UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
For the transition period from to
Commission file number:
|
|
| (Exact Name of Registrant as Specified in Its Charter) |
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Issuer’s telephone number)
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act: None.
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
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).
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 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 | ☐ |
|
|
☒ | 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.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
As of November 19, 2024, shares of common stock, par value $0.00001 per share, were issued and outstanding.
MICROMOBILITY.COM, INC.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2024
TABLE OF CONTENTS
| 1 |
PART 1 – FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ |
|
$ |
|
||||
| Accounts receivables |
|
|
||||||
| Accounts receivables - Related Party |
|
|||||||
| VAT receivables |
|
|||||||
| Prepaid and other current assets |
|
|
||||||
| Current assets of discontinued operations |
|
|
||||||
| Total current assets |
|
|
||||||
| Property, equipment and deposits, net |
|
|
||||||
| Right of use assets |
|
|
||||||
| Other assets |
|
|
||||||
| Non-current assets of discontinued operations |
|
|
||||||
| TOTAL ASSETS | $ |
|
$ |
|
||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
|
$ |
|
||||
| Accounts payable related to media rights |
|
|
||||||
| Accrued expenses and other current liabilities |
|
|
||||||
| Legal contingencies |
|
|
||||||
| Deferred revenues |
|
|
||||||
| Deferred revenues – Related Party |
|
|||||||
| Short term financial liabilities, net |
|
|
||||||
| Current liabilities of discontinued operations |
|
|
||||||
| Total current Liabilities |
|
|
||||||
| Non-current financial liabilities, net |
|
|
||||||
| Operating lease liabilities |
|
|
||||||
| Other non-current liabilities |
|
|
||||||
| Non-current liabilities of discontinued operations |
|
|||||||
| TOTAL LIABILITIES |
|
|
||||||
| Commitments and contingencies | Note 10 | |||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Class A Common stock, $ par value; shares authorized and; and shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively. |
|
|
||||||
| Accumulated other comprehensive loss |
(
|
) |
(
|
) | ||||
| Accumulated deficit |
(
|
) |
(
|
) | ||||
| Total Stockholders’ deficit |
(
|
) |
(
|
) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ |
|
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share data)
(unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue |
|
|
|
|
||||||||||||
| General and administrative |
|
|
|
|
||||||||||||
| Sales and marketing |
|
|
|
|
||||||||||||
| Research and development |
|
|
||||||||||||||
| Total operating expenses |
|
|
|
|
||||||||||||
| Loss from operations |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Non-operating income (expenses), net | ||||||||||||||||
| Interest expense, net |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Gain on extinguishment of financial debts |
|
|
||||||||||||||
| SEPA financial income (expenses), net |
(
|
) |
(
|
) |
(
|
) | ||||||||||
| Other income (expenses), net |
(
|
) |
|
|
|
|||||||||||
| Total non-operating income (expenses), net |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Income Taxes |
(
|
) |
(
|
) | ||||||||||||
| Net loss from continuing operations | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Net income (loss) from discontinued operations |
|
(
|
) |
|
(
|
) | ||||||||||
| Net income (loss) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Basic Earnings Per Common Share | ||||||||||||||||
| Net income (loss) from continuing operations per share attributable to common stockholders, basic | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Net income (loss) from discontinued operations per share attributable to common stockholders, basic |
|
(
|
) |
|
(
|
) | ||||||||||
| Net income (loss) per share attributable to common stockholders, basic | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
| Weighted-average number of shares outstanding used to compute net income or loss per share, basic |
|
|
|
|
||||||||||||
| Diluted Earnings Per Common Share | ||||||||||||||||
| Net income (loss) from continuing operations per share attributable to common stockholders, diluted | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Net income (loss) from discontinued operations per share attributable to common stockholders, diluted |
|
(
|
) |
|
(
|
) | ||||||||||
| Net income (loss) per share attributable to common stockholders, diluted |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Weighted-average number of shares outstanding used to compute net income or loss per share, diluted |
|
|
|
|
||||||||||||
| Net income (loss) |
|
(
|
) |
(
|
) |
(
|
) | |||||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||||||
| Changes in foreign currency translation adjustments |
(
|
) |
|
(
|
) |
|
||||||||||
| Net income (loss) and comprehensive income | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2024
(in thousands, except share and per share data)
(unaudited)
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | ||||||||||||||||||
| Shares | Amount | Deficit | Income | DEFICIT | |||||||||||||||||
| Balance as of July 1, 2024 |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||
| Share based compensation |
|
|
|||||||||||||||||||
| Changes in currency translation adjustment | — |
(
|
) |
(
|
) | ||||||||||||||||
| Net income (loss) | — |
|
|
||||||||||||||||||
| Balance as of September 30, 2024 |
|
$ |
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||
| Class A Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | |||||||||||||||||
| Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||
| Balance as of January 1, 2024 |
|
$ |
|
$ |
(
|
) | $ |
(
|
) |
(
|
) | |||||||||
| Issuance of common shares – for Advance Notices under SEPA |
|
|
|
|||||||||||||||||
| Issuance of common shares – for Settlement of financial liabilities |
|
|
|
|||||||||||||||||
| Issuance of common shares – for Conversion of Related Party - Promissory Note |
|
|
|
|||||||||||||||||
| Share based compensation |
|
|
||||||||||||||||||
| Changes in currency translation adjustment | — |
(
|
) |
(
|
) | |||||||||||||||
| Net income (loss) | — |
(
|
) |
(
|
) | |||||||||||||||
| Balance as of September 30, 2024 |
|
|
$ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit for the three and nine months ended September 30, 2023
(in thousands, except share and per share data which account for two reverse Splits occurred during year ended December 31, 2023)
(unaudited)
| Class A Common Stock | Class B Common Stock | Accumulated | Accumulated Other Comprehensive (Loss) | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Deficit | Income | DEFICIT | ||||||||||||||||||||||
| Balance as of July 1, 2023 |
|
$ |
|
|
$ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||
| Issuance of common shares – for Advance Notices under SEPA |
|
|
— |
|
||||||||||||||||||||||||
| Class B Common Shares conversion into Class A Common Shares |
|
(
|
) | |||||||||||||||||||||||||
| Share based compensation |
(
|
) | — |
(
|
) | |||||||||||||||||||||||
| Changes in currency translation adjustment | — | — |
|
|
||||||||||||||||||||||||
| Net income (loss) | — | — |
(
|
) |
(
|
) | ||||||||||||||||||||||
| Balance as of September 30, 2023 |
|
$ |
|
$ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||||||||||||
| SERIES B –PREFERRED | SERIES A – CONVERTIBLE PREFERRED | Class A Common Stock | Class B Common Stock | Accumulated | Accumulated Other Comprehensive | TOTAL STOCKHOLDERS’ | ||||||||||||||||||||||||||||||
| STOCK | STOCK | Shares | Amount | Shares | Amount | Deficit | (Loss) Income | DEFICIT | ||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | $ | $ |
|
|
$ |
|
|
$ | $ |
(
|
) | $ |
(
|
) |
(
|
) | ||||||||||||||||||||
| Issuance of common shares – for Advance Notices under SEPA |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of common shares – for Conversion of Convertible Notes |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of common stock – for Conversion of Series A Convertible Preferred Stocks |
(
|
) |
|
|
— |
|
||||||||||||||||||||||||||||||
| Issuance of common shares – for purchasing Intangible Assets |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of common shares – for settlement of Payroll liabilities |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of common shares - for Settlement of Account payables |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of warrants - for Settlement of Account payables | — |
|
— |
|
||||||||||||||||||||||||||||||||
| Share based compensation |
|
|
— |
|
||||||||||||||||||||||||||||||||
| Issuance of Series B Preferred Stock |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Redemption of Series B Preferred Stock |
(
|
) | — | — |
(
|
) | ||||||||||||||||||||||||||||||
| Class B Common Shares conversion into Class A Common Shares |
|
(
|
) | |||||||||||||||||||||||||||||||||
| Changes in currency translation adjustment | — | — |
|
|
||||||||||||||||||||||||||||||||
| Net income (loss) | — | — |
(
|
) |
(
|
) | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ |
|
|
$ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 5 |
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Condensed Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(unaudited)
| Nine months ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities | ||||||||
| Net loss | $ |
(
|
) | $ |
(
|
) | ||
| Net income (loss) from discontinued operations |
|
(
|
) | |||||
| Net loss from continuing operations |
(
|
) |
(
|
) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization |
|
|
||||||
| Assets write-offs |
|
|
||||||
| Non-cash interest expenses and amortization of debt discount |
|
|
||||||
| Amortization of Right-of-use assets |
|
|
||||||
| Share-based compensation |
|
|
||||||
| Gain on extinguishment financial debts |
(
|
) |
(
|
) | ||||
| Gain on extinguishment Account Payables |
(
|
) | ||||||
| Other non-cash activities |
|
(
|
) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables |
(
|
) |
|
|||||
| Prepaid and other assets |
|
|
||||||
| Accounts payables |
(
|
) |
|
|||||
| Accrued expenses and other current liabilities |
|
(
|
) | |||||
| Other non-current liabilities |
(
|
) |
(
|
) | ||||
| Net cash used in operating activities from continuing operations |
(
|
) |
(
|
) | ||||
| Net cash used in operating activities from discontinued operations |
