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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2023
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number: 001-40152
GETAROUND, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
85-3122877 |
|
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
55 Green Street, San Francisco, California |
94111 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (415) 295-5725
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
Common Stock, par value $0.0001 per share |
|
GETR |
|
The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share* |
|
GETR WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
Emerging growth company |
|
☒ |
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 13, 2023, the registrant had 93,018,237 shares of common stock, $0.0001 par value per share, outstanding.
* On December 13, 2023, the New York Stock Exchange (“NYSE”) filed a Form 25 Notification of Removal From Listing And Registration with respect to the registrant’s warrants stating that the NYSE had halted trading in the warrants effective as of November 28, 2023, due to the low trading price of the warrants and its intention to remove the warrants from listing and registration on NYSE on December 26, 2023.
TABLE OF CONTENTS
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Page |
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1 |
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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3 |
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|
Condensed Consolidated Statements of Operations and Comprehensive Loss |
4 |
|
Condensed Consolidated Statements of Changes in Stockholders’ Deficit |
5 |
|
7 |
|
|
Notes to Unaudited Condensed Consolidated Financial Statements |
9 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
54 |
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Item 4. |
54 |
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PART II. |
OTHER INFORMATION |
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Item 1. |
55 |
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Item 1A. |
55 |
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Item 2. |
55 |
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Item 3. |
55 |
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Item 4. |
55 |
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Item 5. |
55 |
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Item 6. |
56 |
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i |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q (this “report”) may constitute “forward-looking statements” for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding our and our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:
The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.
1
Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
The forward-looking statements made by us in this report speak only as of the date of this report. Except to the extent required under the federal securities laws and rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
Unless the context otherwise indicates, references in this report to the terms “Getaround,” the “Company,” “we,” “our” and “us” refer to Getaround, Inc., a Delaware corporation, and its consolidated subsidiaries.
2
Getaround, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Assets |
|
|
|
|
|
|
||
Current Assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
22,164 |
|
|
$ |
64,294 |
|
Restricted cash |
|
|
3,600 |
|
|
|
3,600 |
|
Accounts receivable, net |
|
|
717 |
|
|
|
533 |
|
Prepaid expenses and other current assets |
|
|
7,598 |
|
|
|
6,084 |
|
Total Current Assets |
|
$ |
34,079 |
|
|
$ |
74,511 |
|
Property and equipment, net |
|
|
9,352 |
|
|
|
10,451 |
|
Operating lease right-of-use assets, net |
|
|
12,414 |
|
|
|
13,284 |
|
Goodwill |
|
|
91,879 |
|
|
|
92,728 |
|
Intangible assets, net |
|
|
15,552 |
|
|
|
11,028 |
|
Deferred tax assets |
|
|
— |
|
|
|
46 |
|
Other assets |
|
|
3,938 |
|
|
|
3,371 |
|
Total Assets |
|
$ |
167,214 |
|
|
$ |
205,419 |
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Current Liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
12,548 |
|
|
$ |
3,652 |
|
Accrued host payments and insurance fees |
|
|
15,262 |
|
|
|
11,780 |
|
Operating lease liabilities, current |
|
|
2,173 |
|
|
|
1,923 |
|
Notes payable, current |
|
|
15,860 |
|
|
|
1,211 |
|
Warrant commitment liability |
|
|
— |
|
|
|
320 |
|
Other accrued liabilities |
|
|
39,167 |
|
|
|
37,360 |
|
Deferred revenue |
|
|
1,003 |
|
|
|
698 |
|
Total Current Liabilities |
|
$ |
86,013 |
|
|
$ |
56,944 |
|
Notes payable |
|
|
2,314 |
|
|
|
3,198 |
|
Convertible notes payable ($48,880 and $56,743 measured at fair value, respectively) |
|
|
48,979 |
|
|
|
56,842 |
|
Operating lease liabilities (net of current portion) |
|
|
16,030 |
|
|
|
17,715 |
|
Deferred tax liabilities |
|
|
311 |
|
|
|
973 |
|
Warrant liability |
|
|
78 |
|
|
|
247 |
|
Total Liabilities |
|
$ |
153,725 |
|
|
$ |
135,919 |
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
||
Stockholders’ Equity |
|
|
|
|
|
|
||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; |
|
$ |
9 |
|
|
$ |
9 |
|
Additional paid-in capital |
|
|
856,539 |
|
|
|
845,888 |
|
Stockholder notes |
|
|
(8,284 |
) |
|
|
(8,284 |
) |
Accumulated deficit |
|
|
(842,423 |
) |
|
|
(762,009 |
) |
Accumulated other comprehensive loss |
|
|
7,648 |
|
|
|
(6,104 |
) |
Total Stockholders’ Equity |
|
$ |
13,489 |
|
|
$ |
69,500 |
|
Total Liabilities and Stockholders’ Equity |
|
$ |
167,214 |
|
|
$ |
205,419 |
|
See accompanying notes to condensed consolidated financial statements.
3
Getaround, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except per share data)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
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2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Service revenue |
|
$ |
23,387 |
|
|
$ |
16,355 |
|
|
$ |
52,810 |
|
|
$ |
43,967 |
|
Lease revenue |
|
|
412 |
|
|
|
383 |
|
|
|
1,129 |
|
|
|
1,058 |
|
Total Revenues |
|
$ |
23,799 |
|
|
$ |
16,738 |
|
|
$ |
53,939 |
|
|
$ |
45,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Costs and Expenses |
|
|
|
|
|
|
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|
|
|
|
|
||||
Cost of revenue (exclusive of items shown separately below): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service |
|
$ |
1,920 |
|
|
$ |
1,439 |
|
|
$ |
4,995 |
|
|
$ |
3,754 |
|
Lease |
|
|
32 |
|
|
|
33 |
|
|
|
107 |
|
|
|
90 |
|
Sales and marketing |
|
|
4,118 |
|
|
|
6,577 |
|
|
|
15,486 |
|
|
|
22,736 |
|
Operations and support |
|
|
16,874 |
|
|
|
14,455 |
|
|
|
45,000 |
|
|
|
39,596 |
|
Technology and product development |
|
|
4,156 |
|
|
|
4,665 |
|
|
|
12,286 |
|
|
|
13,374 |
|
General and administrative |
|
|
11,662 |
|
|
|
11,080 |
|
|
|
40,224 |
|
|
|
38,665 |
|
Depreciation and amortization |
|
|
4,135 |
|
|
|
2,322 |
|
|
|
9,914 |
|
|
|
7,670 |
|
Total Operating Expenses |
|
$ |
42,897 |
|
|
$ |
40,571 |
|
|
$ |
128,012 |
|
|
$ |
125,885 |
|
Loss from Operations |
|
$ |
(19,098 |
) |
|
$ |
(23,833 |
) |
|
$ |
(74,073 |
) |
|
$ |
(80,860 |
) |
Other Income (Expense) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible promissory note fair value adjustment |
|
|
(8,441 |
) |
|
|
2,140 |
|
|
|
(7,765 |
) |
|
|
3,896 |
|
Note payable fair value adjustment |
|
|
(245 |
) |
|
|
— |
|
|
|
(245 |
) |
|
|
— |
|
Warrant fair value adjustment |
|
|
36 |
|
|
|
(8,804 |
) |
|
|
209 |
|
|
|
(17,521 |
) |
Interest income (expense), net |
|
|
222 |
|
|
|
(2,660 |
) |
|
|
506 |
|
|
|
(7,903 |
) |
Other income (expense), net |
|
|
(64 |
) |
|
|
572 |
|
|
|
331 |
|
|
|
1,258 |
|
Total Other Income (Expense) |
|
$ |
(8,492 |
) |
|
$ |
(8,752 |
) |
|
$ |
(6,964 |
) |
|
$ |
(20,270 |
) |
Loss, before Benefit for Income Taxes |
|
$ |
(27,590 |
) |
|
$ |
(32,585 |
) |
|
$ |
(81,037 |
) |
|
$ |
(101,130 |
) |
Income Tax Benefit |
|
|
(244 |
) |
|
|
(166 |
) |
|
|
(623 |
) |
|
|
(547 |
) |
Net Loss |
|
$ |
(27,346 |
) |
|
$ |
(32,419 |
) |
|
$ |
(80,414 |
) |
|
$ |
(100,583 |
) |
Change in fair value of the convertible instrument liability |
|
|
15,628 |
|
|
|
— |
|
|
|
15,628 |
|
|
|
— |
|
Foreign Currency Translation Loss |
|
|
(2,111 |
) |
|
|
(8,047 |
) |
|
|
(1,876 |
) |
|
|
(19,553 |
) |
Comprehensive Loss |
|
$ |
(13,829 |
) |
|
$ |
(40,466 |
) |
|
$ |
(66,662 |
) |
|
$ |
(120,136 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss Per Share Attributable to Stockholders (Note 16): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
(0.29 |
) |
|
|
(1.38 |
) |
|
|
(0.87 |
) |
|
|
(4.41 |
) |
Diluted |
|
|
(0.29 |
) |
|
|
(1.38 |
) |
|
|
(0.87 |
) |
|
|
(4.41 |
) |
Weighted average shares outstanding (Basic and Diluted) |
|
|
93,205 |
|
|
|
23,503 |
|
|
|
92,708 |
|
|
|
22,792 |
|
See accompanying notes to condensed consolidated financial statements
4
Getaround, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
(in thousands, except share data)
|
|
Mezzanine Equity |
|
|
|
Stockholders’ Deficit |
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Treasury |
|
|
Stockholder |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive Income |
|
|
Stockholders’ |
|
||||||||||
Balance, December 31, 2021 |
|
|
40,182,816 |
|
|
$ |
410,368 |
|
|
|
|
25,536,563 |
|
|
$ |
1 |
|
|
$ |
(661 |
) |
|
$ |
(14,478 |
) |
|
$ |
237,578 |
|
|
$ |
(625,944 |
) |
|
$ |
2,283 |
|
|
$ |
(401,221 |
) |
Stock option exercises |
|
|
— |
|
|
|
— |
|
|
|
|
56,513 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
|
|
— |
|
|
|
— |
|
|
|
113 |
|
RSU vested |
|
|
— |
|
|
|
— |
|
|
|
|
259,715 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,945 |
|
|
|
— |
|
|
|
— |
|
|
|
4,945 |
|
Exercise of Series E-3 Preferred stock warrant into 79,704 Series E-3 convertible preferred stock |
|
|
79,704 |
|
|
|
408 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercise of Series B Preferred stock warrant into 31,010 Series B Preferred stock |
|
|
31,010 |
|
|
|
240 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock issued to extinguish the outstanding contingent compensation liability |
|
|
— |
|
|
|
— |
|
|
|
|
935,005 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,642 |
|
|
|
— |
|
|
|
— |
|
|
|
4,642 |
|
Foreign currency translation loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,553 |
) |
|
|
(19,553 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(100,583 |
) |
|
|
— |
|
|
|
(100,583 |
) |
Balance, September 30, 2022 |
|
|
40,293,530 |
|
|
|
411,016 |
|
|
|
|
26,787,796 |
|
|
$ |
1 |
|
|
$ |
(661 |
) |
|
$ |
(14,478 |
) |
|
$ |
247,278 |
|
|
$ |
(726,527 |
) |
|
$ |
(17,270 |
) |
|
$ |
(511,657 |
) |
|
|
Mezzanine Equity |
|
|
|
Stockholders’ Deficit |
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
|
Shares |
|
|
Amount |
|
|
Treasury |
|
|
Stockholder |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive Income |
|
|
Stockholders’ |
|
||||||||||
Balance, June 30, 2022 |
|
|
40,262,520 |
|
|
$ |
410,776 |
|
|
|
|
26,727,174 |
|
|
$ |
1 |
|
|
$ |
(661 |
) |
|
$ |
(14,478 |
) |
|
$ |
245,950 |
|
|
$ |
(694,108 |
) |
|
$ |
(9,223 |
) |
|
$ |
(472,519 |
) |
Stock option exercises |
|
|
— |
|
|
|
— |
|
|
|
|
21,961 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
53 |
|
|
|
— |
|
|
|
— |
|
|
|
53 |
|
RSU vested |
|
|
— |
|
|
|
— |
|
|
|
|
38,661 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,275 |
|
|
|
— |
|
|
|
— |
|
|
|
1,275 |
|
Exercise of Series B Preferred stock warrant into 31,010 Series B Preferred stock |
|
|
31,010 |
|
|
|
240 |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common stock issued to extinguish the outstanding contingent compensation liability |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,047 |
) |
|
|
(8,047 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(32,419 |
) |
|
|
— |
|
|
|
(32,419 |
) |
Balance, September 30, 2022 |
|
|
40,293,530 |
|
|
$ |
411,016 |
|
|
|
|
26,787,796 |
|
|
$ |
1 |
|
|
$ |
(661 |
) |
|
$ |
(14,478 |
) |
|
$ |
247,278 |
|
|
$ |
(726,527 |
) |
|
$ |
(17,270 |
) |
|
$ |
(511,657 |
) |
See accompanying notes to condensed consolidated financial statements.
