whether any such
transaction is to be settled by delivery of the Lockup Shares or other
securities, in cash or otherwise; or (iii) make any demand for or exercise any
right or cause to be filed a registration statement, including any amendments
thereto, with respect to the registration of any Lockup Shares or any other of
our securities, other than pursuant to the separate registration rights
agreement between us and the former Helbiz Holdings securityholders.
Related Party Transactions
During May andJune 2021 , our majority shareholder and sole director has lent us funds on an interest-free basis for cumulative gross proceeds of$2,010 through Promissory Notes. OnAugust 16, 2021 , we repaid the principal of the 0% CEO Promissory Notes.
Contractual Obligations and Commitments
We entered into various non-cancellable operating lease agreements for office facilities, Permit and brand licensing, and corporate housing with lease periods expiring through 2023. These agreements require the payment of certain operating expenses, such as taxes, repairs and insurance and contain renewal and escalation clauses. Rent expense under these agreements is recognized on a straight-line basis. Future annual minimum lease payments as ofSeptember 30, 2021 , are as follows: Year endingDecember 31 : Amount Remainder of 2021$ 1,418 2022 1,520 2023 508 Thereafter 34 Total$ 3,479 Rent expense under operating leases was$663 and$1,782 for the three and nine months ended onSeptember 30, 2021 , and$339 and$877 for the three and nine months ended onSeptember 30, 2020 . The terms of the leases provide for rental payments on a monthly basis and on a graduated scale. We recognize rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Helbiz Live InAugust 2021 we launched Helbiz Live, our streaming media content offering, in conjunction with the beginning of the 2021-2022 season of the Italian Serie B soccer league. In connection with the launch of Helbiz Live, we will bear the following payments: Year endingDecember 31 : Amount Remainder of 2021$ 5,246 2022 16,841 2023 17,085 Thereafter 8,833 Total$ 48,005 41
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in greater detail in Note 2, "Summary of Significant Accounting Policies and Use of Estimates" to our consolidated financial statements as ofDecember 31, 2020 and in Note 2, "Summary of Significant Accounting Policies and Use of Estimates" to our condensed consolidated financial statements as ofMarch 31, 2021 included elsewhere in this prospectus, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our condensed consolidated financial statements.
Property and Equipment
Property and equipment consist of equipment, computers and software, furniture and fixtures, and rental scooters. Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using a straight-line method over the estimated useful life of the related asset. Depreciation for property and equipment commences once they are ready for our intended use. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is reflected in the consolidated statement of operations in the period realized. The table below, shows the useful lives for the depreciation calculation using the straight-line method: Equipment 5 years Computers and Software 3 years Furniture and fixtures 7 years Rental e-bikes 2 years Rental e-scooters 1-1.5 years
Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease, or the useful life of the assets.
Fair Value of Financial Instruments and Fair Value Measurements
We determine the fair value of financial assets and liabilities using the fair value hierarchy established in the accounting standards. The hierarchy describes three levels of inputs that may be used to measure fair value, as follows:
Level 1 - Quoted prices in active markets for identical assets and
liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities,
quoted prices in markets that are not active, or other inputs that
are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets or
liabilities.
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Assets and liabilities measured at fair value are classified in their entirety
based on the lowest level of input that is significant to the fair value
measurements. Our assessment of the significance of a particular input to the
fair value measurement in its entirety requires management to make judgments and
consider factors specific to the asset or liability.
Our financial instruments include cash and cash equivalents, warrants,
convertible debts, equity compensation for employees, derivatives, promissory
notes, accounts receivable and accounts payable. Management believes that the
carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and short-term debts approximate the fair value due to the short-term
nature of those instruments. Warrants and derivatives are classified as Level 3
in the fair value hierarchy as they are valued using significant unobservable
inputs or data in inactive markets. We use a third-party valuation specialist to
assist management in its determination of the fair value of its Level 3. These
fair value measurements are highly sensitive to changes in these significant
unobservable inputs and significant changes in these inputs would result in a
significantly higher or lower fair value.
Emerging Growth Company
We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected to use such extended transition period which means that when a standard is issued or revised and we have different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Off-Balance Sheet Arrangements
We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of theSecurities and Exchange Commission .
Recently Issued Accounting Pronouncements but Not Yet Adopted
InFebruary 2016 , the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. The lease assets and liabilities to be recognized are both measured initially based on the present value of the lease payments. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for us starting fromJanuary 1, 2022 . We plan to adopt this standard as of the effective date for private companies using the modified retrospective approach of all leases entered into before the effective date. While we are currently reviewing our lease portfolio and evaluating and interpreting the requirements under the new guidance, including available accounting policy elections, we expect that our non-cancellable operating lease commitments will be subject to the new guidance and recognized as right-of-use assets and operating lease liabilities on our condensed consolidated balance sheets. We are currently assessing the impact of this accounting standard on our shared vehicles revenues. 43
InAugust 2020 , the FASB issued ASU No. 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity", which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. This new standard will be effective for us for fiscal years beginning afterDecember 15, 2021 , including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements. InMay 2021 , the FASB issued ASU 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, ("ASU 2021-04") which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically, ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning afterDecember 15, 2021 , and interim periods within those fiscal years, with early adoption permitted. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring after the effective date. Either the full or modified retrospective adoption method is allowed. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements. InOctober 2021 , the FASB issued ASU No. 2021-8, "Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", creating an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. In addition, the amendments clarify that all contracts requiring the recognition of assets and liabilities in accordance with the guidance in ASC 606, such as contract liabilities derived from the sale of nonfinancial assets within the scope of ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets, fall within the scope of the amended guidance in ASC 805. This new standard will be effective for the Company for fiscal years beginning afterDecember 15, 2022 , including interim periods within those fiscal years. We are currently assessing the impact of adopting this standard on the condensed consolidated financial statements.
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