(
|
) |
(
|
) | ||||
| Net cash used in operating activities |
(
|
) |
(
|
) | ||||
| Investing activities | ||||||||
| Purchase of property, equipment, and vehicle deposits |
(
|
) |
(
|
) | ||||
| Purchase of intangible assets |
(
|
) | ||||||
| Net cash used in investing activities from continuing operations |
(
|
) |
(
|
) | ||||
| Net cash used in investing activities from discontinued operations |
(
|
) |
(
|
) | ||||
| Net cash used in investing activities |
(
|
) |
(
|
) | ||||
| Financing activities | ||||||||
| Proceeds from issuance of financial liabilities |
|
|
||||||
| Repayment of financial liabilities |
(
|
) |
(
|
) | ||||
| Proceeds from issuance of financial liabilities, due to related party - Officer |
|
|||||||
| Repayment of financial liabilities, due to related party - Officer |
(
|
) | ||||||
| Proceeds from sale of Class A common shares, net |
|
|
||||||
| Net cash provided by financing activities from continuing operations |
|
|
||||||
| Net cash provided by financing activities from discontinued operations |
(
|
) |
(
|
) | ||||
| Net cash provided by financing activities |
|
|
||||||
| Increase (decrease) in cash and cash equivalents, and restricted cash |
|
(
|
) | |||||
| Effect of exchange rate changes |
(
|
) |
|
|||||
| Net increase (decrease) in cash and cash equivalents, and restricted cash |
(
|
) |
|
|||||
| Cash and cash equivalents and restricted cash at beginning of period - continuing operations |
|
|
||||||
| Cash and cash equivalents and restricted cash at beginning of period - discontinued operations |
|
|
||||||
| Cash and cash equivalents, and restricted cash, beginning of year |
|
|
||||||
| Cash and cash equivalents, and restricted cash, end of the period | $ |
|
$ |
|
||||
| RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEET | ||||||||
| Cash and cash equivalents |
|
|
||||||
| Restricted cash, included in Current and Other assets |
|
|||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for: | ||||||||
| Interest | $ |
|
$ |
|
||||
| Income taxes, net of refunds | $ | $ |
|
|||||
| Non-cash investing & financing activities from continuing operations | ||||||||
| Issuance of common shares – for Conversion of Related-party Promissory Notes |
|
|
||||||
| Issuance of common shares – for conversion of financial liabilities |
|
|||||||
| Lease agreements early termination |
|
|||||||
| New Lease agreement |
|
|||||||
| Issuance of common shares – for conversion of Series A Preferred Shares |
|
|||||||
| Issuance of common shares - for Settlement of Payroll Liabilities |
|
|||||||
| Issuance of warrants - for Settlement of Account payables |
|
|||||||
| Issuance of common shares – for purchasing Intangible Assets |
|
|||||||
| Non-cash investing & financing activities from discontinued operations | ||||||||
| Derecognition of Wheels assets |
|
|||||||
| Derecognition of Wheels liabilities |
|
|||||||
| Lease agreements early termination |
|
|
||||||
| New Lease agreement |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 6 |
Micromobility.com, Inc.
( Formerly Helbiz, Inc.)
Notes to Condensed Consolidated Financial Statements
(in thousands, except share and per share data)
(Unaudited)
1. Description of Business and Basis of Presentation
Description of Business
micromobility.com, Inc. (formerly known as Helbiz, Inc., and, together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles.
During the three months ended September 30, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.
The Company currently has electric vehicles operating in Europe.
The Company also provides software development services and services for preparing a related party for an initial public offering.
Basis of Presentation
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
The Company uses the U.S. dollar as the functional currency. For foreign subsidiaries where the U.S. dollar is the functional currency, gains, and losses from remeasurement of foreign currency balances into U.S. dollars are included in the condensed consolidated statements of operations. For the foreign subsidiary where the local currency is the functional currency, translation adjustments of foreign currency financial statements into U.S. dollars are recorded to a separate component of accumulated other comprehensive loss.
The condensed consolidated balance sheet as of December 31, 2023, included herein was derived from the audited financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of, and for the year ended, December 31, 2023, included in our Annual Report on Form 10-K.
The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the 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, stockholders’ equity, and cash flows, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period.
2. Going Concern and Management’s Plans
The Company has experienced recurring operating losses and negative cash flows from operating activities since its inception. To date, these operating losses have been funded primarily from outside sources of invested capital. The Company had, and expects to continue to have, an ongoing need to raise additional cash from outside sources to fund its operations. Successful transition to attaining profitable operations depends upon achieving a level of revenues adequate to support the Company’s cost structure. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
| 7 |
The Company plans to continue to fund its operations through debt and equity financing. Debt or equity financing may not be available on a timely basis on terms acceptable to the Company, or at all.
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and, as such, the financial statements do not include any adjustments relating to the recoverability and classification of recorded amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
3. Summary of Significant Accounting Policies and Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP generally requires management to make estimates and assumptions that affect the reported amount of certain assets, liabilities, revenues, and expenses, and the related disclosure of contingent assets and liabilities. Specific accounts that require management estimates include determination of fair values of warrant and financial instruments.
Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Discontinued Operations
The Company records discontinued operations when the disposal of a separately identified business unit constitutes a strategic shift in the Company’s operations, as defined in ASC Topic 205-20, Discontinued Operations (“ASC Topic 205-20”).
Reclassifications
Certain prior period amounts have been reclassified for comparative purposes to conform to the current condensed financial statement presentation. These reclassifications are related to the Discontinued Operations and they had no effect on previously reported results of operations.
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the consolidated financial statements.
4. Discontinued Operations – US mobility business
During the three months ended September 30, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024 (“Sale date”), following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). Wheels assets, liabilities and results of operations represented a material portion of the mobility business in the United States.
In connection with the suspension of the mobility business in the United States and the sale of Wheels assets, the Company concluded that the assets, liabilities and results of operations of the Mobility business in the United States met the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows and financial position of the mobility business in the United States of America as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.
| 8 |
The following table presents the assets and liabilities of mobility business in the United States of America, classified as Discontinued Operations:
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ |
|
|||||
| Accounts receivables |
|
|
||||||
| Prepaid and other current assets |
|
|
||||||
| Total current assets |
|
|
||||||
| Property, equipment and deposits, net |
|
|||||||
| Right of use assets |
|
|||||||
| Other assets |
|
|
||||||
| TOTAL ASSETS | $ |
|
$ |
|
||||
| LIABILITIES | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
|
$ |
|
||||
| Accrued expenses and other current liabilities |
|
|
||||||
| Legal contingencies |
|
|||||||
| Deferred revenues |
|
|
||||||
| Short term financial liabilities, net |
|
|||||||
| Total current Liabilities |
|
|
||||||
| Non-current financial liabilities, net |
|
|||||||
| Operating lease liabilities |
|
|||||||
| TOTAL LIABILITIES |
|
|
||||||
The following table presents the results of operations for the three and nine months ended September 30, 2024 and 2023 for the mobility business in the United States of America, classified as Discontinued Operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue s |
|
|
|
|
||||||||||||
| General and administrative |
|
|
|
|
||||||||||||
| Sales and marketing |
|
|
|
|
||||||||||||
| Impairment of Goodwill and Intangible Assets |
|
|||||||||||||||
| Write-off leasehold improvements |
|
|
||||||||||||||
| Total operating expenses |
|
|
|
|
||||||||||||
| Loss from discontinued operations |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Loss from extinguishment of finance lease |
(
|
) | ||||||||||||||
| Interest expenses on finance lease |
(
|
) | ||||||||||||||
| Other income |
|
|
||||||||||||||
| Gain from Wheels sales |
|
|
||||||||||||||
| Net income (loss) from discontinued operations |
|
(
|
) |
|
(
|
) | ||||||||||
| 9 |
Amortization, Depreciation, Write-offs and Impairment from discontinued operations
The following table summarizes the write-offs, depreciation, amortization and impairment related to discontinued operations recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Amortization and Depreciation recorded as Cost of revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Write-offs of vehicle deposits recorded as Cost of revenues |
|
|||||||||||||||
| Write-off leasehold improvements |
|
|
||||||||||||||
| Impairment of Goodwill |
|
|||||||||||||||
| Impairment of Intangible Assets |
|
|||||||||||||||
| Amortization and Depreciation recorded as General & administrative |
|
|
|
|
||||||||||||
| Total impairments, write-offs, amortization and depreciation expenses related to assets recorded as discontinued operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
2024 Write-off leasehold improvements
During the nine months ended September 30, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including the retail store.