5
Getaround, Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(Unaudited)
(in thousands, except share data)
|
|
Common Stock |
|
|
|
|
|
Additional |
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Stockholder Notes |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||
Balance, December 31, 2022 |
|
|
92,085,974 |
|
|
$ |
9 |
|
|
$ |
(8,284 |
) |
|
$ |
845,888 |
|
|
$ |
(762,009 |
) |
|
$ |
(6,104 |
) |
|
$ |
69,500 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,953 |
|
|
|
— |
|
|
|
— |
|
|
|
9,953 |
|
RSU Vested |
|
|
232,235 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance to bridge investors |
|
|
86,300 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Issuance of common stock for iHM Prepaid Ad |
|
|
536,666 |
|
|
|
— |
|
|
|
— |
|
|
|
370 |
|
|
|
— |
|
|
|
— |
|
|
|
370 |
|
Issuance of warrants in connection with Mudrick Convertible Promissory notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
280 |
|
|
|
— |
|
|
|
— |
|
|
|
280 |
|
Foreign currency translation loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,876 |
) |
|
|
(1,876 |
) |
Change in fair value of the convertible instrument liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,628 |
|
|
|
15,628 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(80,414 |
) |
|
|
— |
|
|
|
(80,414 |
) |
Balance, September 30, 2023 |
|
|
92,941,175 |
|
|
|
9 |
|
|
|
(8,284 |
) |
|
|
856,539 |
|
|
|
(842,423 |
) |
|
|
7,648 |
|
|
|
13,489 |
|
|
|
Common Stock |
|
|
|
|
|
Additional |
|
|
|
|
|
Accumulated Other |
|
|
Total |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Stockholder Notes |
|
|
Paid-in |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Stockholders’ |
|
|||||||
Balance, June 30, 2023 |
|
|
92,127,253 |
|
|
$ |
9 |
|
|
$ |
(8,284 |
) |
|
$ |
852,944 |
|
|
$ |
(815,077 |
) |
|
$ |
(5,869 |
) |
|
$ |
23,723 |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,547 |
|
|
|
— |
|
|
|
— |
|
|
|
3,547 |
|
RSU Vested |
|
|
190,956 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance to bridge investors |
|
|
86,300 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
|
|
— |
|
|
|
— |
|
|
|
48 |
|
Issuance of common stock for iHM Prepaid Ad |
|
|
536,666 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,111 |
) |
|
|
(2,111 |
) |
Change in fair value of the convertible instrument liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,628 |
|
|
|
15,628 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,346 |
) |
|
|
— |
|
|
|
(27,346 |
) |
Balance, September 30, 2023 |
|
|
92,941,175 |
|
|
|
9 |
|
|
|
(8,284 |
) |
|
|
856,539 |
|
|
|
(842,423 |
) |
|
|
7,648 |
|
|
|
13,489 |
|
See accompanying notes to condensed consolidated financial statements.
6
Getaround, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
Nine Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2022 |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
(80,414 |
) |
|
$ |
(100,583 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
9,914 |
|
|
|
7,670 |
|
Provision for bad debts |
|
|
5,250 |
|
|
|
8,202 |
|
Stock-based compensation |
|
|
9,953 |
|
|
|
4,945 |
|
Compensation expense related to shareholder settlement |
|
|
48 |
|
|
|
— |
|
Loss (gain) on extinguishment of debt |
|
|
(285 |
) |
|
|
— |
|
Change in fair value - convertible instrument liability |
|
|
7,765 |
|
|
|
(3,896 |
) |
Change in fair value - note payable |
|
|
245 |
|
|
|
— |
|
Change in fair value – warrant liability |
|
|
(209 |
) |
|
|
17,521 |
|
Change in fair value – prepaid ad inventory |
|
|
91 |
|
|
|
— |
|
Non-cash interest expense |
|
|
53 |
|
|
|
4 |
|
Non-cash lease expense |
|
|
851 |
|
|
|
700 |
|
Amortization of debt issuance costs |
|
|
— |
|
|
|
599 |
|
Loss (gain) from disposal of property and equipment |
|
|
(21 |
) |
|
|
1 |
|
Loss (gain) from foreign currency remeasurement |
|
|
43 |
|
|
|
(212 |
) |
Net changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
(5,441 |
) |
|
|
(6,827 |
) |
Prepaid expenses and other current assets |
|
|
935 |
|
|
|
(1,852 |
) |
Operating leases liabilities |
|
|
(1,418 |
) |
|
|
(1,184 |
) |
Other assets |
|
|
(1,386 |
) |
|
|
(1,789 |
) |
Accounts payable |
|
|
8,917 |
|
|
|
5,418 |
|
Accrued host payments and insurance fees |
|
|
3,717 |
|
|
|
1,727 |
|
Accrued expenses and other liabilities |
|
|
(2,226 |
) |
|
|
6,291 |
|
Deferred taxes |
|
|
(663 |
) |
|
|
(547 |
) |
Deferred revenue |
|
|
318 |
|
|
|
606 |
|
Net Cash Used in Operating Activities |
|
$ |
(43,963 |
) |
|
$ |
(63,206 |
) |
Cash Flows from Investing Activities |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
$ |
(791 |
) |
|
$ |
(1,607 |
) |
Capitalized software |
|
|
(3,292 |
) |
|
|
— |
|
Proceeds from sale of property and equipment |
|
|
111 |
|
|
|
— |
|
Acquisition of Hyrecar, net of cash acquired |
|
|
(7,826 |
) |
|
|
— |
|
Net Cash (Used in) Investing Activities |
|
$ |
(11,798 |
) |
|
$ |
(1,607 |
) |
Cash Flows from Financing Activities |
|
|
|
|
|
|
||
Proceeds from exercise of common stock options |
|
$ |
— |
|
|
$ |
125 |
|
Proceeds from issuance of Bridge Loans |
|
|
— |
|
|
|
31,800 |
|
Proceeds from issuance of Mudrick Bridge Note, net of issuance costs |
|
|
2,988 |
|
|
|
— |
|
Proceeds from issuance of Mudrick Super Priority Note, net of issuance costs |
|
|
11,660 |
|
|
|
|
|
Repayment of PGE loan |
|
|
(856 |
) |
|
|
(240 |
) |
Related Party advance on financing |
|
|
— |
|
|
|
4,750 |
|
Reclass of Related Party advance on financing to proceeds from issuance of Bridge Loans |
|
|
— |
|
|
|
(4,750 |
) |
Net Cash Provided (Used in) by Financing Activities |
|
$ |
13,792 |
|
|
$ |
31,685 |
|
Effect of Foreign Currency Translation on Cash |
|
|
(161 |
) |
|
|
(2,522 |
) |
Net change in cash and cash equivalents and restricted cash and cash equivalents |
|
|
(42,130 |
) |
|
|
(35,650 |
) |
Cash and Cash Equivalents and Restricted Cash, beginning of period |
|
|
67,894 |
|
|
|
66,466 |
|
Cash and Cash Equivalents and Restricted Cash, end of period |
|
$ |
25,764 |
|
|
$ |
30,816 |
|
|
|
Nine Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2022 |
|
||
Supplemental Schedule of Cash Flow Information |
|
|
|
|
|
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Issuance of Mudrick Super Priority Bridge Note to repay Mudrick Bridge Note |
|
|
3,041 |
|
|
|
— |
|
Mudrick Bridge Note repayment of principal and accrued but unpaid interest |
|
|
(3,041 |
) |
|
|
— |
|
7
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the total of the same such amounts shown above:
|
|
Nine Months Ended September 30, 2023 |
|
|
Nine Months Ended September 30, 2022 |
|
||
Cash and cash equivalents |
|
$ |
22,164 |
|
|
$ |
27,216 |
|
Restricted cash included in current assets |
|
|
3,600 |
|
|
|
3,600 |
|
Total Cash, Cash Equivalents and Restricted Cash at the End of Period |
|
$ |
25,764 |
|
|
$ |
30,816 |
|
See accompanying notes to condensed consolidated financial statements.
8
Getaround, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Nature of Business and Basis of Presentation
Organization and Nature of Business
InterPrivate II Acquisition Corp. (“InterPrivate II”) was a special purpose acquisition company formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses.
On December 8, 2022 (the “Closing Date”), InterPrivate II completed the business combination (“Business Combination”) pursuant to the merger agreement dated May 11, 2022 (as amended, the “Merger Agreement”), by and among, InterPrivate II, TMPST Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of InterPrivate II (“First Merger Sub”), TMPST Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of InterPrivate II (“Second Merger Sub”) and Getaround, Inc., a Delaware corporation (“Legacy Getaround”). Pursuant to the terms of the Merger Agreement, a business combination between InterPrivate II and Legacy Getaround was effected through the merger of First Merger Sub and Legacy Getaround, with Legacy Getaround emerging as the surviving company, followed by a merger between Legacy Getaround and Second Merger Sub, with Second Merger Sub emerging as the surviving company as a wholly owned subsidiary of InterPrivate II. In connection with the finalization of the Business Combination, InterPrivate II changed its name to Getaround, Inc. (“Getaround” or the “Company”) and Second Merger Sub changed its name to Getaround Operations LLC.
The Company, through its wholly owned subsidiary Getaround Operations LLC, is an online car rental service company headquartered in San Francisco, California. The Company provides peer-to-peer car‑sharing service powered by its proprietary technology, which allows car owners to earn income sharing their cars with pre-qualified drivers on the Company’s network. As of September 30, 2023, the Company operated globally in major U.S. cities and certain European markets, including France and Norway.
Basis of Accounting
These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of the U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 (the "Annual Report"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with U.S. GAAP, have been condensed or omitted pursuant to SEC rules and regulations dealing with interim financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim periods.
The Company qualifies as an emerging growth company (“EGC”) and as such, has elected the extended transition period for complying with certain new or revised accounting pronouncements. During the extended transition period, the Company is not subject to certain new or revised accounting standards applicable to public companies. The accounting pronouncements pending adoption as described in Note 2 “Recently Issued Accounting Standards Not Yet Adopted” reflect effective dates for the Company as an EGC with the extended transition period.
Pursuant to the Merger Agreement, the merger between Second Merger Sub and Legacy Getaround was accounted for as a reverse recapitalization in accordance with US GAAP (the “Reverse Recapitalization”). Under this method of accounting, InterPrivate II was treated as the “acquired” company and Legacy Getaround is treated as the acquirer for financial reporting purposes.
Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Legacy Getaround issuing stock for the net assets of InterPrivate II, accompanied by a recapitalization. The net assets of InterPrivate II are stated at historical cost, with no goodwill or other intangible assets recorded.
Legacy Getaround was determined to be the accounting acquirer based on the following predominant factors:
9
Getaround, Inc.
Notes to Consolidated Financial Statements
The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Legacy Getaround. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.32025 established in the Business Combination.
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accounting principles generally accepted in the United States of America and the rules and regulations of the Security and Exchange Commission. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the unaudited consolidated financial statements herein.
Going Concern and Liquidity
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced losses since its inception and had net loss of $27.3 million and $80.4 million for the three and nine months ended September 30, 2023, and $32.4 and $100.6 million for three and nine months ended September 30, 2022. The Company expects operating losses and negative cash flows to continue for the foreseeable future as it continues to develop and promote its platform, as well as to grow its user base through new markets.
As of September 30, 2023 and December 31, 2022, the Company had $22.2 million and $64.3 million, respectively, in unrestricted cash and cash equivalents available to fund future operations. The Company’s capital requirements will depend on many factors and the Company may need to use available capital resources and/or raise additional capital earlier than currently anticipated. As the Company pursues additional debt and/or equity financing, there can be no assurance that such financing will be available on terms commercially acceptable to the Company or its stockholders. For example, additional debt and/or equity financing may result in substantial dilution to the Company's stockholders.
If the Company is unable to obtain additional funding when needed, it will need to curtail planned activities to reduce costs, which will likely have an unfavorable effect on the Company’s ability to execute on its business plan, and have an adverse effect on its business, results of operations and future prospects. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Reclassifications
When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation. These reclassifications were to reclassify certain captions within other assets to prepaid expenses and other current assets. The reclassifications had no impact on the Company’s financial condition or results of operations.
2. Summary of Significant Accounting Policies
The summary of significant accounting policies to the audited consolidated financial statements in the Annual Report includes a discussion of the significant accounting policies used in the preparation of the Company’s consolidated financial statements. The following policy represents the only change to the Company's significant accounting policies during the nine months ended September 30, 2023:
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. The most significant matters involving management’s estimates include those related to accounts receivable, claims allowances, assessment of possible impairment of its intangible and long-lived assets, valuation of deferred income tax assets, fair value of warrant liability, certain convertible notes payable and stock-based awards. Actual results may ultimately differ from management’s estimates.
10
Getaround, Inc.
Notes to Consolidated Financial Statements
Recently Adopted Accounting Standards
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326). This ASU amends guidance on reporting credit losses for assets held at amortized cost and available for sale debt securities. For assets held at amortized cost, the amendment eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost of the financial assets to present the net amount expected to be collected. The Company adopted ASU 2016-13 effective January 1, 2023 which did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Standards Not Yet Adopted
In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815‑40). The amendments in the ASU remove certain separation models for convertible debt instruments and convertible redeemable preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU is effective fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. Adoption is not currently expected to have a material impact on the Company’s financial statements.
There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.
3. Business Combination
On May 8, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with HyreCar Inc., a Delaware corporation (the “Seller”). The Seller is a national carsharing marketplace for ridesharing, food, and package delivery via its proprietary technology platform. The company has established a leading presence in Mobility as a Service through individual vehicle owners, dealers, rental agencies, and OEMs that wish to participate in new mobility trends. Pursuant to the Asset Purchase Agreement, the Company will acquire substantially all of the assets owned, controlled or used by the Seller related to the operation of its peer-to-peer car sharing business and certain of the Seller’s liabilities (the “Assumed Liabilities”), as such terms are defined in the Asset Purchase Agreement, for an aggregate purchase price of $8.13 million, comprised of cash and certain credits for the Assumed Liabilities.