In August 2024, the Company
entered into a lease assignment agreement with a related party, for the early exit of the New York store. As a result of the aforementioned
agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned
by the Company’s Chief Executive Officer. The Company recorded as
Other income from discontinued operations
a gain of $
2023 Impairments and write-offs
During the nine months ended September 30, 2023, the Company identified impairment indicators which indicate that the fair values of Mobility assets were below their carrying values. The decline in the Company’s market capitalization was the main impairment indicator. The Company completed a quantitative impairment test for the Mobility reporting unit, comparing the estimated fair value of the reporting unit to its carrying value, including goodwill and intangible assets. As a result, the Company impaired the net carrying value of Goodwill related to Wheels Lab Inc. business combination amounted to $13,826 and Intangible assets of $2,618 related to United States Mobility operations, which are included within Impairment of assets in the condensed consolidated statements of operations.
During the nine months
ended September 30, 2023, the Company recorded $
| 10 |
Sales of Wheels
On August 19, 2024 (“Sale date”), the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility business environment with electric vehicles in the United States; as a result Wheels assets, liabilities and result of operations (including the gain from the sale) are included in the discontinued operations for the period presented.
The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.
| Cash and cash equivalents | $ |
|
||
| Prepaid and other current assets |
|
|||
| Property and Equipment Gross |
|
|||
| Property and Equipment Accumulated Depreciation |
(
|
) | ||
| Other non-current Assets |
|
|||
| Total assets sold (Company’s book values) | $ |
|
||
| Accounts payables |
(
|
) | ||
| Financial liabilities |
(
|
) | ||
| Accrued expenses and other current liabilities |
(
|
) | ||
| Legal contingencies |
(
|
) | ||
| Deferred revenues |
(
|
) | ||
| Total Liabilities assumed (Company’s book values) | $ |
(
|
) | |
| Gain from the derecognition of nonfinancial assets |
|
|||
| Total cash-consideration received from the sale | $ | |||
The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.
5. Revenue Recognition
The table below shows the revenues breakdown for the three and nine months ended on September 30, 2024 and on September 30, 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| European Mobility Revenues - Third Parties | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Media Revenues - Third Parties |
|
|
|
|
||||||||||||
| Other Revenues – Third Parties |
|
|
|
|||||||||||||
| Other Revenues – Related Party |
|
|
||||||||||||||
| Total Revenues from continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Total Revenues from discontinued operations |
|
|
|
|
||||||||||||
| 11 |
The table below shows the Deferred revenues roll-forward from January 1, 2024 to September 30, 2024.
| Deferred Income from continuing operations | January 30, 2024 | FX Rate adj | Additions | 2024 Revenue | Sept 30, 2024 | |||||||||||||||
| Mobility in Europe – Third Parties |
|
|
|
(
|
) |
|
||||||||||||||
| Media – Third Parties |
|
(
|
) | |||||||||||||||||
| Marketing Consulting Services – Related Party |
|
|
|
|||||||||||||||||
| Other – Third Parties |
|
(
|
) | |||||||||||||||||
| Other – Related Party |
|
|
(
|
) |
|
|||||||||||||||
| Total |
|
$ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||
Mobility Deferred Income is related to prepaid European customer wallets and it will be recorded as Mobility Revenues when riders take a ride.
Deferred Income related to Marketing Consulting Services is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered during 2024 and 2025, in accordance with a Service Supply Agreement.
Other Deferred Income is related to invoices issued to a related party Everli S.p.A. (an entity owned by Micrmobility.com’s CEO) for services to be rendered in the next 5 months, in accordance with the Agreement on Business Cooperation.
6. Property, equipment and vehicle deposits, net
Property, equipment and vehicle deposits, net consist of the following:
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Sharing electric vehicles | $ |
|
$ |
|
||||
| Furniture, fixtures, and equipment |
|
|
||||||
| Computers and software |
|
|
||||||
| Leasehold improvements |
|
|
||||||
| Total property and equipment, gross |
|
|
||||||
| Less: accumulated depreciation |
(
|
) |
(
|
) | ||||
| Total property and equipment, net from continuing operations | $ |
|
$ |
|
||||
| Total property and equipment, net from discontinued operations | $ |
|
$ |
|
||||
The following table summarizes the loss on disposal and depreciation expenses recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cost of revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Research & Development |
|
|
||||||||||||||
| General & administrative |
|
|
|
|
||||||||||||
| Total depreciation and loss on disposal expenses related to assets recorded for continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| 12 |
7. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following.
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Payroll liabilities | $ |
|
$ |
|
||||
| Accrued expenses |
|
|
||||||
| VAT Payables |
|
|||||||
| Operating lease liabilities |
|
|
||||||
| Total accrued expenses and other current liabilities from continuing operations | $ |
|
$ |
|
||||
| Total accrued expenses and other current liabilities from discontinued operations |
|
|
||||||
8. Current and Non-current financial liabilities, net
The Company's Financial liabilities consisted of the following.
| Weighted Average Interest Rate | Maturity Date | September 30, 2024 | December 31, 2023 | |||||||||||||
| Secured Convertible loan, net |
|
% |
|
|
|
|||||||||||
| Convertible debts, net |
|
% |
|
|
|
|||||||||||
| Unsecured loans, net |
|
% |
|
|
|
|||||||||||
| Related-Party Promissory Note |
|
% |
|
|
||||||||||||
| Other financial liabilities | N/A |
|
|
|
||||||||||||
| Total Financial Liabilities, net |
|
|
||||||||||||||
| Of which classified as Current Financial Liabilities, net |
|
|
||||||||||||||
| Of which classified as Non-Current Financial Liabilities, net |
|
|
||||||||||||||
The table below shows the amounts recorded as Interest expense, net on the statements of operations for the three and nine months ended on September 30, 2024, and September 30, 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Convertible debts | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Secured Convertible loan |
|
|
||||||||||||||
| Secured loan |
|
|
||||||||||||||
| Unsecured loans |
|
|
|
|
||||||||||||
| Other interest (income) expenses |
|
|
|
|
||||||||||||
| Total Interest expenses, net | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Secured convertible loan
On December 8, 2023, the
Company entered into a Secured Loan Agreement with YA II PN, Ltd. (the “Note holder”). The secured loan has a principal amount
of $
The secured loan shall be
convertible into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of
the outstanding and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion
Price defined as $
As of September 30, 2024,
the Company has $
| 13 |
Convertible debt
On November 13, 2023, the
Company issued a Convertible note to YA II PN, Ltd. (the “Note holder”). The convertible note has a principal amount of $
The debt shall be convertible
into shares of the Company’s Class A common stock at the option of the Note Holder, who could convert any portion of the outstanding
and unpaid conversion amount into fully paid and nonassessable shares of Common Stock in accordance with the Conversion Price defined
as $
During the nine months ended September 30, 2024,
the Company partially repaid in cash for a cumulative payment of $
As a result of the above
repayments, on September 30, 2024, the Company has $
Unsecured loans
2022 unsecured note
On July 15, 2022, the Company
issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $
As a result on September 30, 2024, the Company has $2,454 as outstanding principal and accumulated interest recorded as Short-term financial liabilities .
Unsecured debts – assumed from previous business combination
On December 28, 2023, the Company entered into a second Loan Amendment which restructured the loan with the following terms and conditions:
| • | $1,400 of the amount outstanding to be paid in cash on the earliest of: a) December 15, 2024, b) the date the Company will receive gross cash proceeds of at least $3 million from the offer and sale of any combination of Company’s equity securities or debt securities in a single transaction, or c) the date the Company will receive aggregate gross cash proceeds of at least $6 million from the offer and sale of any combination of Company’s equity securities or debt securities over the course of any series of transactions commencing from December 28, 2023. The interest shall cease to accrue from the amendment date; and |
| • |
$
|
The Company issued the shares of Class A Common Stock on March 26, 2024, recording a gain amounted to $ for the reduction of the Company’s share price from the Amendment date to the issuance date.
Related-Party Promissory Notes
During the nine months ended September
30, 2024, Palella Holdings LLC, an entity in which the Company’s CEO is the sole shareholder, provided to the Company $
On June 10, 2024, the Company
and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common
Stock using a conversion price of $0.015, the Company recorded a gain of $
As a result of the above
repayment and conversion, on September 30, 2024, the Company has $
| 14 |
9. Leases
Operating leases
The table below presents the operating lease-related assets and liabilities from continuing operations recorded on the condensed consolidated balance sheet as of September 30, 2024 and as of December 31, 2023.
| Operating leases from continuing operations | September 30, 2024 | December 31, 2023 | ||||||
| Assets | ||||||||
| Right-of-use Assets under operating leases | $ |
|
|
|||||
| Liabilities | ||||||||
| Current Operating leases liabilities – recorded as Accrued expenses and other current liabilities | $ |
|
|
|||||
| Non-current Operating leases liabilities |
|
|
||||||
| Total Operating lease liabilities | $ |
|
|
|||||
During the nine months ended September 30, 2024, the Company exited the majority of the lease agreements related to warehouse facilities, corporate houses and corporate car, remaining with few operating locations.
The table below presents the impact on the condensed consolidated statement of operations related to the operating leases for the three and nine months ended September 30, 2024, and September 30, 2023, including expenses related to lease agreements with an initial term of 12 months or less.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cost of revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| General and administrative |
|
|
|
$ |
|
|||||||||||
| Total Operating lease expenses from continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Future annual minimum lease payments as of September 30, 2024, are as follows:
| Year ending December 31, | Operating Leases | |||
| 2024 | $ |
|
||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total minimum lease payments | $ |
|
||
| 15 |
10. Commitments and Contingencies
Litigation
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 any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.
As of September 30, 2024,
and December 31, 2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the
Company recorded as Accruals for legal contingencies, included in
Legal contingencies;
$
The following table summarizes the expenses included in General & Administrative expenses for additional contingency losses over litigations reasonably estimated and categorized as probable recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| General & administrative expenses for Legal contingencies related to continuing operations | $ |
|
$ | $ |
|
$ |
|
|||||||||
| General & administrative expenses for Legal contingencies related to discontinued operations |
|
|||||||||||||||
As of September 30, 2024,
the Company is involved in claims with previous investors who claimed financial losses for breaching contractual obligations. In detail,
during August 2022, the Company was named as a plaintiff in a lawsuit filed in in the Supreme Court of the State of New York, County of
New York and brought by Greenvision Capital Holdings LLC for breach of contract of a registration rights agreement by and between the
parties and a claim for civil conspiracy requesting a damage of $4,000. The Company’s successful motion to dismiss the civil conspiracy
claim has since been adjudicated and the matter remains in discovery and a status conference with the judge in the matter is scheduled
for December 2024. While settlement discussions have occurred, no terms have been agreed upon between the parties. The Company recorded
$
The range of loss for the
Company’s legal contingencies accrued is between $
The Company is also involved
in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential
loss is between
LNPB Commitment
During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024 and another $1,100 have been paid in September 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations. Company’s condensed consolidated balance sheet as of September 30, 2024 includes the full amount requested by LNPB minus the amount paid, the potential gain will be reflected only when the final payment will be made in line with the Settlement Agreement.
| 16 |
11. Standby Equity Purchase Agreements
During the year ended December 31, 2023, the Company entered into two Standby Equity Purchase Agreements (“2023 SEPAs”) with an investor. The 2023 SEPAs terms and conditions represent: i) at inception - a purchased put option on the Company’s Class A common shares and, ii) upon delivery of an advance notice - a forward contract on the Company’s Class A common shares. Neither the purchased put option nor the forward contract qualify for equity classification.
As a result of the above classification the settlement of forward contracts initiated by the Company were recorded as other SEPA financial income (expense), net .
The table below presents the impact on the condensed consolidated statements of operations related to the 2023 SEPAs for the three and nine months ended September 30, 2024, and 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| SEPAs transaction costs | $ | $ | $ | $ |
(
|
) | ||||||||||
| Other SEPA financial income (expenses), net | $ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||
| Total SEPA financial income (expenses), net | $ | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||
During the nine months ended
September 30, 2024, the Company delivered multiple advance notices for the sale of
Class A Common Shares, resulting in cumulative
gross proceeds of $
12. Share-based compensation expenses
Stock-based compensation expense is allocated based on (i) the cost center to which the award holder belongs, for employees, and (ii) the service rendered to the Company, for third-party consultants. The following table summarizes total stock-based compensation expense by account for the three and nine months ended September 30, 2024, and 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Cost of revenue |
(
|
) |
|
|
||||||||||||
| Research and development |
|
|
||||||||||||||
| Sales and marketing |
|
|
|
|||||||||||||
| SEPA financial expenses |
|
|||||||||||||||
| General and administrative |
|
(
|
) |
|
|
|||||||||||
| Total Share based compensation expenses, net |
|
(
|
) |
|
|
|||||||||||
The following potentially dilutive outstanding shares (considering a retroactive application of the reverse splits occurred during 2023) were excluded from the computation of diluted net loss per share for the three and nine months ended September 30, 2024, and 2023 because including them would have had an anti-dilutive effect, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period.
|
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Equity Incentive Plan - Common Stock Purchase Option |
|
|
|
|
||||||||||||
| Convertible Notes |
|
|
|
|
||||||||||||
| Common Stocks to be issued outside equity incentive Plans |
|
|
|
|||||||||||||
| Common Stock Purchase Warrants |
|
|
|
|
||||||||||||
| Total number of Common Shares not included in the EPS Basic and diluted |
|
|
|
|
||||||||||||
The Company included Common Shares in the calculation of the diluted Earnings Per Shares for the three months ended September 30, 2024 mainly related to legal services rendered in previous periods.
| 17 |
14. Segment and geographic information
The following table provides information about our segments and a reconciliation of the total segment Revenue and Cost of revenue to loss from continuing operations.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| Mobility in Europe |
|
|
|
|
||||||||||||
| Media |
|
|
|
|
||||||||||||
| All Other |
|
|
|
|
||||||||||||
| Total Revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Cost of revenues | ||||||||||||||||
| Mobility in Europe |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Media |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| All Other |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Total Cost of revenues | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
| Reconciling Items: | ||||||||||||||||
| General and administrative |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Sales and marketing |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Research and development |
(
|
) |
(
|
) | ||||||||||||
| Loss from continuing operations | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||
Revenue by geography is based on where a trip was completed, or media content occurred, or where a product was developed. The following table set forth revenue by geographic area for the three and nine months ended September 30, 2024, and 2023.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | ||||||||||||||||
| Italy |
|
|
|
|
||||||||||||
| Serbia |
|
|
||||||||||||||
| United States |
|
|
||||||||||||||
| Total Revenues from continuing operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
Long-lived assets, net includes property and equipment, intangible assets, goodwill and other assets. The following table set forth long-lived assets, net by geographic area as of September 30, 2024, and December 31, 2023.
| September 30, | December 31, | |||||||
| Non-Current Assets | 2024 | 2023 | ||||||
| Italy | $ |
|
$ |
|
||||
| United States |
|
|
||||||
| All other countries |
|
|
||||||
| Total Non-Current Assets from continuing operations | $ |
|
$ |
|
||||
| 18 |
15. Related Party Transactions
Agreements with Everli S.p.A.
In the first quarter of 2024, the Company entered into two business agreements with Everli S.p.A. which is a related party as the Company’s President and Chief Executive Officer has a majority equity interest in Everli S.p.A.
Helbiz Media, an Italian
subsidiary of micromobility.com, entered into a Service Supply Agreement with Everli S.p.A. requiring Helbiz Media to provide design,
development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company
$8,052 (including VAT). Under the mentioned agreement during the nine months ended September 30, 2024, the Company issued invoices (including
VAT) amounting to $
Helbiz Serbia, the Serbian subsidiary
of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. requiring Helbiz Serbia to provide software development
services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant
to the Agreement and related amendment, the Company issued invoices amounting to $
Related-Party Promissory Notes
During the nine months ended September
30, 2024, Palella Holdings LLC, an entity in which the Company’s CEO is the sole shareholder, provided to the Company $
On June 10, 2024, the Company
and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common
Stock using a conversion price of $0.015, the Company records a gain amounted to $
As a result of the above
repayment and conversion, on September 30, 2024, the Company has $
Lease Assignment agreement
In August 2024, the Company entered
into a Lease Assignment agreement with Revolving Store Inc, an entity in which the Company’s CEO is the sole shareholder. The Lease
Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where
the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to
$
16. Subsequent Events
On October 30, 2024, the Company
received a judgment against it from the Supreme Court of the State of New York for the payment of the full principal, interest and costs
and disbursements in connection with the 2022 unsecured note that the Company issued to a third-party to an investor on July 15, 2022
in exchange for 2,000 Euro (approximately $
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our 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 our plans and strategy for our 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 of micromobility.com, Inc. for the three and nine months ended September 30, 2024, and 2023. For purposes of this following discussion the terms “we”, ‘our” or “us” or “the Company” and similar references refer to micromobility.com, Inc. and our affiliates. Except for per share data and as otherwise indicated, all dollar amounts set out herein are in thousands.