The following table summarizes the fair values of assets acquired and liabilities assumed at the date of the acquisition (in thousands):
Consideration: |
|
|
|
|
Cash (net of cash acquired) |
|
$ |
7,826 |
|
|
|
|
|
|
Assets acquired and liabilities assumed: |
|
|
|
|
Current assets (excluding cash) |
|
$ |
1,232 |
|
Intangible assets |
|
|
9,380 |
|
Assumed current liabilities |
|
|
(3,604 |
) |
Net assets acquired |
|
|
7,008 |
|
Goodwill |
|
|
818 |
|
Net assets acquired |
|
$ |
7,826 |
|
11
Getaround, Inc.
Notes to Consolidated Financial Statements
The fair value of the identifiable intangible assets acquired include the following (in thousands):
|
|
Fair Value |
|
|
Estimated useful life |
|
Customer relationships - car renters |
|
$ |
6,720 |
|
|
1.3 |
Customer relationships - car owners |
|
|
2,090 |
|
|
2.5 |
Developed technology |
|
|
490 |
|
|
0.5 |
Tradename |
|
|
80 |
|
|
0.5 |
All finite-lived intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits of the intangible assets are consumed. Approximately $0.8 million of the acquired goodwill is expected to be deductible for tax purposes. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and is primarily attributable to intangible assets that do not qualify for separate recognition, including the assembled workforce of the acquired business, and expected synergies at the time of the acquisition.
Transaction expenses totaling approximately consists primarily of consulting and legal fees and are not included as a component of the consideration transferred but are recognized as general and administrative expenses in the period ended September 30, 2023.
Pro Forma Financial Information (Unaudited)
The following unaudited pro forma financial information summarizes the results of operations for the Company as though the Business Combination had occurred on January 1, 2022. The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company.
|
|
Nine months ended September 30, 2022 |
|
|
Total revenue |
|
$ |
75,355 |
|
Net loss |
|
$ |
(115,678 |
) |
4. Fair Value Measurements
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, notes payable, convertible promissory notes, warrant commitment liability, and warrant liability. The recorded carrying amounts of cash, accounts receivable and accounts payable approximates fair value due to their short-term nature. The balances outstanding under the notes payable agreements are considered to approximate their estimated fair values as the interest rates approximate market rates.
Assets and liabilities recognized at fair value on a recurring basis in the consolidated balance sheets consists of cash and cash equivalents, convertible promissory notes, warrant commitment liability, and warrant liability. These items are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The following tables summarize the Company’s financial instruments at fair value based on the fair value hierarchy for each class of instrument (in thousands):
|
|
Fair Value Measurement |
|
|||||||||
December 31, 2022 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Money market account |
|
$ |
38 |
|
|
$ |
— |
|
|
$ |
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Warrant liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(247 |
) |
Warrant commitment liability |
|
|
— |
|
|
|
— |
|
|
|
(320 |
) |
Mudrick convertible notes |
|
|
— |
|
|
|
— |
|
|
|
(56,743 |
) |
12
Getaround, Inc.
Notes to Consolidated Financial Statements
|
|
Fair Value Measurement |
|
|||||||||
September 30, 2023 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
Assets: |
|
|
|
|
|
|
|
|
|
|||
Money market account |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|||
Warrant liability |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(78 |
) |
Warrant commitment liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mudrick convertible notes |
|
|
— |
|
|
|
— |
|
|
|
(48,880 |
) |
Warrants
The Company measures its warrant commitment liability and warrant liability at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the warrant commitment liability and warrant liability related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss.
The fair value of the warrant liability, as of September 30, 2023 were estimated using a Monte Carlo simulation model. The significant unobservable inputs for the Monte Carlo model include the stock price, exercise price, risk-free rate of return, time to expiration, and the volatility. An increase or decrease in the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.
The Company calculated the estimated fair value of the warrant commitment liability and private warrants as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions:
|
|
September 30, 2023 |
|
|
|
Stock price |
|
$ |
0.35 |
|
|
Exercise price |
|
$ |
11.50 |
|
|
Risk-free interest rate |
|
|
4.63 |
% |
|
Time to expiration (years) |
|
|
4.19 |
|
|
Expected volatility |
|
|
78.62 |
% |
|
Fair value per warrant |
|
$ |
0.02 |
|
|
|
|
December 31, 2022 |
|
|
|
Stock price |
|
$ |
0.65 |
|
|
Exercise price |
|
$ |
11.50 |
|
|
Risk-free interest rate |
|
|
3.96 |
% |
|
Time to expiration (years) |
|
|
4.94 |
|
|
Expected volatility |
|
|
70.70 |
% |
|
Fair value per warrant |
|
$ |
0.05 |
|
|
The following table presents changes in the Level 3 liabilities measured at fair value for the periods indicated (in thousands):
|
|
September 30, 2023 |
|
|||||
|
|
Warrant Commitment Liability |
|
|
Private |
|
||
Balance (beginning of period) |
|
$ |
320 |
|
|
$ |
247 |
|
Additions |
|
|
— |
|
|
|
— |
|
Fair value measurement adjustments |
|
|
(40 |
) |
|
|
(169 |
) |
Exercised |
|
|
(280 |
) |
|
|
— |
|
Balance (end of period) |
|
$ |
— |
|
|
$ |
78 |
|
During the three months ended September 30, 2023 and year ended December 31, 2022, the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities that are measured at fair value.
Convertible Notes Payable
13
Getaround, Inc.
Notes to Consolidated Financial Statements
The Company measures its convertible promissory notes at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. Changes in the fair value of the convertible promissory notes related to updated assumptions and estimates were recognized as a convertible promissory note fair value adjustment within the consolidated statements of operations and comprehensive loss.
In determining the fair value of the Mudrick Convertible Notes as of September 30, 2023, the Company used a market-based approach. The valuation method utilized a negotiated discount rate and a market yield rate which are unobservable inputs.
An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.
The Company calculated the estimated fair value of the Mudrick Convertible Notes and Mudrick Super Priority Note as of September 30, 2023 and December 31, 2022, respectively, using the following assumptions:
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
|
|
Mudrick Convertible Note |
|
|||||
Issuance date |
|
12/8/2022 |
|
|
12/8/2022 |
|
||
Maturity date |
|
12/8/2027 |
|
|
12/8/2027 |
|
||
Interest rate (PIK) |
|
|
9.75 |
% |
|
|
9.50 |
% |
Expected volatility factor |
|
|
90.40 |
% |
|
|
95.23 |
% |
Risk-free interest rate |
|
|
4.70 |
% |
|
|
4.00 |
% |
Estimated market yield |
|
|
50.00 |
% |
|
|
30.00 |
% |
|
|
September 30, 2023 |
|
|
|
|
Mudrick Super Priority Note |
|
|
Inception date |
|
9/8/2023 |
|
|
Valuation date |
|
9/30/2023 |
|
|
Maturity date |
|
8/7/2024 |
|
|
Interest rate |
|
|
15.00 |
% |
Estimated market yield |
|
|
30.00 |
% |
Discount period (years) |
|
|
0.86 |
|
Discount factor |
|
|
0.79 |
|
The following table presents changes in the Level 3 convertible promissory notes measured at fair value for the periods indicated (in thousands):
|
|
September 30, 2023 |
|
|||||
|
|
Mudrick Convertible Notes |
|
|
Mudrick Super Priority Note |
|
||
Balance (beginning of period) |
|
$ |
56,743 |
|
|
$ |
— |
|
Additions |
|
|
— |
|
|
|
14,416 |
|
Fair value measurement adjustments |
|
|
7,765 |
|
|
|
245 |
|
OCI - Change in fair value of the convertible instrument liability |
|
|
(15,628 |
) |
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Balance (end of period) |
|
$ |
48,880 |
|
|
$ |
14,661 |
|
The change in fair value of the convertible instrument liability classified in OCI is a result of a change to instrument specific credit risk.
14
Getaround, Inc.
Notes to Consolidated Financial Statements
5. Revenue
The following table presents Company’s revenues disaggregated by geography (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
||||
Service revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
14,200 |
|
|
$ |
8,290 |
|
|
$ |
32,307 |
|
|
$ |
25,452 |
|
|
Europe |
|
|
9,187 |
|
|
|
8,065 |
|
|
|
20,503 |
|
|
|
18,515 |
|
|
Total service revenue |
|
|
23,387 |
|
|
|
16,355 |
|
|
|
52,810 |
|
|
|
43,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
217 |
|
|
$ |
210 |
|
|
$ |
647 |
|
|
$ |
654 |
|
|
Europe |
|
|
195 |
|
|
|
173 |
|
|
|
482 |
|
|
|
404 |
|
|
Total lease revenue |
|
|
412 |
|
|
|
383 |
|
|
|
1,129 |
|
|
|
1,058 |
|
|
Total Revenue |
|
$ |
23,799 |
|
|
$ |
16,738 |
|
|
$ |
53,939 |
|
|
$ |
45,025 |
|
|
Contract Balances
Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. The contract assets are reclassified to receivables when the rights become unconditional. The Company’s contract assets as of September 30, 2023 and December 31, 2022 in the amount of $0.6 million and $0.6 million, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheets. The contract assets are typically invoiced within a month of recognition. The Company's contract assets as of January 1, 2023 and 2022 amounted to $0.6 million and $0.7 million, respectively.
Contract liabilities are recorded as deferred revenues and include payments received in advance of performance under the contract. Contract liabilities are realized when services are provided to the customer. Contract liabilities as of September 30, 2023 and December 31, 2022 in the amount of $0.9 million and $0.7 million, respectively, are reported as a component of current liabilities on the consolidated balance sheets. All opening amounts of the December 31, 2022 and 2021 contract liabilities were recognized during the periods ended September 30, 2023 and December 31, 2022, respectively. The Company's contract liabilities as of January 1, 2023 and 2022 amounted to $0.7 million and $0.3 million, respectively.
6. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Insurance |
|
$ |
2,355 |
|
|
$ |
713 |
|
Consulting |
|
|
439 |
|
|
|
1,802 |
|
Subscriptions |
|
|
464 |
|
|
|
694 |
|
Contract assets |
|
|
557 |
|
|
|
601 |
|
Compensation |
|
|
64 |
|
|
|
284 |
|
Sales taxes |
|
|
345 |
|
|
|
284 |
|
Advertising services |
|
|
383 |
|
|
|
116 |
|
Other |
|
|
2,991 |
|
|
|
1,590 |
|
Prepaid Expenses and Other Current Assets |
|
$ |
7,598 |
|
|
$ |
6,084 |
|
15
Getaround, Inc.
Notes to Consolidated Financial Statements
7. Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Computer equipment |
|
$ |
983 |
|
|
$ |
1,089 |
|
Vehicles and vehicle equipment |
|
|
3,878 |
|
|
|
3,677 |
|
Office equipment and furniture |
|
|
1,280 |
|
|
|
1,249 |
|
Leasehold improvements |
|
|
11,953 |
|
|
|
11,530 |
|
Less: accumulated depreciation and amortization |
|
|
(8,742 |
) |
|
|
(7,094 |
) |
Property and Equipment, Net |
|
$ |
9,352 |
|
|
$ |
10,451 |
|
Total depreciation expense for the three months ended September 30, 2023 and 2022 was $0.6 million and $0.5 million, respectively, and $1.8 million and $1.6 million for the nine months ended September 30, 2023 and 2022, respectively.
8. Goodwill and Other Intangible Assets, Net
Other Intangibles Assets, Net
The following is a summary of the components of intangible assets and the related amortization expense (in thousands):
|
|
September 30, 2023 |
|
|||||||||
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
Developed technology |
|
$ |
11,740 |
|
|
$ |
(10,231 |
) |
|
$ |
1,509 |
|
Customer relationships |
|
|
38,617 |
|
|
|
(28,964 |
) |
|
|
9,653 |
|
Trade names |
|
|
390 |
|
|
|
(357 |
) |
|
|
33 |
|
Capitalized software costs - WIP |
|
|
4,357 |
|
|
- |
|
|
|
4,357 |
|
|
Total intangibles |
|
$ |
55,104 |
|
|
$ |
(39,552 |
) |
|
$ |
15,552 |
|
|
|
December 31, 2022 |
|
|||||||||
|
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
Developed technology |
|
$ |
11,407 |
|
|
$ |
(8,365 |
) |
|
$ |
3,042 |
|
Customer relationships |
|
|
31,124 |
|
|
|
(24,238 |
) |
|
|
6,886 |
|
Trade names |
|
|
314 |
|
|
|
(314 |
) |
|
|
— |
|
Capitalized software costs - WIP |
|
|
1,100 |
|
|
|
— |
|
|
|
1,100 |
|
Total intangibles |
|
$ |
43,945 |
|
|
$ |
(32,917 |
) |
|
$ |
11,028 |
|
For the three months ended September 30, 2023 and 2022, amortization expense amounted to $3.5 million and $1.8 million, respectively, and $8.1 million and $6.0 million for the nine months ended September 30, 2023 and 2022, respectively.
Expected future amortization expense for intangible assets as of September 30, 2023 is as follows (in thousands):
Year ended December 31, |
|
|
|
|
2023 |
|
$ |
3,382 |
|
2024 |
|
|
7,310 |
|
2025 |
|
|
1,603 |
|
2026 |
|
|
808 |
|
Thereafter |
|
|
2,449 |
|
Total |
|
$ |
15,552 |
|
16
Getaround, Inc.