Overview
micromobility.com, Inc. (formerly known as Helbiz, Inc., and, together with its subsidiaries, “micromobility.com” or the “Company”) was incorporated in the state of Delaware in October 2015 with its headquarters in New York, New York. The Company is an intra-urban transportation company that seeks to help urban areas reduce their dependency on individually owned cars by offering affordable, accessible, and sustainable forms of personal transportation, specifically addressing first and last mile transport.
Founded on proprietary technology platforms, the Company’s core business is the offering of electric vehicles in the sharing environment. Through its Mobility App, the Company offers an intra-urban transportation solution that allows users to instantly rent electric vehicles.
During the three months ended September 30, 2024, the Company decided to indefinitely suspend the mobility operations in the United States of America due to the high costs connected and the Company’s strategy to reduce the operating cash burn. On August 19, 2024, following the aforementioned decision to suspend the mobility operations in US, the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party.
The Company currently has a strategic footprint with office in New York. The Company currently has electric vehicles operating in Europe.
The Company also provides software development services and services for preparing a related party for an initial public offering.
Consolidated Results of Operations
The following tables set forth our results of operations from continuing 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.
In connection with the suspension of the mobility business in the United States and the sale of Wheels assets, the Company concluded that the assets, liabilities and results of operations of the Mobility business in the United States met the criteria for classification as discontinued operations. As a result, the Company has presented the results of operations, cash flows and financial position of the mobility business in the United States of America as discontinued operations in the condensed consolidated financial statements for all periods presented.
| 20 |
Comparison of the Three and Nine months ended September 30, 2024, and 2023
The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2024, and 2023 related to continuing operations.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | 775 | $ | 1,225 | $ | 1,536 | $ | 7,256 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 484 | 1,314 | 1,437 | 17,878 | ||||||||||||
| General and administrative | 867 | 4,811 | 5,466 | 15,942 | ||||||||||||
| Sales and marketing | 8 | 120 | 53 | 1,123 | ||||||||||||
| Research and development | — | 480 | — | 2,089 | ||||||||||||
| Total operating expenses | 1,359 | 6,724 | 6,956 | 37,031 | ||||||||||||
| Loss from operations | (584 | ) | (5,499 | ) | (5,420 | ) | (29,775 | ) | ||||||||
| Total non-operating income (expenses), net | (1,074 | ) | (1,946 | ) | (1,116 | ) | (7,610 | ) | ||||||||
| Income Taxes | — | (10 | ) | — | (48 | ) | ||||||||||
| Net loss from continuing operations | $ | (1,658 | ) | $ | (7,456 | ) | $ | (6,536 | ) | $ | (37,433 | ) | ||||
| Net income (loss) from discontinued operations | 6,632 | (2,021 | ) | 5,441 | (25,816 | ) | ||||||||||
| Net income (loss) | 4,974 | (9,477 | ) | (1,095 | ) | (63,249 | ) | |||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenues | 100 | % | $ | 100 | % | $ | 100 | % | $ | 100 | % | |||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 62 | % | 107 | % | 94 | % | 246 | % | ||||||||
| General and administrative | 112 | % | 393 | % | 356 | % | 220 | % | ||||||||
| Sales and marketing | 1 | % | 10 | % | 3 | % | 15 | % | ||||||||
| Research and development | — | 39 | % | — | 29 | % | ||||||||||
| Total operating expenses | 175 | % | 549 | % | 453 | % | 510 | % | ||||||||
| Loss from operations | (75 | )% | (449 | )% | (353 | )% | (410 | )% | ||||||||
| Total non-operating income (expenses), net | (139 | )% | (159 | )% | (73 | )% | (105 | )% | ||||||||
| Income Taxes | — | (1 | )% | — | (1 | )% | ||||||||||
| Net loss from continuing operations | (214 | )% | $ | (609 | )% | $ | (426 | )% | $ | (516 | )% | |||||
| Net income (loss) from continuing operations | 856 | % | (165 | )% | 354 | % | (356 | )% | ||||||||
| Net income (loss) | 642 | % | (774 | )% | (71 | )% | (872 | )% | ||||||||
| 21 |
The following table summarizes our consolidated results of operations for the three and nine months ended September 30, 2024, and 2023 related to discontinued operations.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Revenue | $ | 1 | $ | 329 | $ | 596 | $ | 1,712 | ||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenue | 81 | 1,940 | 1,187 | 8,965 | ||||||||||||
| General and administrative | 24 | 3 | 163 | 343 | ||||||||||||
| Sales and marketing | 8 | 407 | 549 | 1,567 | ||||||||||||
| Impairment of Goodwill and Intangible Assets | — | — | — | 16,444 | ||||||||||||
| Write-off leasehold improvements | 937 | — | 937 | — | ||||||||||||
| Total operating expenses | 1,050 | 2,350 | 2,836 | 27,320 | ||||||||||||
| Loss from discontinued operations | (1,049 | ) | (2,021 | ) | (2,240 | ) | (25,608 | ) | ||||||||
| Loss from extinguishment of finance lease | — | — | — | (206 | ) | |||||||||||
| Interest expenses on finance lease | — | — | — | (2 | ) | |||||||||||
| Other income | 85 | — | 85 | — | ||||||||||||
| Gain from Wheels sales | 7,596 | — | 7,596 | — | ||||||||||||
| Net income (loss) from discontinued operations | 6,632 | (2,021 | ) | 5,441 | (25,816 | ) | ||||||||||
Net Revenues
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| European Mobility Revenues – Third Parties | 317 | 918 | (65 | )% | 534 | 2,807 | (81 | )% | ||||||||||||||||
| Media Revenues – Third Parties | 7 | 241 | (97 | )% | 26 | 3,849 | (99 | )% | ||||||||||||||||
| Other Revenues – Third Parties | — | 66 | — | 2 | 600 | (100 | )% | |||||||||||||||||
| Other Revenues – Related Party | 451 | — | — | 975 | — | — | ||||||||||||||||||
| Total Net Revenues from continuing operations | 775 | 1,225 | (37 | )% | 1,536 | 7,256 | (79 | )% | ||||||||||||||||
| Total Net Revenues from discontinued operations | 1 | 329 | (100 | )% | $ | 596 | 1,712 | (65 | )% | |||||||||||||||
Total Net Revenue from continuing operations decreased by $450, or 37%, from $1,225 for the three months ended September 30, 2023, to $775 for the three months ended September 30, 2024, and decreased by $5,720, or 79%, from $7,256 for the nine months ended September 30, 2023, to $1,536 for the nine months ended September 30, 2024. This decrease was primarily due to: a) the decrease of Media revenues for the early termination of the LNPB agreements, and b) the decrease of European Mobility revenues driven by the Company’s strategy to exit not profitable markets; partially compensated by the increase of the Other Revenues from Related Party.
Total Net Revenue from discontinued operations decreased by $328, or 100%, from $329 for the three months ended September 30, 2023, to $1 for the three months ended September 30, 2024, and decreased by $1,116, or 65%, from $7,256 for the nine months ended September 30, 2023, to $1,536 for the nine months ended September 30, 2024. These decreases are related to the suspension of mobility business in the United States of America and sales of Wheels electric vehicles and occurred during the three months ended September 30, 2024. During the first six months of 2024, the Company provided e-mobility services, either sharing or long-term rental proposal, in the following United States areas: Tampa (Florida), New York (New York), and Santa Monica (California).
European Mobility revenues
Mobility revenues decreased by $601, or 65%, from $918 for the three months ended September 30, 2023, to $317 for the three months ended September 30, 2024, and decreased by $2,273, or 81%, from 2,807 for the nine months ended September 30, 2023, to $534 for the nine months ended September 30, 2024. The decreases are explained by the Company’s strategy to decrease the Company’s operating cash which resulted in closing multiple locations in Italy.
We are an operator in Italy in the micro-mobility environment. During the first nine months of 2024, the Company provided e-mobility services in the following Italian cities: Turin, Parma, Palermo, Pisa, San Benedetto del Tronto, Modena, and Catania.
| 22 |
Media revenues
Media revenues decreased by $234, or 97%, from $241 for the three months ended September 30, 2023, to $7 for the three months ended September 30, 2024, and decreased by $3,828, or 99%, from 3,849 for the nine months ended September 30, 2023, to $26 for the nine months ended September 30, 2024.
The decrease is mainly explained by the early termination of LNPB agreements.
Other Revenues – Related Party
Helbiz Serbia, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. (entity owned by Micrmobility.com CEO) requiring Helbiz Serbia to provide software development services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement, the Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.
Cost of Revenues
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| European Mobility - Cost of revenues | $ | 133 | $ | 717 | (81 | )% | $ | 485 | $ | 5,520 | (91 | )% | ||||||||||||
| Of which Vehicle deposit | ||||||||||||||||||||||||
| write-off | — | — | — | — | 1,654 | — | ||||||||||||||||||
| Media - Cost of revenues | 51 | 96 | (47 | )% | 52 | 10,002 | (99 | )% | ||||||||||||||||
| Other - Cost of revenues | 300 | 501 | (40 | )% | 900 | 2,356 | (62 | )% | ||||||||||||||||
| Total - Cost of revenues from continuing operations | 484 | 1,314 | (63 | )% | 1,437 | 17,878 | (92 | )% | ||||||||||||||||
| Total - Cost of revenues from discontinued operations | 81 | 1,940 | (96 | )% | 1,187 | 8,965 | (87 | )% | ||||||||||||||||
Cost of Revenue from continuing operations decreased by $830 or 63% and by 16,441, or 92% in the three and nine months ended September 30, 2024 compared with three and nine months ended September 30, 2023. These decreases were primarily due to: a) the decrease in Media Cost of revenues for the early termination of the LNPB agreements, and b) the decrease of Mobility activities in Europe driven by the Company’s strategy to exit not profitable markets.
Cost of Revenue from discontinued operations decreased by $1,859 or 96% and by 7,778, or 87% in the three and nine months ended September 30, 2024 compared with three and nine months ended September 30, 2023. These decreases are related to the suspension of mobility business in the United States of America and sales of Wheels electric vehicles and occurred during the three months ended September 30, 2024.
Mobility Cost of revenues
Mobility cost of revenues shows a decrease of $584 or 81% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, and $5,034 or 91% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The decreases are mainly driven by the closing of multiple locations in Italy, in line with the Company’s strategy to decrease the operating cash used by the micro-mobility business. In detail, for the three and nine months ended September 30, 2024, European Mobility Cost of Revenues are lower than European Mobility Revenues, these results are in line with the Company strategy to focus Mobility activities only in profitable markets.
Other Cost of revenues
Other cost of revenues shows a decrease of $201 or 40% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, and $1,456 or 62% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
The cost of revenues recorded during the nine months ended September 30, 2024, amounting to $900, are related to payroll costs for employees hired under the IT Department dedicated to the Company’s platforms and the software services rendered to Everli S.p.A. under the Business Cooperation Agreement. As a result, the three and nine months ended September 30, 2024 shows a Other Cost of Revenues lower than Other Revenues, this result is in line with the Company strategy to focus profitable activities.
The cost of revenues recorded during the nine months ended September 30, 2023, amounting to $2,356, were related to grocery business stopped during 2023, because it was showing negative margins.
| 23 |
General and Administrative
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| General and administrative from continuing operations | $ | 867 | $ | 4,811 | (82 | )% | $ | 5,466 | $ | 15,942 | (66 | )% | ||||||||||||
| Of which Litigation accruals | 10 | — | — | 2,051 | 32 | >100 | % | |||||||||||||||||
| General and administrative from discontinued operations | 24 | 3 | >100 | % | 163 | 343 | (52 | )% | ||||||||||||||||
Total General and Administrative expenses related to continuing operation decreased by $3,944, or 82%, from $4,811 for the three months ended September 30, 2023, to $867 for the three months ended September 30, 2024, and decreased by $10,476, or 66%, from $15,942 for the nine months ended September 30, 2023, to $5,466 for the nine months ended September 30, 2024. The decrease is mainly driven by the Company strategy to drastically decrease the cash burn; in detail, several administrative employees in Europe and United States left the Company and they have not been replaced. Additionally, the Company renegotiated or exited multiple agreements with lawyers and consultants. The amount recorded for the nine months ended September 30, 2024 is also highly impacted by a non-recurring item: Litigation accruals amounting to $2,051.
Total General and Administrative expenses related to discontinued operation increased by $21, or 700%, from $3 for the three months ended September 30, 2023, to $24 for the three months ended September 30, 2024, and decreased by $180, or 52%, from $343 for the nine months ended September 30, 2023, to $163 for the nine months ended September 30, 2024. The amount recorded during the nine months ended September 30, 2024 is mainly related to leasehold improvements depreciations while the amount recorded during the nine months ended September 30, 2023 is mainly related to a litigation accruals amounted to $333 for Wheels claims.
Sales and marketing
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| Sales and marketing from continuing operations | $ | 8 | $ | 120 | (93 | )% | $ | 53 | $ | 1,123 | (95 | )% | ||||||||||||
| Sales and marketing from discontinued operations | $ | 8 | $ | 407 | (98 | )% | $ | 549 | $ | 1,567 | (65 | )% | ||||||||||||
Sales and marketing expenses from continuing operations decreased by $112 or 93%, and by $1,070 or 95% in the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. The decrease is explained by the Company’s strategy to decrease the Company’s operating cash burn. In detail, the Company took the following actions: a) drastically reduced the marketing campaigns in terms of budget following the exit of multiple operating markets in Italy, and b) close of the marketing and customer supports departments.
Sales and marketing expenses from discontinued operations decreased by $399 or 98%, and by $1,018 or 65% in the three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023, respectively. The decrease for the three months comparison is explained by the Company’s suspension of the mobility business in the United States while the nine months decrease is also explained by the closing of the US marketing department.
Research and Development.
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| Research and development | $ | — | $ | 480 | — | $ | — | $ | 2,089 | — | ||||||||||||||
The decreases are mainly explained by the Company decision to reclassify the IT expenses from Research and Development to Cost of Revenues in the condensed consolidated statement of operations for the three and nine months ended September 30, 2024, following the recognition of Revenues from Related Party based on an agreement for IT services.
| 24 |
Total non-operating income (expense), net from continuing operations
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||
| Interest expense, net | $ | (852 | ) | (1,067 | ) | (20 | )% | (2,556 | ) | (4,631 | ) | (45 | )% | |||||||||||
| Gain (loss) on extinguishment | ||||||||||||||||||||||||
| of financial debts | — | — | — | 822 | 637 | 29 | % | |||||||||||||||||
| SEPA financial income | ||||||||||||||||||||||||
| (expenses), net | — | (1,137 | ) | — | (102 | ) | (3,840 | ) | (97 | )% | ||||||||||||||
| Other income (expenses), net | (222 | ) | 258 | (186 | )% | 720 | 224 | 221 | % | |||||||||||||||
| Total non-operating income (expenses), net from continuing operations | $ | (1,074 | ) | (1,946 | ) | (45 | %) | (1,116 | ) | (7,610 | ) | (85 | )% | |||||||||||
Non-operating income (expense), net from continuing operations decreased by 45% or $872 comparing the three months ended September 30, 2024 with the three months ended September 30, 2023; and decreased by 85% or $6,494 comparing the nine months ended September 30, 2024 with the nine months ended September 30, 2023.
Interest expenses, net
Interest expenses decreased by $215, or 20%, from $1,067 for the three months ended September 30, 2023, to $852 for the three months ended September 30, 2024, and by $2,075, or 45%, from $4,631 for the nine months ended September 30, 2023, to $2,556 for the nine months ended September 30, 2024. Such decrease is mainly driven by the overall decrease of the Company’s financial liabilities; additionally, during the nine months ended September 30, 2024 the Company has been funded by a Promissory notes from related party with zero interest rate.
Gain (loss) on extinguishment of financial debts
Gain on extinguishment of debt amounted to $822 for the nine months ended September 30, 2024 is related to:
| a) | an Amendment Agreement entered by the Company with the holder of an unsecured Note. In detail, the Company settled $734 of the aforementioned Unsecured Note by issuing 928,942 Class A Common Stock in March 2024, for the reduction of the Company’s share price from the Amendment date to the issuance date the Company recorded a gain amounted to $728. |
| b) | A conversion agreement was reached with Palella Holdings LLC (a related party) for the conversion of a portion of a promissory note outstanding. In detail, on June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date. |
SEPA financial income (expenses), net
SEPA financial expenses, net decreased by $3,738, or 97%, from $3,840 for the nine months ended September 30, 2023, to $102 for the nine months ended September 30, 2024. Such decrease is mainly driven by the overall decrease of the SEPA usage, highly impacted by the Company’s decreases in market volatility and market price.
Other income (expenses), net
Other income (expenses), net decreased by $480, or 186%, from an income of $258 for the three months ended September 30, 2023, to an expenses of $222 for the three months ended September 30, 2024, and increased by $496, or 221%, from an income of $224 for the nine months ended September 30, 2023, to an income of $720 for the nine months ended September 30, 2024. Such increase is mainly driven by a settlement agreement entered with a Media vendor which generated a cumulative gain of $807 during the second quarter of 2024.
| 25 |
Total non-operating income (expense), net from discontinued operations
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||||||||||
| 2024 | 2023 | % Change | 2024 | 2023 | % Change | |||||||||||||||||||||
| Loss from extinguishment of finance lease | — | — | — | — | (206 | ) | — | |||||||||||||||||||
| Interest expenses on finance lease | — | — | — | — | (2 | ) | — | |||||||||||||||||||
| Other income | 85 | — | — | 85 | — | — | ||||||||||||||||||||
| Gain from Wheels sales | 7,596 | — | — | 7,596 | — | — | ||||||||||||||||||||
| Total non-operating income (expenses), net from discontinued operations | $ | 7,681 | — | — | 7,681 | (208 | ) | >(100) | % | |||||||||||||||||
Other income
During the nine months ended September 30, 2024, following the suspension of the mobility business in the United States the Company negotiated the exits from the majority of the lease agreements related to warehouse facilities, including the retail store.