Notes to Consolidated Financial Statements
Goodwill
The changes in the carrying amount of goodwill were as follows (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Beginning Balance |
|
$ |
92,728 |
|
|
$ |
122,805 |
|
Foreign currency translation |
|
|
(1,667 |
) |
|
|
(6,808 |
) |
Additions from acquisitions |
|
|
818 |
|
|
|
— |
|
Impairment |
|
|
— |
|
|
|
(23,269 |
) |
Ending Balance |
|
$ |
91,879 |
|
|
$ |
92,728 |
|
9. Other Accrued Liabilities
Other accrued liabilities consisted of the following (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Claims payable |
|
$ |
12,484 |
|
|
$ |
9,511 |
|
Compensation |
|
|
1,688 |
|
|
|
3,400 |
|
Professional services |
|
|
3,820 |
|
|
|
4,162 |
|
Insurance |
|
|
371 |
|
|
|
350 |
|
Vehicle Leases |
|
|
411 |
|
|
|
665 |
|
Sales and other tax |
|
|
17,107 |
|
|
|
16,192 |
|
Other |
|
|
3,286 |
|
|
|
3,080 |
|
Other Accrued Liabilities |
|
$ |
39,167 |
|
|
$ |
37,360 |
|
10. Notes Payable
Convertible Notes Payable
iHeart Media Note Payable
In April 2018, the Company entered into an advertising agreement with a media company whereby the media company will provide advertising services to the Company and the Company will pay for these services through a combination of convertible notes and cash. Interest is accrued monthly on the notes at a rate of 1.5% per annum and increases to 8.0% in the event of default until the maturity date of five years from issuance date of the notes. The notes are convertible in the event of the Company receiving proceeds of $50.0 million or more in a sale of equity securities (a Qualified Financing) subsequent to April 1, 2019, upon the consummation of a qualified public offering of securities, or if the Company elects to convert the notes into shares issued in the next round of financing that did not constitute a Qualified Financing. In the event that there was a next round of financing that did not constitute a Qualified Financing, the notes will automatically convert into those shares at maturity. The number of shares to be issued in the event of conversion is determined based on the price per share of the respective event based on the fixed amount of the note. In the event there is no subsequent round of financing, the notes would become due and payable.
In April 2018, the Company issued two convertible notes for a total amount of $1.5 million under the agreement noted above. These notes were considered to be the Initial Promotion Commitment Tranche of the Minimum Commitment Tranche of $3.5 million. At the same time, the Company made a cash payment of $0.6 million. The entire Minimum Commitment Tranche and cash payment was initially recorded as a prepaid balance for advertising services included within prepaid expenses and other current assets. As advertising services are provided by the media company, they are recorded against the prepaid balance. At the issuance of the convertible note, a debt discount of $49.0 thousand was recorded and will be amortized over the contractual life of the convertible note. During 2020 the debt discount was fully amortized and an expense of $33.0 thousand was recognized.
Within 18 months from the effective date, the Company is obligated to issue another $2.0 million in convertible notes and $0.5 million cash payment covering advertising services, the Additional Promotion Commitment Tranche. The Additional Promotion Commitment Tranche combined with the Initial Promotion Commitment Tranche comprise the total Minimum Commitment Tranche of $3.5 million. These notes will be issued with the same terms as the previously issued convertible notes.
17
Getaround, Inc.
Notes to Consolidated Financial Statements
As there was a legal obligation to issue the convertible notes and cash payment related to the Additional Promotion Commitment Tranche, a convertible note payable and a corresponding prepaid balance for advertising services were recorded on issuance of the Initial Promotion Commitment Tranche.
Additionally, the Company is entitled to, but not obligated to, issue Notes totaling to $11.5 million in principal (Maximum Additional Promotion Commitment Amount) followed by an additional amount of at least 22.5% of that value in cash.
In June 2019, the Company issued another convertible note for a total amount of $1.5 million, in connection with the Minimum Commitment Tranche followed by an additional $0.5 million in cash. In July 2019, the Company issued an additional convertible note for a total amount of $0.4 million, in connection with the Minimum Commitment Tranche. As of September 30, 2023 and December 31, 2022, the Company had a remaining contractual debt balance of $99.0 thousand, related to the Minimum Commitment Tranche. As of September 30, 2023, the Company has used $3.3 million in advertising services.
In December 2019, in accordance with the original terms, convertible notes amounting to $1.1 million and the applicable $16.0 thousand of interest were converted into 112,718 shares of Company’s Series D Preferred Stock.
In October 2020, in accordance with the original terms, convertible notes amounting to $2.0 million and the applicable $54.0 thousand of interest were converted into 528,195 shares of Company’s Series E Preferred Stock.
In connection with the Business Combination on December 8, 2022, in accordance with the original terms, convertible notes amounting to $0.4 million and the applicable $12.0 thousand of interest were first converted into 100,951 shares of Legacy Getaround’s Series E Preferred Stock, which in turn were exchanged for 32,329 shares of the Company’s common stock.
For the three months ended September 30, 2023 and 2022, $1.0 thousand of interest expense was recognized during both periods and $4.0 thousand of interest expense was recognized for both periods for the nine months ended September 30, 2023 and 2022.
Mudrick Convertible Notes
In connection with the Business Combination in December 2022, pursuant to the convertible note subscription agreement, dated May 11, 2022, as amended December 8, 2022, by and among InterPrivate II and Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (“noteholders”), the Company issued $175 million of senior secured convertible notes (“Mudrick Convertible Notes”). The Convertible Notes accrue interest payable semi-annually in arrears on December 15 and June 15 of each year, beginning on June 15, 2023, at a rate of 8.00% per annum (if paid in cash) or 9.50% per annum (if paid in-kind). Upon the occurrence, and during the continuation, of an event of default, an additional 2.00% will be added to the stated interest rate. The Mudrick Convertible Notes will mature on December 8, 2027, unless earlier converted, redeemed or repurchased.
The Mudrick Convertible Notes are convertible at the option of the noteholders at any time until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Mudrick Convertible Notes will be settled in shares of common stock.
The indenture governing the Mudrick Convertible Notes includes restrictive covenants that, among other things, limit the ability of the Company to incur additional debt, make restricted payments and limit the ability of the Company to incur liens, in addition to a covenant to maintain a consolidated cash and cash equivalents balance in excess of $10.0 million. The indenture also contains customary events of default.
The initial conversion rate of the Mudrick Convertible Notes is 86.96 shares of Getaround common stock per $1,000 principal amount of Mudrick Convertible Notes, which is equivalent to an initial conversion price of approximately $11.50 per share. The initial conversion price is subject to a downward adjustment to 115% of the average daily volume-weighted average trading price (“VWAP”) of Getaround common stock for the 90 trading days after the closing date, subject to a minimum conversion price of $9.21 per share. The conversion price is subject to further adjustments including adjustments in connection with certain issuances or deemed issuances of common stock at a price less than the then-effective conversion price, at any time prior to the close of business on the second scheduled trading day immediately before the maturity date of the Mudrick Convertible Notes.
The Mudrick Convertible Notes are redeemable at any time by the Company, in whole but not in part, for cash, at par plus accrued and unpaid interest to, but excluding, the redemption date, plus certain make-whole premiums.
In connection with the execution of the convertible note subscription agreement, the Company agreed to issue to the noteholders, within 100 trading days following the closing date, warrants in substantially the same form as previously issued public warrants, to purchase 2,800,000 shares of the Company’s common stock at an exercise price of $11.50 (Convertible Notes Warrants).
18
Getaround, Inc.
Notes to Consolidated Financial Statements
The warrants will be exercisable for shares of the Company’s common stock having an aggregate value equal to $3.5 million, based upon a value of $1.25 per Convertible Notes Warrant. The value of the Convertible Notes Warrants will be adjusted upward or downward to reflect the VWAP reported by Bloomberg LP (subject to customary proportionate adjustments affecting the outstanding shares of the Company’s common stock) of the equivalent public warrants during the 90 trading days following the closing date, subject to a maximum upward or downward adjustment of $0.75 per Convertible Notes Warrant. As a result of the adjustment, the minimum and maximum number of Convertible Notes Warrants that the Company is obligated to issue is 1,750,000 and 7,000,000, respectively.
On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants.
Additionally, 266,156 shares of common stock were issued to Mudrick entities as Equitable Adjustment Shares in pursuant to the convertible note subscription agreement. In exchange for the issuance of the Mudrick Convertible Notes and commitment to issue warrants, the Company agreed to pay a backstop fee of $5.2 million through a reduction of proceeds. The proceeds from the issuance of the Mudrick Convertible Notes and warrant commitment liability were $169.8 million.
Upon the occurrence of a fundamental change (such as a person or group obtaining a controlling interest in the Company, sale of substantially all of the Company’s asset, liquidation of the Company, or ceasing to be listed on The New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Market or The NASDAQ Global Select Market), subject to certain conditions and limited exceptions, holders may require the Company to repurchase for cash all or any portion of the Mudrick Convertible Notes in principal amounts of $1,000 or an integral multiple thereof, at a fundamental change repurchase price equal to the principal amount of the Mudrick Convertible Notes to be repurchased plus certain make-whole premiums, plus accrued and unpaid interest to, but excluding, the repurchase date.
On June 23, 2023, and July 7, 2023 the Company received written notices from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Annual report and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.
Event of default for Mudrick Convertible Note
On August 23, 2023, and September 6, 2023, in lieu of acceleration of the repayment obligation as a result of an event of default for not timely filing the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, respectively, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent (0.50%). Following such elections, the convertible notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day.
The Mudrick Convertible Notes were accounted for at fair value with changes in fair value being recognized under Convertible Promissory Note Fair Value Adjustment within the income statement (See Note 4 — Fair Value Measurements for a discussion of fair value accounting in connection with the Mudrick Convertible Notes).
The Company’s convertible notes payable balance was as follows (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
iHeart Convertible Note |
|
$ |
99 |
|
|
$ |
99 |
|
Mudrick Convertible Notes measured at fair value |
|
|
48,880 |
|
|
|
56,743 |
|
Total Convertible Notes Payable |
|
$ |
48,979 |
|
|
$ |
56,842 |
|
19
Getaround, Inc.
Notes to Consolidated Financial Statements
Notes Payable
Prêt Guaranty par l'État (“PGE”) Loan
In response to the COVID-19 Pandemic, the French Government enacted a State Guarantee Scheme for new loans granted by financial institutions to aid French businesses from the period of March 16, 2020 through December 31, 2020. Loans cannot have a duration exceeding a period of six years from the date of the first disbursement. In November 2020, the Company entered into Loan agreements with three French lenders for a total of 4.5 million euros of notes payable. Of which, 3.0 million euros of the notes were interest free with the remaining 1.5 million euros having a 2.25% fixed interest rate and a recurring annual payment of 0.3 million euros beginning September 2021 through September 2025. The notes payable of 3.0 million euros matured during November 2021 and were to be paid in full.
During January 2021, the payment terms of the 1.5 million euros loan were amended to have a recurring quarterly payment of 75.0 thousand euros beginning September 2021 through June 2026. On July 13, 2021, the Company entered into a discussion to amend the PGE loan terms to defer first payments on 3.0 million euros of the loan due November 2021 to November 2022. Prior to the amendment, all 3.0 million euros of the loan principal was due in November 2021. The amendment to the payment terms of the PGE loan was made through two agreements. Effective August 3, 2021, the first agreement deferred a first payment, where the principal of 0.6 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 12.0 thousand euros beginning December 2022 through November 2026 and added a 0.7% fixed interest rate. Effective October 1, 2021, the second agreement deferred a first payment, where the principal of 2.4 million euros was to be paid in full, from November 2021 to be paid in monthly installments of 49.0 thousand euros beginning November 2022 through November 2026 and added a 1.44% fixed interest rate.
During December 2022, the Company recognized 51.0 thousand euros, an additional guarantee commission loan expense to the French Government paid by the French lenders on the Company’s behalf, increasing the amount owed by the Company to the French lenders.
As of September 30, 2023, 1.1 million euros, or $1.2 million was classified within short-term debt and the total remaining outstanding principal was 3.3 million euros, or $3.5 million. For the three and nine months ended September 30, 2023 and 2022, 10.4 thousand euros and 39.9 thousand euros, or $11.0 thousand and $42.2 thousand, of interest expense was recognized, respectively, and 13.4 thousand euros and 27.3 thousand euros, or $14.0 thousand and $28.5 thousand, of interest expense was recognized, respectively.
Mudrick Bridge Note
On August 7, 2023 the Company entered into a promissory note (the “Note”) with Mudrick Capital Management for an aggregate principal amount of $3 million to provide additional capital to the Company. The Note has a maturity date of September 7, 2023 (the “Maturity Date”) and bears an interest rate of 15% per annum compounded daily. The Note is unsecured, but the Company expects it to be exchanged for a similar, secured note as soon as is practicable, and such secured note may be exchanged for a new convertible promissory note or other security in connection with a larger, longer-term financing prior to the Maturity Date. If the principal and accrued interest under the Note is repaid in cash, a principal repayment premium of 100% applies.
On September 8, 2023, the Company entered into a Refinancing Transaction of the Note. In the Refinancing Transaction, among other things, (i) the Company repaid in full the principal and unpaid accrued interest under the Note with Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Bridge Noteholder”), dated August 7, 2023 and (ii) the Company received new funding in an aggregate principal amount of $15,040,685 as described below.
Mudrick Super Priority Note
On September 8, 2023, the Company issued and sold to Mudrick Capital Management L.P. on behalf of certain funds, investors, entities or accounts that are managed, sponsored or advised by Mudrick Capital Management L.P. or its affiliates (the “Purchaser”), a super priority note in an aggregate amount of $15,040,685 (the “Note”). The Note accrues interest monthly beginning on October 15, 2023, at a rate of 15.00% per annum. Upon the occurrence, and during the continuation, of an Event of Default, an additional 2.00% will be added to the stated interest rate. The Note will mature on August 7, 2024, at which time the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased.
The Company may prepay the Note at any time prior to the Maturity Date, and subject to the following exception, must prepay the balance of the Note with (a) 50% of the net proceeds received prior to, and 100% of the net proceeds received on or after, January 31, 2024 from issuances of the Company’s capital stock (excluding intra-company issuances) or issuances of Company debt by the Company or any of its subsidiaries, and (b) 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries.
20
Getaround, Inc.
Notes to Consolidated Financial Statements
The mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company in connection with a financing as described in clause (a) above.
The Company’s notes payable balances were as follows (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
PGE Loan |
|
|
3,513 |
|
|
|
4,409 |
|
Mudrick Super Priority Note (at fair value) |
|
|
14,661 |
|
|
|
— |
|
Total Notes Payable |
|
|
18,174 |
|
|
|
4,409 |
|
Less: short-term portion of PGE Loan |
|
|
(1,199 |
) |
|
|
(1,211 |
) |
Less: short-term portion of Mudrick Super Priority Note |
|
|
(14,661 |
) |
|
|
— |
|
Total Notes Payable, less current portion |
|
$ |
2,314 |
|
|
$ |
3,198 |
|
The notes payable future principal payments as of September 30, 2022 are as follows (in thousands):
Year ended December 31, |
|
|
|
|
2023 |
|
$ |
359 |
|
2024 |
|
|
15,782 |
|
2025 |
|
|
1,127 |
|
2026 |
|
|
906 |
|
Thereafter |
|
|
— |
|
Total |
|
$ |
18,174 |
|
11. Leases
The Company leases corporate office facilities, short-term parking spaces and miscellaneous office equipment under operating lease agreements. The Company’s lease agreements have terms not exceeding eight years. As of September 30, 2023, the Company does not have any finance leases.
The Company elects not to apply the lease recognition requirements to the short-term leases. Accordingly, the Company recognize lease payments related to the short-term leases in the statements of operations and comprehensive loss on a straight-line basis over the lease term which has not changed from prior recognition.
For leases with terms greater than 12 months, the Company records the related operating or finance right of use asset and lease liability at the present value of lease payments over the lease term. The Company is generally not able to readily determine the implicit rate in the lease and therefore uses the determined incremental borrowing rate at lease commencement to compute the present value of lease payments. The incremental borrowing rate represents an estimate of the market interest rate the Company would incur to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. When determining lease term, the Company considers renewal options that are reasonably certain to exercise and termination options that are reasonably certain to be exercised, in addition to the non-cancellable lease term.
Certain of the Company’s real estate leasing agreements include terms requiring the Company to reimburse the lessor for its share of real estate taxes, insurance, operating costs and utilities which are accounted for as variable lease costs when incurred since the Company has elected to not separate lease and non-lease components, and hence are not included in the measurement of lease liability.
The components of lease expense and income for the periods indicated are as follows (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Operating lease costs |
|
$ |
2,330 |
|
|
$ |
1,654 |
|
Short-term lease costs |
|
|
708 |
|
|
|
1,238 |
|
Variable lease costs(1) |
|
|
687 |
|
|
|
411 |
|
Sublease income |
|
|
(1,129 |
) |
|
|
(675 |
) |
Total Lease Costs |
|
$ |
2,596 |
|
|
$ |
2,628 |
|
21
Getaround, Inc.
Notes to Consolidated Financial Statements
Operating lease costs are included within general and administrative within the consolidated statements of operations. Short-term lease costs are included within general and administrative and operating expenses within the consolidated statements of operations. Variable lease costs are included within operating expenses, and sublease income is included within revenue within the consolidated statements of operations.
Other information related to leases for the periods indicated are as follows (in thousands):
|
|
September 30, 2023 |
|
|
Operating cash flows used for lease liabilities |
|
$ |
3,047 |
|
The weighted average remaining lease term for our operating leases was 5.8 years, and the weighted average discount rate for the Company’s operating leases was 11.6%.
The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term.
Future minimum payments under operating leases as of September 30, 2023, are as follows (in thousands):
|
|
Year ending |
|
|
From October 1, 2023 to December 31, 2023 |
|
$ |
1,021 |
|
2024 |
|
|
4,163 |
|
2025 |
|
|
4,260 |
|
2026 |
|
|
4,359 |
|
2027 |
|
|
4,460 |
|
Thereafter |
|
|
6,660 |
|
Total undiscounted future cash flows |
|
$ |
24,923 |
|
Less: Imputed interest |
|
|
(6,720 |
) |
Total |
|
$ |
18,203 |
|
12. Commitments and Contingencies
Commitments
As of September 30, 2023, there were no material changes outside the ordinary course of business to the Company’s commitments, as disclosed in the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022.
Legal Proceedings
In addition to the matters discussed below, from time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against it that could have a material adverse effect on its business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including its proprietary business information and intellectual property and that of its clients and personally identifiable information of its employees and contractors, cyber-attacks, data breaches and non‑compliance with its contractual or other legal obligations.
A liability and related charge are recorded to earnings in the Company’s consolidated financial statements for legal contingencies when the loss is considered probable, and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information, including discussion with outside legal counsel. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low-end of the range of losses is recognized if no amount within the range is a better estimate than any other. If a material loss is reasonably possible, but not probable and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. The Company expenses legal fees as they are incurred.
Kenareki Litigation
22
Getaround, Inc.
Notes to Consolidated Financial Statements
In 2020 the Company became involved in certain litigation filed by a former contractor of the Company alleging various Labor Code violations by the Company. The former contractor has asserted claims on a class wide basis and seeks to represent all California contractors and California non-exempt employees from July 2016 to the present. Based upon the Company’s investigation, the Company does not believe the plaintiff’s claims against the Company are valid, and in January of 2023 the parties reached a tentative settlement of this matter for an amount the Company does not consider to be material.
Dean Litigation
In October of 2019 two personal injury actions were filed in the San Francisco Superior Court against the Company related to a fatal accident in July of 2019 involving a car reserved through the Getaround platform, naming the driver, the vehicle owner and the Company as defendants (Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-579835; Dean v. Getaround, et al., San Francisco Superior Court Case No. CGC 19-580369). The Company and the plaintiffs have reached an agreement in principle to settle these matters for an aggregate amount that does not exceed the limits of the applicable insurance policies maintained by the Company.
Broadspire Litigation
On March 5, 2021, the Company filed a complaint against its former third-party insurance claims administrator, Broadspire Services, Inc. alleging negligence and breach of contract leading to losses suffered by the Company (Getaround v. Broadspire, San Francisco Superior Court Case No. CGC-21-590022). The defendant filed a cross-complaint for amounts allegedly owed by the Company for services rendered by Broadspire. The Court has set a trial date of January 22, 2024. Based upon our investigation, we do not believe Broadspire will recover on its claims against the Company in the cross-complaint and we intend to vigorously defend against such claims.
Garfield Litigation
In April of 2023, an action for attorneys’ fees and expenses was filed in the Court of Chancery for the State of Delaware against the Company (Garfield v. Getaround, Court of Chancery for the State of Delaware C.A. # 2023-0445-MTZ). The complaint alleges the plaintiff was a stockholder of InterPrivate II Acquisition Corp. (“IPVA”) who proposed certain amendments to IPVA’s certificate of incorporation, which, if implemented, would enable IPVA to avoid violating provisions of the Delaware General Corporation Law regarding corporate voting structures. The complaint further alleges such amendments were enacted in response to the plaintiff’s notice, and the plaintiff is therefore entitled to receive an award of attorneys’ fees and expenses from the Company as IPVA’s successor-in-interest, under the Court of Chancery's "corporate benefit" doctrine. The Company intends to continue to defend itself vigorously against this complaint.
As of March 31, 2023 and December 31, 2022, the Company had accrued $1.4 million related to various pending claims and legal actions. The Company does not believe that a material loss in excess of these accrued amounts is reasonably possible.
Indemnification
The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified parties for certain losses suffered or incurred by the indemnified party. In some cases, the term of these indemnification agreements is perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future but have not yet been made.
The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. To date the Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.
13. Income Taxes
The Company's effective tax rate from continuing operations was 1.0% percent for the three months ended September 30, 2023 and 0.6% for the three months ended September 30, 2022. The Company's effective tax rate from continuing operations was 0.8% for the nine months ending September 30, 2023 and 0.6% for the nine months ending September 30, 2022. The Company's full allowance in the United States and various other foreign jurisdictions caused the quarterly effective tax rate to be different from the U.S. federal statutory tax rate.
23
Getaround, Inc.
Notes to Consolidated Financial Statements
The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s condensed consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its condensed consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no unrecognized tax benefits as of September 30, 2023 and September 30, 2022.
14. Stock-Based Compensation
Restricted Stock Units
Restricted stock units (RSUs) activity for the nine months ended September 30, 2023 is as follows:
|
|
Number of |
|
|
Weighted- |
|
||
Balance, December 31, 2022 |
|
|
3,450,792 |
|
|
$ |
8.52 |
|
RSUs granted |
|
|
2,358,777 |
|
|
|
0.43 |
|
RSUs vested |
|
|
(1,149,576 |
) |
|
|
5.57 |
|
RSUs canceled |
|
|
(485,261 |
) |
|
|
8.70 |
|
Balance, September 30, 2023 |
|
|
4,174,732 |
|
|
$ |
4.74 |
|
Stock Options
Stock option activity for the nine months ended September 30, 2023 (in thousands, except share amounts and per unit data) is as follows:
|
|
Number of |
|
|
Weighted- |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Balance, December 31, 2022 |
|
|
5,134,332 |
|
|
$ |
3.40 |
|
|
|
6.50 |
|
|
$ |
61 |
|
Options granted |
|
|
4,490,000 |
|
|
|
0.27 |
|
|
|
9.14 |
|
|
|
359 |
|
Options exercised |
|
|
— |
|
|
|
0.00 |
|
|
|
— |
|
|
|
— |
|
Options expired |
|
|
(331,091 |
) |
|
|
3.68 |
|
|
|
— |
|
|
|
— |
|
Options forfeited |
|
|
(342,085 |
) |
|
|
2.57 |
|
|
|
— |
|
|
|
14 |
|
Balance, September 30, 2023 |
|
|
8,951,156 |
|
|
$ |
1.83 |
|
|
|
8.05 |
|
|
$ |
377 |
|
Vested and Exercisable, |
|
|
3,556,336 |
|
|
|
2.82 |
|
|
|
5.60 |
|
|
|
59 |
|
Vested and Exercisable and Expected to Vest, |
|
|
8,951,156 |
|
|
$ |
1.83 |
|
|
|
8.05 |
|
|
$ |
377 |
|
The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair value of the Company’s common stock. The total intrinsic value for stock options exercised during the nine months ended September 30, 2023 and 2022 was $1.0 thousand and $0.1 million, respectively. The fair value of awards vested during the nine months ended September 30, 2023 and 2022 was $3.1 million and $3.4 million, respectively.
24
Getaround, Inc.
Notes to Consolidated Financial Statements
The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2023 and 2022 was $0.18 and $3.08, respectively.
The following table summarizes the weighted-average assumptions used in the valuation of stock options granted:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Expected volatility (%) |
|
|
81.4 |
% |
|
|
77.7 |
% |
Risk-free interest rate (%) |
|
|
3.6 |
% |
|
|
2.9 |
% |
Expected dividend yield |
|
|
— |
|
|
|
— |
|
Expected term (years) |
|
|
6.0 |
|
|
|
6.0 |
|
The Company recognized stock-based compensation expense related to stock options of $0.8 million and $1.0 million for the three months ended September 30, 2023 and 2022, respectively, and $2.8 million and $4.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Sales and marketing |
|
$ |
10 |
|
|
$ |
200 |
|
|
$ |
42 |
|
|
$ |
731 |
|
Operations |
|
|
133 |
|
|
|
199 |
|
|
|
500 |
|
|
|
729 |
|
Technology and product development |
|
|
88 |
|
|
|
267 |
|
|
|
295 |
|
|
|
988 |
|
General and administrative |
|
|
531 |
|
|
|
319 |
|
|
|
1,925 |
|
|
|
1,526 |
|
Total |
|
$ |
762 |
|
|
$ |
985 |
|
|
$ |
2,762 |
|
|
$ |
3,974 |
|
As of September 30, 2023, there was $6.0 million of total unrecognized compensation cost related to unvested stock options granted under the plan that is expected to be recognized over a weighted-average period of 0.39 years.