In August 2024, the Company entered into a lease assignment agreement with a related party, for the early exit of the New York store. As a result of the aforementioned agreement, the Company assigned all the rights and obligations under the previous lease to the new tenant, which is an entity fully-owned by the Company’s Chief Executive Officer. The Company recorded as Other income from discontinued operations a gain of $85 from the early termination of the New York store lease; generated by the derecognition of the Right of Use of Asset, Security deposit and Operating lease liabilities. Additionally, the Company recorded $937 as Write-off leasehold improvements from discontinued operations for the derecognition of leasehold improvements related to the New York store.
Gain from Wheels sales
On August 19, 2024 (“Sale date”), the Company sold 100% of the equity interest of Wheels Lab, Inc. (“Wheels”) to a third party not considered a Company’s customer (“Buyer”). The transaction price of the sale is represented by the Wheels liabilities assumed by the Buyer, there was no cash consideration or variable consideration in the sales agreement. Wheels was an entity operating in the mobility business environment with electric vehicles in the United States; as a result Wheels assets, liabilities and result of operations (including the gain from the sale) are included in the discontinued operations for the period presented.
The following table summarizes the assets sold and liabilities assumed by the Buyer, at the Sale Date, August 19, 2024, which have been derecognized from the Company’s financial statement.
| Cash and cash equivalents | $ | 3 | ||
| Prepaid and other current assets | 36 | |||
| Property and Equipment Gross | 3,120 | |||
| Property and Equipment Accumulated Depreciation | (3,115 | ) | ||
| Other non-current Assets | 34 | |||
| Total assets sold (Company’s book values) | $ | 78 | ||
| Accounts payables | (3,725 | ) | ||
| Financial liabilities | (578 | ) | ||
| Accrued expenses and other current liabilities | (1,510 | ) | ||
| Legal contingencies | (1,539 | ) | ||
| Deferred revenues | (322 | ) | ||
| Total Liabilities assumed (Company’s book values) | $ | (7,674 | ) | |
| Gain from the derecognition of nonfinancial assets | 7,596 | |||
| Total cash-consideration received from the sale | $ | — | ||
The gain generated by the sale transaction is primarily attributable to the fully amortized electric vehicles and the fully impaired intangible assets (such as patents) owned by Wheels.
| 26 |
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 our operations and expand our 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 of September 30, 2024, our principal sources of liquidity were cash and cash equivalents of $141.
We plan to continue to fund our operations 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.
Indebtedness
The following table summarizes our indebtedness as of September 30, 2024.
| Weighted Average Interest Rate | Maturity Date | September 30, 2024 | ||||||||||
| Secured Convertible loan, net | 9 | % | 2024 | 3,488 | ||||||||
| Convertible debts, net | 5 | % | 2024 | 5,785 | ||||||||
| Unsecured loans, net | 2 | % | Various | 6,089 | ||||||||
| Related-Party Promissory Note | 0 | % | 2025 | 1,481 | ||||||||
| Other financial liabilities | N/A | Various | 130 | |||||||||
| Total Financial Liabilities, net | 16,973 | |||||||||||
| Of which classified as Current Financial Liabilities, net | 15,926 | |||||||||||
| Of which classified as Non-Current Financial Liabilities, net | 1,047 | |||||||||||
Our financial liabilities, net increased by 15% or $2,189 from $14,784 as of December 31, 2023, to $16,973 as of September 30, 2024.
The increase is mainly explained by the Promissory Notes issued to the Company’s CEO, accumulated interests and amortization of the debt discounts related to the convertible debts and loan, partially compensated by repayments of unsecured loans, convertible loan.
2022 unsecured note – in default
On July 15, 2022, the Company issued an Unsecured Note to an investor in exchange for 2,000 Euro (approximately $2,229, using September 30, 2024 exchange rate) with 6.75% as interest on an annual basis. In March 2024, the Company entered into a Settlement agreement with the Note holder pursuant to which the Company’s obligations under the original agreements, amounting to $2,454 (2,202 Euro), will be satisfied in exchange of a payment of $1,102 (995 Euro), to be paid within June 30, 2024. As of September 30, 2024, the Company was in default for non-payment under the terms of the Settlement agreement. As a result on September 30, 2024, the Company has $2,454 as outstanding principal and accumulated interest recorded as Short-term financial liabilities .
Leases liabilities
Operating leases
The table below presents the operating lease-related assets and liabilities recorded on the condensed consolidated balance sheet as of September 30, 2024 and as of December 31, 2023
| Operating leases from continuing operations | September 30, 2024 | December 31, 2023 | ||||||
| Assets | ||||||||
| Right-of-use Assets under operating leases from continuing operations | $ | 170 | 529 | |||||
| Right-of-use Assets under operating leases from discontinued operations | — | 651 | ||||||
| Liabilities | ||||||||
| Current Operating leases liabilities – recorded as Accrued expenses and other current Liabilities | $ | 24 | 268 | |||||
| Non-current Operating leases liabilities | 146 | 355 | ||||||
| Total Operating lease liabilities from continuing operations | $ | 170 | 623 | |||||
| Total Operating lease liabilities from discontinued operations | — | 700 | ||||||
| 27 |
During the nine months ended September 30, 2024, the Company exited the majority of the lease agreements related to warehouse facilities, corporate houses, corporate car, and retail store, remaining with few operating locations.
Future annual minimum lease payments as of September 30, 2024, are as follows:
| Year ending December 31, | Operating Leases | |||
| 2024 | $ | 20 | ||
| 2025 | — | |||
| 2026 | — | |||
| Thereafter | — | |||
| Total minimum lease payments | $ | 20 | ||
Securities outstanding as of September 30, 2024
As of September 30, 2024, we had the following outstanding securities:
| September 30, 2024 | ||||
| Class A Common Shares | 92,214,637 | |||
| Total Common Shares outstanding | 92,214,637 | |||
| Preferred stock | — | |||
| Total Preferred Stock outstanding | — | |||
| Warrants | 2,641 | |||
| Stock Option Plans | 1,050 | |||
| Restricted Stocks granted | 21 | |||
| Total Warrants, Restricted Stocks and Stock Options outstanding | 3,712 | |||
Common Shares and Preferred stocks
As of September 30, 2024, the Company’s charter authorized the issuance of up to 900,000,000 shares of Class A common stock, $0.00001 par value per share, and 100,000,000 shares of preferred stock at $0.00001 par value per share.
Related Party Transactions
Agreements with Everli S.p.A.
In the first quarter of 2024, the Company entered into two business agreements with Everli S.p.A. which is a related party as the Company’s President and Chief Executive Officer has a majority equity interest in Everli S.p.A.
Helbiz Media, an Italian subsidiary of micromobility.com, entered into a Service Supply Agreement with Everli S.p.A. requiring Helbiz Media to provide design, development, and communication ideas and activities to Everli for one year. Under the terms of the agreement, Everli is to pay the Company $8,052 (including VAT). Under the mentioned agreement during the nine months ended September 30, 2024, the Company issued invoices (including VAT) amounting to $6,814 of which $1,527 have been paid, for services to be rendered in the next six months. No Revenues have been recorded during the nine months ended September 30, 2024, for this Service Supply Agreement.
Helbiz Serbia, the Serbian subsidiary of micromobility.com, entered into a Business Cooperation Agreement with Everli S.p.A. requiring Helbiz Serbia to provide software development services and services for preparing Everli S.p.A. for an initial public offering. During the nine months ended September 30, 2024, pursuant to the Agreement and related amendment, the Company issued invoices amounting to $1,065 of which $935 have been paid, for services rendered during the period in line with the Agreement. The Company recorded $451 and $975 as Other Revenues- Related Party for the three and nine months ended September 30, 2024, respectively.
| 28 |
Related-Party Promissory Notes
During the nine months ended September 30, 2024, Palella Holdings LLC, an entity in which the Company’s CEO is the sole shareholder, provided to the Company $2,744, on an interest free basis with maturity date January 31, 2025. During the nine months ended September 30, 2024, the Company repaid $557 in cash and $705 by issuing 47,029,465 shares of the Company’s Class A Common Stock.