The Company recognized stock-based compensation expense related to RSUs of $2.9 million and $0.3 million for the three months ended September 30, 2023 and 2022, respectively, and $7.2 million and $1.0 million for the nine months ended September 30, 2023 and 2022, respectively. This expense was included in the consolidated statements of operations and comprehensive loss as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Sales and marketing |
|
$ |
92 |
|
|
$ |
59 |
|
|
$ |
313 |
|
|
$ |
181 |
|
Operations |
|
|
404 |
|
|
|
58 |
|
|
|
1,475 |
|
|
|
187 |
|
Technology and product development |
|
|
1,042 |
|
|
|
78 |
|
|
|
2,931 |
|
|
|
395 |
|
General and administrative |
|
|
1,249 |
|
|
|
94 |
|
|
|
2,473 |
|
|
|
207 |
|
Total |
|
$ |
2,787 |
|
|
$ |
289 |
|
|
$ |
7,192 |
|
|
$ |
970 |
|
As of September 30, 2023, there was $17.5 million of total unrecognized compensation cost related to unvested RSUs that is expected to be recognized over a weighted-average period of 1.45 years.
Management Alignment Plan
In September 2020, the Company adopted a Management Alignment Plan, which, in the event of change in control, as defined in Treasury Regulation Section 1.409A-3(i)(5)(i), provides certain Company founders and certain critical service providers with an option to receive bonus payments in connection with that event. Management Alignment Plan contemplates a total of 1,200 participating units with value equal to the lesser of (a) 6% of the value of a transaction that gives rise to the change in control event, and (b) $15.0 million. Each unit shall have equal individual value. The Management Alignment Plan was terminated in connection with the Business Combination and no payments have been made under this plan. No amounts have been accrued for potential payments under the Management Alignment Plan as of September 30, 2023 and December 31, 2022 as a change in control was not deemed probable.
25
Getaround, Inc.
Notes to Consolidated Financial Statements
Early Exercise of Nonvested Options
At the discretion of the board of directors, certain options may be exercisable immediately at the date of grant but are subject to a repurchase right, under which the Company may buy back any unvested shares at their original exercise price in the event of an employee’s termination prior to full vesting. The consideration received for an exercise of an unvested option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. The liabilities are reclassified into equity as the awards vest. As of September 30, 2023 and December 31, 2022, there were no shares early-exercised stock options.
15. Warrants
Upon the closing of the Business Combination, Legacy Getaround’s common stock warrants and convertible redeemable preferred stock warrants were exercised for Legacy Getaround common stock and redeemable preferred common stock, respectively, and subsequently converted into Getaround common stock.
Please refer to the table below for detail of warrant liability by type of warrant (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Private warrants |
|
$ |
78 |
|
|
$ |
247 |
|
Total |
|
$ |
78 |
|
|
$ |
247 |
|
Number of outstanding warrants as of September 30, 2023 and December 31, 2022 was as follows:
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Private warrants |
|
|
4,616,667 |
|
|
|
4,616,667 |
|
Public warrants |
|
|
12,175,000 |
|
|
|
5,175,000 |
|
InterPrivate II Public and Private Warrants
Upon the Closing, there were 5,175,000 and 4,616,667 outstanding public and private warrants, respectively, to purchase shares of the Company’s common stock that were issued by InterPrivate II prior to the Business Combination. Each whole warrant entitles the registered holder to purchase one whole share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed below, 30 days after the Business Combination, provided that the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. The warrants will expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the public warrants, except that the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor, one of InterPrivate II’s directors or any of its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.
The Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20-trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a cashless basis. In no event will the Company be required to net cash settle the warrant exercise.
Convertible Notes Warrants
On May 4, 2023, the Company issued 7,000,000 warrants to holders of Mudrick Convertible Notes, according to the terms of the convertible note subscription agreement. The Convertible Notes Warrants are in substantially the same form as the public warrants, and are aggregated with the public warrants.
At September 30, 2023, outstanding public and private warrants were 12,175,000 and 4,616,667, respectively. The public warrants are equity-classified and private warrants are liability-classified.
26
Getaround, Inc.
Notes to Consolidated Financial Statements
16. Earnings (Loss) per Share
The following table provides the computation of net loss per share and weighted average shares of the Company’s common stock outstanding during the periods presented (in thousands, except share and per share amount):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Net loss |
|
$ |
(27,346 |
) |
|
$ |
(32,419 |
) |
|
$ |
(80,414 |
) |
|
$ |
(100,583 |
) |
Basic and diluted weighted average common stock outstanding |
|
|
93,204,630 |
|
|
|
23,503,419 |
|
|
|
92,707,994 |
|
|
|
22,792,211 |
|
Basic and diluted net loss per share |
|
$ |
(0.29 |
) |
|
$ |
(1.38 |
) |
|
$ |
(0.87 |
) |
|
$ |
(4.41 |
) |
Since the Company was in a loss position for the period ended September 30, 2023 and 2022, basic net loss per share was the same as diluted net loss per share for the period presented.
The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in whole shares):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Convertible redeemable preferred stock |
|
|
— |
|
|
|
40,293,530 |
|
Stock options and restricted stock units outstanding(1) |
|
|
13,125,888 |
|
|
|
9,568,764 |
|
Warrants for convertible redeemable preferred stock |
|
|
— |
|
|
|
9,050,124 |
|
Warrants for common stock |
|
|
— |
|
|
|
119,888 |
|
Shares reserved for future award issuance |
|
|
— |
|
|
|
2,562,219 |
|
Private Warrants |
|
|
4,616,667 |
|
|
|
— |
|
Public Warrants |
|
|
12,175,000 |
|
|
|
— |
|
Shares for Mudrick Convertible Notes |
|
|
19,001,085 |
|
|
|
— |
|
Shares for Mudrick PIK Notes |
|
|
79,534 |
|
|
|
— |
|
Total |
|
|
48,998,174 |
|
|
|
61,594,525 |
|
The Company has reserved shares for the 2022 Employee Stock Purchase Plan, however, there have been no employee contributions to such plan as of September 30, 2023. The Company also has shares reserved in connection with Earnout Shares under the Business Combination, however, as of September 30, 2023, none of the share-price targets were satisfied. The Company has shares reserved in connection with the 2022 Equity Incentive Plan, however, options considered for dilutive EPS are only those granted.
17. Segment and Geographical Area Information
Segment Information
Operating segments are defined as components of an entity for which separate financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.
As such, the Company has determined that it operates as one operating segment.
27
Getaround, Inc.
Notes to Consolidated Financial Statements
Geographical Area Information
The table below summarizes the Company’s long-lived assets, which are comprised of property, equipment and operating lease right-of-use assets, net of accumulated depreciation, by geographical area:
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
United States |
|
$ |
20,000 |
|
|
$ |
22,039 |
|
Europe |
|
|
1,766 |
|
|
|
1,696 |
|
Total |
|
$ |
21,766 |
|
|
$ |
23,735 |
|
(See Note 5 – Revenue for the Company’s revenues disaggregated by geography).
18. Subsequent Events
Lease Agreement for Company Headquarters in San Francisco, California
The Company has not paid the lease payments due in October, November and December of 2023 in accordance with the lease agreement for the Company's headquarters in San Francisco, California. On October 19, 2023, subsequent to delivering a Lease Termination Offer to the landlord, $3.6 million in restricted cash was released to the landlord in response to the landlord's request pursuant to an irrevocable letter of credit provided to the landlord in connection with the lease agreement, The Company has adopted a "remote first" work policy in the spring of 2020, and does not rely on the headquarters facility for any material part of its operations.
Additional Financing
On December 11, 2023 the Company and the Purchaser amended and restated the super priority note in an aggregate amount of $15,040,685 entered into by such parties on September 8, 2023 to reflect an increased aggregate principal amount of $18,635,500, which is comprised of the original $15,040,685 principal amount, $594,815 in accrued interest as of December 11, 2023, and an additional principal amount of $3,000,000 to provide additional capital to the Company (the "Amended and Restated Note"). The Amended and Restated Note accrues interest monthly beginning on December 11, 2023, at a rate of 15.00% per annum, which interest rate, upon the occurrence, and during the continuation, of an Event of Default, will be increased by 2.00%. The Amended and Restated Note was issued pursuant to a subscription agreement dated September 8, 2023, and an incremental subscription agreement dated December 11, 2023 (the "Incremental Subscription Agreement), in each case by and between the Purchaser and the Company. The Company may request the Purchaser to purchase up to an additional $17,000,000 in aggregate principal amount under the Amended and Restated Note, subject to certain conditions. A copy of the Incremental Subscription Agreement is attached to this Report as Exhibit 10.2, and a copy of the Amended and Restated Note is attached to this Report as Exhibit 10.2(a), and each is incorporated by reference herein.
The Amended and Restated Note will mature on August 7, 2024, at which time 108% of the principal and accrued interest will become due, payable in cash, unless earlier redeemed or repurchased. The Amended and Restated Note is a senior secured obligation of the Company, guaranteed by certain of its subsidiaries and secured by collateral consisting of substantially all of the assets of the Company and its subsidiary guarantors.
The Company may prepay the Amended and Restated Note at any time prior to its maturity date, and subject to the following exception, must prepay the balance of the Note with (a) 50% of the net proceeds received prior to, and 100% of the net proceeds received on or after, January 31, 2024 from issuances of the Company’s capital stock (excluding intra-company issuances) or issuances of Company debt by the Company or any of its subsidiaries, and (b) 100% of the net proceeds of any sale, or similar disposition, of the Company or any of its subsidiaries. The mandatory prepayments set forth above do not apply to the first $10.0 million of net proceeds received by the Company in connection with a financing as described in clause (a) above.
Event of Default for Mudrick Convertible Note
On October 11, 2023 the Company received a written notice from U.S. Bank Trust Company, National Association, in its capacity as trustee under the indenture governing the Mudrick Convertible Notes, for its failure to comply with the covenant of timely filing the Annual report and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the "Q2 Event of Default").
On December 6, 2023, in lieu of acceleration of the repayment obligation as a result of the Q2 Event of Default, the Company elected to pay additional interest on the notes at a rate per annum equal to (a) one quarter of one percent (0.25%) of the principal amount for the first ninety (90) days during which the event of default continues, and, thereafter, (b) one half of one percent (0.50%) of the principal amount for the ninety first (91st) through the one hundred and eightieth (180th) day during which the event of default continues, provided, however, that in no event will any such special interest accrue on any day at a combined rate per annum that exceeds one half of one percent (0.50%).
28
Getaround, Inc.
Notes to Consolidated Financial Statements
Following such elections, the convertible notes will be subject to acceleration from, and including, the one hundred and eighty first (181st) calendar day on which such event of default has occurred and is continuing or if the Company fails to pay any accrued and unpaid special interest when due. Special interest will cease to accrue from, and including, the earlier of (x) the date such event of default is cured or waived and (y) such one hundred and eighty first (181st) calendar day.
There have been no other events or transactions that occurred subsequently that require recognition or disclosure.
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion and analysis should be read together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and 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. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “our,” “us,” the “Company” or “Getaround” refer to the business and operations of Getaround, Inc., a Delaware corporation ("Legacy Getaround") prior to the Closing and to the business and operations of Getaround following the Closing.
Overview
Getaround is a global carsharing marketplace, powered by proprietary technology designed to make sharing cars simple, digital, on-demand, and automated. We reimagined the traditional car ownership model by empowering consumers, whom we refer to as our guests, to instantly and conveniently access safe, affordable and desirable cars they need while providing earnings potential to car owners who supply them, whom we refer to as our hosts. Our marketplace is designed to allow for a fully digital and contactless experience, without guests needing to wait in line at a car rental facility, manually fill out any paperwork, or meet anyone in person to exchange keys. Since launching in 2011, we have been focused on building and innovating our digital carsharing marketplace in the United States and internationally. As of September 30, 2023, our platform supports approximately 2.0 million unique guests and has approximately 80,000 active cars in more than 1,000 cities across 8 countries worldwide, including in the United States and across Europe.
We believe booking and sharing cars should be a frictionless and hassle-free experience. Our proprietary cloud-based platform, which we call the Getaround Connect Cloud Platform, creates a digital experience that makes it easy for guests to find cars nearby, and for hosts to share their cars with guests, in both high and low population-density geographies. To date, we have facilitated approximately 7.7 million carsharing trips and our hosts have earned more than $500 million via our marketplace, leading the digital transformation of carsharing with 20 times as many connected cars on our network as compared to our closest competitor as of 2022, according to our estimates.
We have established a broad network of loyal hosts and guests on our platform. Hosts benefit from low entry costs, digital fleet management, and dynamic pricing algorithms and optimization informed through data analytics. Guests benefit from an easy-to-use platform, the ability 24/7 to book cars located nearby by the hour or day, and a contactless booking, pickup and return experience, eliminating the need for in-person interaction. We leverage our powerful technology platform, our scaled network, and the rich data captured from trips to derive insights and to innovate in order to provide hosts and guests an offering that we believe is superior.
Recent Developments
Acquisition of HyreCar. On May 16, 2023, we entered into a definitive agreement to acquire substantially all assets of California-based HyreCar, a premier gig carsharing marketplace, for total consideration of $8.13 million, subject to customary adjustments. The transaction is anticipated to bolster our leadership position in gig carsharing, while leveraging our technology and platform to enable further scale. We believe the acquired assets will include the most synergistic and accretive portions of HyreCar’s business, including access to thousands of cars and tens of thousands of gig drivers in a quickly-growing segment of carsharing.
Additional Financing. The information provided under the caption, "Additional Financing" in Note 18 - Subsequent Events is incorporated by reference herein.
Event of Default for Mudrick Convertible Note. The information provided under the caption, "Event of Default for Mudrick Convertible Note" in Note 18 - Subsequent Events is incorporated by reference herein.
30
Our Revenue Model
We operate a carsharing marketplace and generate revenue from fees charged to guests as well as subscriptions charged to hosts. A significant majority of our revenue in any period depends on a large number of Powerhosts, which we define as any host with three or more active cars in our marketplace. Getaround prices trips dynamically on the platform, leveraging our extensive repository of connected car data from the hundreds of millions of miles driven on our platform to intelligently price the risks of the trip, the market and the guest.
Our pricing system is designed to optimize each individual transaction value by balancing supply and demand information and utilizing dynamic pricing features that depend on multiple transaction attributes, such as trip length and location. The use of dynamic pricing features varies across geographies, as slightly different strategies are appropriate for different regions. In some geographies, all pricing is dynamically priced on a per trip basis, and varies by time of day, day of week, vehicle details, geography, historical demand and supply levels, among other factors. Hosts control the pricing of this model by setting a minimum daily rate for their vehicle, as well as other inputs such as the minimum trip duration. In other geographies, hosts have the option of using our pricing system to dynamically set prices on their vehicle, or to more specifically control prices directly on a per-day basis. If they choose to set prices themselves per-day, the system still provides personalized suggestions for pricing, based on a similar set of attributes and historical data as our fully dynamic model would do. Through these processes both the fee we charge the guest for usage of the vehicle subject to a booking, or the “Trip Price,” and in certain related fees, or “Trip-related Fees,” charged to the guest are capable of being set dynamically. Our pricing system also allows hosts in any geography to significantly increase their revenue yield by varying the Trip Price according to local supply and demand dynamics while Trip-related Fees, such as the booking fee and optional protection plans, are controlled by our pricing system based on a model that determines the risk profile of a trip, according to a number of risk factors such as lead time, trip duration, and an array of other factors. In some cases, prices for Trip-related Fees are set to offset the expected increased cost to the platform from riskier trips. Additionally, our dynamic pricing may improve revenue yield by incentivizing guests to book longer trips, thereby increasing the average order value and associated service revenue and host earnings.
The subscriptions that we charge to hosts vary by geography and typically include a Connect Subscription to access our connected car technology and may also include a Parking Subscription. Fees charged to hosts are independent of booking activity.
The revenue-generating components of a booked trip within our two-sided marketplace include:
Accordingly, under our model, our revenue consists of the commission that we charge to the host and 100% of the Trip-related Fees, which are net of reimbursements that may have been passed through to the host.
The table below shows the components of an illustrative booked trip, which is typically less than one day. Gross Booking Value and Net Marketplace Value in the table below exclude subscriptions charged to hosts and also exclude reductions in revenue resulting from incentive and refund payments made to hosts and guests. See the sections titled “— Key Business Metrics” and “— Non-GAAP Financial Measures” below for more information on the calculation of these metrics. For illustration purposes, we included a common reimbursement line item for incidental charges and an example of a local sales tax (which we collect and remit to local authorities in certain jurisdictions).
31
Illustrative Trip Example
Guest |
|
|
|
|
Trip Price (dynamic) |
|
$ |
100.00 |
|
Plus: Trip-related Fees (including risk-based fees) |
|
|
25.00 |
|
Plus: Host reimbursements |
|
|
5.00 |
|
Plus: Taxes (as applicable, pass-through) |
|
|
7.50 |
|
Total (Gross Booking Value) |
|
$ |
137.50 |
|
|
|
|
|
|
Host |
|
|
|
|
Trip Price (dynamic) |
|
$ |
100.00 |
|
Plus: Host reimbursements |
|
|
5.00 |
|
Less: Commission paid to Getaround |
|
|
(40.00 |
) |
Total |
|
$ |
65.00 |
|
|
|
|
|
|
Getaround |
|
|
|
|
Commission paid to Getaround |
|
$ |
40.00 |
|
Plus: Trip-related Fees (including risk-based fees) |
|
|
25.00 |
|
Total (Net Marketplace Value) |
|
$ |
65.00 |
|
Components of Results of Operations
Total Revenues
We have three revenue streams: Carsharing Revenue, Connect Subscription Revenue, and Parking Revenue.
We generate substantially all of our revenue from our peer-to-peer carsharing marketplace platform that connects hosts and guests. We refer to that revenue stream as “Carsharing Revenue.” Carsharing Revenue is derived from trip reservation and other trip fees collected from guests who book and rent vehicles from the hosts through our platform at a mutually agreed upon rate. Within Europe, we are an intermediary of a sale of third-party vehicle insurance coverage to the guests during the booking process. We charge a nominal amount in exchange for being the intermediary in the sales transaction. Carsharing Revenue is presented net of payments due to hosts given that we act as an intermediary in the arrangement between the host and the guest.
We generate additional revenue from hosts’ subscriptions for the use of IoT hardware devices installed in certain cars, including the Getaround Connect IoT device. We refer to that revenue stream as “Connect Subscription Revenue”.
Carsharing Revenue and Connect Subscription Revenue are presented on a combined basis as “Service revenue” in our consolidated financial statements. Carsharing revenue represents substantially all of our Service Revenue as Connect Subscription Revenue has not been material in the periods presented.
The principal drivers of fluctuations in our Service revenue from period to period are our directed revenue management efforts, such as deliberate changes in pricing and availability optimization, and to a lesser extent, changes in the relative mix of cars on our marketplace, the relative mix of customer-specific use cases at a point in time (e.g., vacation travels and local trips), the scale of different cities across North America and Europe, foreign currency exchange rates, and the local pricing optimizations performed on a per-car and per-trip basis by our dynamic pricing system.
We also generate revenue by subleasing, on a monthly basis, dedicated parking spaces to our hosts. We refer to that revenue stream as “Parking revenue” and present it as “Lease revenue” in our consolidated financial statements.
Our Total Revenues are presented net of incentives and refunds. Please refer to Note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included in our Annual Report on Form 10-K for additional details on our revenue recognition policy.
Costs and Expenses
Cost of Revenue (exclusive of depreciation and amortization)
Cost of Revenue includes payment-processing fees, server hosting charges, and chargebacks associated with operating our platform. Cost of revenue (exclusive of amortization and depreciation) captures the costs directly related to and necessary for realization of transactions between the hosts and the guests through Company’s marketplace platform, other than the amortization of 28 its platform technology. Cost of Revenue does not include depreciation and amortization. Cost of Revenue (exclusive of depreciation and amortization) may vary as a percentage of Total Revenues from year to year depending on booking activity on our marketplace.
32
Sales and Marketing
Sales and marketing expenses consist primarily of online digital advertising, brand advertising, out of home and outdoor advertising, market research, agency costs, trade shows and other events, public relations, and compensation and related personnel costs of our salesforce and marketing teams. We expect that our sales and marketing expense will vary from period to period as a percentage of net revenue for the foreseeable future.
Operations and Support
Operations and support expense primarily consists of trip support costs, compensation and related expenses of operations personnel, driver’s license and identity checks, parking space lease expense, onboarding expenses and other operating costs. Trip support costs consist of auto insurance, insurance claims support and customer relations costs.
We expect that our operations and support costs will continue to increase for the foreseeable future to the extent that we continue to see growth in our key business metrics. Operations and support expenses may vary as a percentage of Total Revenues from year to year.
Technology and Product Development
Technology and product development expenses consist primarily of prototypes, product testing and testing equipment, and compensation and related personnel costs associated with the development, testing and maintenance of our software, hardware, and user experience. We expect that our technology and product development expenses will vary from period to period as a percentage of Total Revenues for the foreseeable future.
General and Administrative
General and administrative expenses consist primarily of office space and facilities, non-auto insurance, professional services, business tools and subscriptions, bad debt and compensation and related personnel costs of our administrative teams. We expect that we will incur additional general and administrative expenses as a result of operating as a public company. We expect that our general and administrative expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.
Depreciation and Amortization
Depreciation and amortization expenses consist of the associated depreciation and amortization of computer equipment, vehicles and vehicle equipment, office furniture and equipment, leasehold improvements, and intangibles and the impairment of long-lived assets. We expect that our depreciation and amortization expenses will vary as a percentage of Total Revenues from period to period over the short term and decrease as a percentage of Total Revenues over the long term.
Convertible Promissory Note and Securities Fair Value Adjustment
Certain debt instruments issued by Getaround are carried at fair value on our balance sheet. Changes in fair value of those instruments are captured in our results of operation. Convertible promissory note and securities fair value adjustment consists of unrealized gains and losses as a result of marking our convertible promissory notes to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such instruments until each respective instrument is exercised, repaid, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 - Fair Value Measurement to our consolidated financial statements included herein.
Note Payable Fair Value Adjustment
Certain debt instruments issued by Getaround are carried at fair value on our balance sheet. Changes in fair value of those instruments are captured in our results of operation. Note payable fair value adjustment consists of unrealized gains and losses as a result of marking our note payable to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such instruments until each respective instrument is exercised, repaid, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 - Fair Value Measurement to our consolidated financial statements included herein.
Warrant Liability Fair Value Adjustment
33
Certain warrants issued by Getaround are deemed to be a liability for accounting purposes and are therefore carried at fair value on our balance sheet. Changes in the fair value of those liabilities are captured in our results of operations. Warrant liability fair value adjustment consists of unrealized gains and losses as a result of marking our liability classified warrants to fair market value at the end of each reporting period. We will continue to recognize changes in the fair value of such warrants until each respective warrant is exercised, expired, or qualifies for equity classification. For additional information on securities carried at fair value and fair value measurement please refer to Note 4 – Fair Value Measurement to our consolidated financial statements included herein.
Interest Expense, Net
Interest expense is associated with our outstanding debt, including amortization of debt discounts and issuance costs.
Other Income (Expense), Net
Other income (expense), net consists of various, individually immaterial items that are not directly related to operations of Getaround.
Income Tax Benefit
Income tax benefit consists primarily of income taxes in certain foreign and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.
34
Results of Operations
Comparison of the three months ended September 30, 2023 and 2022
The results of operations presented below should be reviewed in conjunction with the unaudited interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.
The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Service revenue |
|
$ |
23,387 |
|
|
$ |
16,355 |
|
Lease revenue |
|
|
412 |
|
|
|
383 |
|
Total Revenues |
|
$ |
23,799 |
|
|
$ |
16,738 |
|
Costs and Expenses |
|
|
|
|
|
|
||
Cost of revenue (exclusive of depreciation and amortization): |
|
|
|
|
|
|
||
Service |
|
$ |
1,920 |
|
|
$ |
1,439 |
|
Lease |
|
|
32 |
|
|
|
33 |
|
Sales and marketing |
|
|
4,118 |
|
|
|
6,577 |
|
Operations and support |
|
|
16,874 |
|
|
|
14,455 |
|
Technology and product development |
|
|
4,156 |
|
|
|
4,665 |
|
General and administrative |
|
|
11,662 |
|
|
|
11,080 |
|
Depreciation and amortization |
|
|
4,135 |
|
|
|
2,322 |
|
Total Operating Expenses |
|
$ |
42,897 |
|
|
$ |
40,571 |
|
Loss from Operations |
|
$ |
(19,098 |
) |
|
$ |
(23,833 |
) |
Other Income (Expense) |
|
|
|
|
|
|
||
Convertible promissory note fair value adjustment |
|
|
(8,441 |
) |
|
|
2,140 |
|
Note payable fair value adjustment |
|
|
(245 |
) |
|
|
— |
|
Warrant fair value adjustment |
|
|
36 |
|
|
|
(8,804 |
) |
Interest income (expense), net |
|
|
222 |
|
|
|
(2,660 |
) |
Other income (expense), net |
|
|
(64 |
) |
|
|
572 |
|
Total Other Income (Expense) |
|
$ |
(8,492 |
) |
|
$ |
(8,752 |
) |
Loss, before benefit for income taxes |
|
|
(27,590 |
) |
|
|
(32,585 |
) |
Income Tax Benefit |
|
|
(244 |
) |
|
|
(166 |
) |
Net Loss |
|
$ |
(27,346 |
) |
|
$ |
(32,419 |
) |
Change in fair value of the convertible instrument liability |
|
|
15,628 |
|
|
|
— |
|
Foreign Currency Translation Loss |
|
|
(2,111 |
) |
|
|
(8,047 |
) |
Comprehensive Loss |
|
$ |
(13,829 |
) |
|
$ |
(40,466 |
) |
35
The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Service revenue |
|
|
98 |
% |
|
|
98 |
% |
Lease revenue |
|
|
2 |
% |
|
|
2 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
Costs and Expenses |
|
|
|
|
|
|
||
Cost of revenue (exclusive of depreciation and |
|
|
|
|
|
|
||
Service |
|
|
8 |
% |
|
|
9 |
% |
Lease |
|
|
0 |
% |
|
|
0 |
% |
Sales and marketing |
|
|
17 |
% |
|
|
39 |
% |
Operations and support |
|
|
71 |
% |
|
|
86 |
% |
Technology and product development |
|
|
17 |
% |
|
|
28 |
% |
General and administrative |
|
|
49 |
% |
|
|
66 |
% |
Depreciation and amortization |
|
|
17 |
% |
|
|
14 |
% |
Total Operating Expenses |
|
|
180 |
% |
|
|
242 |
% |
Loss from Operations |
|
|
(80 |
)% |
|
|
(142 |
)% |
Other Income (Expense) |
|
|
|
|
|
|
||
Convertible promissory note fair value adjustment |
|
|
(35 |
)% |
|
|
13 |
% |
Note payable fair value adjustment |
|
|
(1 |
)% |
|
|
— |
% |
Warrant fair value adjustment |
|
|
0 |
% |
|
|
(53 |
)% |
Interest income (expense), net |
|
|
1 |
% |
|
|
(16 |
)% |
Other income (expense), net |
|
|
0 |
% |
|
|
(3 |
)% |
Total Other Income (Expense) |
|
|
(36 |
)% |
|
|
(52 |
)% |
Loss, before benefit for income taxes |
|
|
(116 |
)% |
|
|
(195 |
)% |
Income Tax Benefit |
|
|
(1 |
)% |
|
|
(1 |
)% |
Net Loss |
|
|
(115 |
)% |
|
|
(194 |
)% |
Change in fair value of the convertible instrument liability |
|
|
66 |
% |
|
|
0 |
% |
Foreign Currency Translation Loss |
|
|
(9 |
)% |
|
|
(48 |
)% |
Comprehensive Loss |
|
|
(58 |
)% |
|
|
(242 |
)% |
Total Revenues
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Service revenue |
|
$ |
23,387 |
|
|
$ |
16,355 |
|
|
$ |
7,032 |
|
|
|
43 |
% |
Lease revenue |
|
|
412 |
|
|
|
383 |
|
|
|
29 |
|
|
|
8 |
% |
Total revenue |
|
$ |
23,799 |
|
|
$ |
16,738 |
|
|
$ |
7,061 |
|
|
|
42 |
% |
For the three months ended September 30, 2023, the Company’s total revenues increased by $7.1 million, or 42%, compared to the prior year. This change was primarily driven by incremental Service revenue of $7.8 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Additionally overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) for risk and pricing optimization aimed to improve the trust, safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI we expect that insurance and claims costs will be reduced by up to 50%.