On June 10, 2024, the Company and the Note holder agreed to convert a portion of the Note amounting to $705 into 47,029,465 shares of the Company’s Class A Common Stock using a conversion price of $0.015, the Company records a gain amounted to $94 using the closing market price on the issuance date. The conversion price applied for the aforementioned issuance is not applicable for further conversions.
As a result of the above repayment and conversion, on September 30, 2024, the Company has $1,481 as outstanding principal.
Lease Assignment agreement
In August 2024, the Company entered into a Lease Assignment agreement with Revolving Store Inc, an entity in which the Company’s CEO is the sole shareholder. The Lease Assignment agreement established that Revolving Store Inc. assumes all the rights and obligations related to New York store lease, where the Company was the tenant since March 2023. The early exit from the New York store lease generated a gain for the Company amounted to $85, for the derecognition of the Operating Lease liabilities amounted to $643, partially compensated by the derecognition of the Right of use of Assets and Security deposit for cumulative $559. In detail, the Company had $86 of overdue monthly rents for the period from February 2024 to July 2024, assumed by the new tenant: Revolving Store Inc.
Contractual Obligations and Commitments
LNPB Commitment
During 2021, the Company decided to enter into a new business line: the acquisition, commercialization and distribution of contents including live sport events to media partners and final viewers. In order to commercialize and broadcast media contents, the Company entered into non-cancellable Content licensing and Service agreements with multiple partners such as LNPB. In June 2023, the Company received communications from LNPB, the main live content provider, notifying that it was terminating early the agreements related to the commercialization and broadcast of the LNPB contents. The communications also requested the immediate payment of the invoices overdue amounting to $11,394. In February 2024, the Company entered into a Settlement agreement with LNPB. In detail, the main amended term was the full satisfaction of the Company’s obligations under the original agreements in exchange of a payment of $5,392, divided in three payments on or prior November 30, 2024, half of the amount has been paid in March 2024 and another $1,100 have been paid in September 2024. As a result of the early termination of LNPB agreements, Helbiz Media significantly reduced its operations. Company’s condensed consolidated balance sheet as of September 30, 2024 includes the full amount requested by LNPB minus the amount paid, the potential gain will be reflected only when the final payment will be made in line with the Settlement Agreement.
Litigation
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 any potential losses and many of the legal proceedings are early in the discovery stage and unresolved.
As of September 30, 2024, and December 31, 2023, the Company concluded that certain losses on litigation were probable and reasonable estimable; as a result, the Company recorded as Accruals for legal contingencies, included in Legal contingencies; $4,290 and $3,978 (of which $1,711 were related to Wheels and classified as Liabilities from discontinued operations), respectively.
| 29 |
The following table summarizes the expenses included in General & Administrative expenses for additional contingency losses over litigations reasonably estimated and categorized as probable recorded in the condensed consolidated statement of operations for the three and nine months ended on September 30, 2024, and 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| General & administrative expenses for Legal contingencies related to continuing operations | $ | 10 | $ | — | $ | 2,051 | $ | 32 | ||||||||
| General & administrative expenses for Legal contingencies related to discontinued operations | — | — | — | 333 | ||||||||||||
As a result of the sale of Wheels, the Company derecognized the legal contingencies related to Wheels claims amounted to $1,539 on August 19, 2024 (“Sale date”).
As of September 30, 2024, the Company is involved in claims with previous investors who claimed financial losses for breaching contractual obligations. In detail, during August 2022, the Company was named as a plaintiff in a lawsuit filed in in the Supreme Court of the State of New York, County of New York and brought by Greenvision Capital Holdings LLC for breach of contract of a registration rights agreement by and between the parties and a claim for civil conspiracy requesting a damage of $4,000. The Company’s successful motion to dismiss the civil conspiracy claim has since been adjudicated and the matter remains in discovery and a status conference with the judge in the matter is scheduled for December 2024. While settlement discussions have occurred, no terms have been agreed upon between the parties. The Company recorded $2,250 as Legal contingencies for this claim.
The range of loss for the Company’s legal contingencies accrued is between $0 to $7,120 which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage.
The Company is also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $1,250.
Critical Accounting 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 U.S. 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.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We did not identify any critical accounting estimate as defined above.
Emerging Growth Company Status
Under the JOBS Act, an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of new or revised accounting standards that have different transition dates for public and private companies until those standards would otherwise apply to private companies. We meet the definition of an emerging growth company and have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.
Off-Balance Sheet Arrangements
The Company did not have, during the periods presented, and it does not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission.
| 30 |
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on such evaluation, due to a material weakness in internal control over financial reporting described below, our principal executive officer and principal financial officer concluded our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) were not effective as of such date to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Material Weakness
Our management’s conclusion that our disclosure controls and procedures were ineffective was due to the identification of a material weakness in our internal control over financial reporting in connection with the preparation of our Financial Statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis. Our management identified the following material weakness in our internal control over financial reporting:
| · | We have insufficiently designed and operating controls surrounding the accounting policies and controls, including standardized reconciliation schedules to ensure the company's books and records are maintained in accordance with U.S. GAAP. |
Notwithstanding the identified material weakness, management believes that the condensed consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our consolidated financial position, consolidated results of operations, and consolidated cash flows as of and for the periods presented in accordance with U.S. GAAP.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, we expect to make changes to our internal control over financial reporting in the future to remediate the material weakness identified above.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in legal proceedings arising in the ordinary course of business, and we may continue to be involved in such legal proceedings. Currently, there are several product liability claims against us none of which we deem material by itself. If several of these claims were to be decided against our interest or if our product liability insurance were not to cover several of these claims, we might need to divert resources from our operations to pay for such claims, and our results of operations would be correspondingly affected.
On July 15, 2022, we issued an Unsecured Note to an investor in exchange for €2 million (approximately $2.2 million) with 6.75% as interest on an annual basis. In March 2024, we entered into a Settlement Agreement with the Note holder pursuant to which the Company’s obligations under the original agreements, amounting to $2.4 million, would be satisfied in exchange for a payment of $1.1 million to be paid by June 30, 2024. We failed to make such payment, and consequently the Supreme Court of the State of New York issued a judgment against us for payment of the full principal, interest and costs and disbursements, in October 2024. The Company is currently identifying and evaluating the alternative paths for facing the judgement. As a result, we recorded an aggregate of approximately $2.5 million in our unaudited interim financial statement for the period ended September 30, 2024 as “Short-term financial liabilities, net” for this Unsecured Note.
We have estimated the range of loss for the legal contingencies accrued as between $0 to $7,120 million which represents the range between the amount already settled with the counterparts and the amount claimed deducting insurance coverage. We are also involved in certain claims where the losses are not considered to be reasonably estimable or probable; for these claims the range of potential loss is between 0 to $1,250.
As of September 30, 2024, we concluded that certain losses on litigations were probable and reasonable estimable. As a result, we recorded an aggregate of approximately $4,290 in our unaudited interim financial statement for the period ended September 30, 2024 as “Accruals” for legal contingencies.
| 31 |
Item 1A. Risk Factors
Although as a Smaller Reporting Company we are not required to provide this information, we refer you to the sections of our annual report on Form 10-K filed on April 16, 2024, our quarterly report on Form 10-Q filed on July 17, 2024 and our registration statement on Form S-3 entitled “Risk Factors”. In addition to the risk factors contained in those documents and in our other filings with the U.S. Securities and Exchange Commission available on its Edgar filing website, we would like to draw your attention to the following risks:
We have indefinitely suspended our micro-mobility offerings in the United States.
After investing considerable time, resources and capital into offering e-scooter and other micro-mobility offerings in multiple markets across the United States, we have indefinitely suspended our micro-mobility offerings in the United States. It is unlikely that we will restart such offerings in the United States in the near future, and we might never do so. We may not be able to recoup any of our investment in our U.S. operations in terms of intellectual property development, vehicles or other assets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There have been no sales of unregistered equity securities that we have not previously disclosed in filings with the U.S. Securities and Exchange Commission.
Item 3. Defaults Upon Senior Securities
As noted under legal proceedings, we have failed to make payments that were due on an unsecured note issued on July 15, 2022. As a result, the Supreme Court of the State of New York issued a judgment against us for payment of $2.5 million in principal, interest and costs and disbursements.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the
quarter ended September 30, 2024, no director or officer of the Company
| 32 |
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit | ||
| No. | Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1** | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2** | Certification of Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
| * | Filed herewith. |
| ** | Furnished herewith. |
| 33 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| micromobility.com, Inc. | ||
| Date: November 19, 2024 | By: | /s/ Salvatore Palella |
| Name: | Salvatore Palella | |
| Title: | Chief Executive Officer | |
| Date: November 19, 2024 | By: | /s/ Gian Luca Spriano |
| Name: | Gian Luca Spriano | |
| Title: | Chief Financial Officer | |
| 34 |