Service revenue increased by $7.0 million, or 43%, driven primarily by incremental Service revenue of $7.8 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Furthermore, our overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. Additionally, we reduced incentives to attract new customers onto the marketplace, a contra-revenue component of our Service revenue, by $2.1 million. These increases were partially offset by the temporary impact of our Getaround TrustScore. Release of the latest version of our TrustScore resulted in an overall reduction of rented hours and a corresponding reduction in Service revenue generated by lower trust, higher risk Guests.
36
We expect that this reduction will be more than offset by a reduction in the claims and/or other Trip support costs in the coming period. See “Key Business Metrics” below for a discussion of GBV.
Lease revenue increased by a total of $29.0 thousand, or 8%, primarily due to Hosts’ greater utilization of parking locations within our marketplace of parking providers.
Cost of Revenue (exclusive of depreciation and amortization)
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Service |
|
$ |
1,920 |
|
|
$ |
1,439 |
|
|
$ |
481 |
|
|
|
33 |
% |
Lease |
|
|
32 |
|
|
|
33 |
|
|
|
(1 |
) |
|
|
(3 |
)% |
Total cost of revenue |
|
$ |
1,952 |
|
|
$ |
1,472 |
|
|
$ |
480 |
|
|
|
33 |
% |
Percentage of total revenues |
|
|
8 |
% |
|
|
9 |
% |
|
|
|
|
|
|
||
Total cost of revenue (exclusive of depreciation and amortization) increased $0.5 million, or 33%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall platform traffic, including research and development activities, on our platform that impacts the hosting charges. The overall increase is largely attributable to the augmentation of our operations in connection with the 2023 Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein).
Sales and Marketing
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Sales and marketing |
|
$ |
4,118 |
|
|
$ |
6,577 |
|
|
$ |
(2,459 |
) |
|
|
(37 |
)% |
Percentage of total revenues |
|
|
17 |
% |
|
|
39 |
% |
|
|
|
|
|
|
||
Sales and marketing expense decreased $2.5 million, or 37% for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily attributable to a decrease of $1.5 million in advertising and related expenses, as well as to a $1.0 million decrease in compensation expense, of which $0.2 million is related to a decrease in stock-based compensation expense, as a result of the restructuring plan we commenced executing early in the year.
37
Operations and Support
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Operations and support |
|
$ |
16,874 |
|
|
$ |
14,455 |
|
|
$ |
2,419 |
|
|
|
17 |
% |
Percentage of total revenues |
|
|
71 |
% |
|
|
86 |
% |
|
|
|
|
|
|
||
Operations and support expenses increased $2.4 million, or 17%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was primarily attributable to a $1.0 million increase in compensation expense, $0.3 of which is related to an increase in stock-based compensation expense, driven primarily by acquisition of key employees of HyreCar Inc., and a $1.6 million net increase in insurance and claims expenses driven primarily by a $3.8 million of incremental claims expense arising from the addition of operations resulting from the 2023 Business Combination in which we acquired substantially all assets of HyreCar Inc.(see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by improvements in operations and support costs driven by Getaround TrustScore.
In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence for risk and pricing optimization aimed to improve the trust, safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI we anticipate that insurance and claims costs will be reduced by up to 50%. The Getaround TrustScore has not yet been applied to trips booked through the HyreCar platform or the Getaround platform in Europe.
Technology and Product Development
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Technology and product development |
|
$ |
4,156 |
|
|
$ |
4,665 |
|
|
$ |
(509 |
) |
|
|
(11 |
)% |
Percentage of total revenues |
|
|
17 |
% |
|
|
28 |
% |
|
|
|
|
|
|
||
Technology and product development costs decreased $0.5 million, or 11%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily driven by capitalization of value of development work in the amount of $1.0 million. This decrease was partially offset by $0.8 million increase in stock-based compensation expense.
General and Administrative
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
General and administrative |
|
$ |
11,662 |
|
|
$ |
11,080 |
|
|
$ |
582 |
|
|
|
5 |
% |
Percentage of total revenues |
|
|
49 |
% |
|
|
66 |
% |
|
|
|
|
|
|
||
General and administrative expenses increased $0.6 million, or 5%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was largely attributable to a $2.1 million increase in compensation and related expense, inclusive of $1.4 million increase in stock-based compensation expense, primarily driven by the acquisition of certain employees of HyreCar Inc., and $0.3 million increase in excess and directors and officers insurance cost (see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by a $1.8 million reduction in bad debt driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore.
38
Depreciation and Amortization
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Depreciation and amortization |
|
$ |
4,135 |
|
|
$ |
2,322 |
|
|
$ |
1,813 |
|
|
|
78 |
% |
Percentage of total revenues |
|
|
17 |
% |
|
|
14 |
% |
|
|
|
|
|
|
||
Depreciation and amortization expense increased by $1.8 million, or 78%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase is primarily driven by the increase in amortization expense related to the newly acquired intangible assets as part of the Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein). This increase was partially offset by the impact of a decrease in value of the Euro as compared to the U.S. Dollar.
Convertible Promissory Note and Securities Fair Value Adjustment
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Convertible promissory note fair value adjustment |
|
$ |
(8,441 |
) |
|
$ |
2,140 |
|
|
$ |
(10,581 |
) |
|
|
(494 |
)% |
Percentage of total revenues |
|
|
(35 |
)% |
|
|
13 |
% |
|
|
|
|
|
|
||
We have elected to carry some of our convertible debt at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and securities fair value adjustment changed by $10.6 million, or 494%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying securities.
Note Payable Fair Value Adjustment
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Note payable fair value adjustment |
|
$ |
(245 |
) |
|
$ |
— |
|
|
$ |
(245 |
) |
|
|
0 |
% |
Percentage of total revenues |
|
|
(1 |
)% |
|
|
0 |
% |
|
|
|
|
|
|
||
We have elected to carry some of our note payable at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The note payable fair value adjustment changed by $0.2 million for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022, following the change in the fair value of the note payable. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying note payables.
Warrant Liability Fair Value Adjustment
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Warrant fair value adjustment |
|
$ |
36 |
|
|
$ |
(8,804 |
) |
|
$ |
8,840 |
|
|
|
(100 |
)% |
Percentage of total revenues |
|
|
0 |
% |
|
|
(53 |
)% |
|
|
|
|
|
|
||
Warrant liability fair value adjustment changed by $8.9 million, or 100%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statements included in this document for additional details on fair valuation of underlying warrants.
39
Interest Expense, Net
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Interest income (expense), net |
|
$ |
222 |
|
|
$ |
(2,660 |
) |
|
$ |
2,882 |
|
|
|
(108 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
(16 |
)% |
|
|
|
|
|
|
||
Interest income (expense), net, changed by $2.9 million, or 108%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase was primarily driven by a decrease in our long-term debt carried at cost. There was $75.0 million in notes payable issued in October of 2021 that resulted in net interest expense being recognized during the Three months ended September 30, 2022. This debt was paid off in connection with the Business Combination in December 2022.
Other Income (Expense), Net
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Other income (expense), net |
|
$ |
(64 |
) |
|
$ |
572 |
|
|
$ |
(636 |
) |
|
|
(111 |
)% |
Percentage of total revenues |
|
|
0 |
% |
|
|
3 |
% |
|
|
|
|
|
|
||
Other income (expense), net changed by $0.6 million, or 111%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The decrease was primarily a result of a change in realized and unrealized foreign currency exchange gains and losses, and a mix of miscellaneous expenses unrelated to our core operations.
Income Tax Benefit
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Income tax benefit |
|
$ |
(244 |
) |
|
$ |
(166 |
) |
|
$ |
(78 |
) |
|
|
47 |
% |
Percentage of total revenues |
|
|
(1 |
)% |
|
|
(1 |
)% |
|
|
|
|
|
|
||
Income tax benefit increased by $0.1 million, or 47%, for the three months ended September 30, 2023, as compared to the three months ended September 30, 2022. The increase is primarily attributable to our international operations.
Segment and Geographical Results of Operations
We view and operate our business as one operating segment. Refer to Note 17 — Segment and Geographical Area Information to our consolidated financial statements included elsewhere in this report for additional details on this determination.
Key Business Metrics
We use the following key business metrics to measure our performance, identify trends relevant to our business, formulate financial projections and operating plans, and make strategic decisions. As a marketplace platform we have two main key business metrics: Gross Booking Value and Trips.
Gross Booking Value
Gross Booking Value (“GBV”) represents the dollar value of all service transactions on our platform during a period, charged to both guests and hosts, net of cancellations. This includes charges for transactions resulting from all revenue generating activities, inclusive of all pass-through fees and taxes, net of lease revenue. As such, we consider GBV to be a key indicator of our market scale. Growth of GBV reflects our ability to attract and retain guests and hosts on our platform.
|
|
Three Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Gross Booking Value |
|
$ |
69,236 |
|
|
$ |
57,426 |
|
For the three months ended September 30, 2023, GBV amounted to $69.2 million, an increase of $11.8 million, or 21%, from the year prior, primarily attributable to the $15.0 million of incremental GBV arising from the HyreCar acquisition and improvements in revenue management which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore, as discussed under the Total Revenues paragraph herein.
40
Trips
Trips are a measure of unit transactions in our marketplace, one of the key variables impacting our service revenue. Trips represent the number of non-cancelled unique bookings that ended during the period, net of trips contributing to lease revenue. A Trip represents a single unit of transaction on our platform. We expect the number of Trips to grow as we attract prospective guests to the platform and as already existing cohorts of guests increase their activity on our platform.
|
|
Three Months Ended September 30, |
||
(In thousands) |
|
2023 |
|
2022 |
Trips |
|
271 |
|
267 |
For the three months ended September 30, 2023, we facilitated 271 thousand Trips, an increase of four thousand or 1% from the 267 thousand Trips during the year prior. The overall increase in Trips is largely attributable to the investment in acquisition of the assets of HyreCar Inc we made earlier in the year.
Non-GAAP Financial Measures
We use Net Marketplace Value, Trip Contribution Profit, Trip Contribution Margin and Adjusted EBITDA, each of which are non-GAAP financial measures, in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Getaround Board concerning our financial performance. Our definitions of these non-GAAP financial measures may differ from definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial measures. Furthermore, these financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Additionally, a limitation of NMV is that it is a measure that we have defined for internal purposes that may be unique to us, and therefore may not enhance the comparability of our results to other companies in our industry that have similar arrangements but present the impact of fees and commissions differently. Thus, these non-GAAP financial measures should be considered in addition to, and not as a substitute for, or in isolation from, financial measures prepared in accordance with GAAP.
We compensate for these limitations by providing a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view the non-GAAP financial measures in conjunction with their most directly comparable GAAP financial measures.
Net Marketplace Value
Net Marketplace Value (“NMV”) represents the dollar value of all transactions on our platform contributing to service revenue during a period, charged to both guests and hosts, net of cancellations, hosts’ earnings, incentives, and pass-throughs. NMV does not represent revenue earned by us and is not a substitute for service revenue, which consists of carsharing revenue and Connect subscription revenue recorded in accordance with GAAP. We believe that NMV is a meaningful measure of our operating performance because our ability to generate increases in NMV is strongly correlated to our ability to generate increases in total revenue. Management uses NMV as supplemental information to evaluate the global dollar value of transactions on our platform contributing to service revenue, understand our business and make operating decisions because service revenue by itself is not comparable across geographies due to the accounting treatment and contractual differences in trip insurance related charges to guests. While revenue generated in the United States includes amounts of insurance billed to the guest and recognized as Service Revenue under GAAP, revenue generated in the rest of the world excludes such amounts where guests contract directly with our insurance partners via our marketplace.
The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Service Revenues |
|
$ |
23,387 |
|
|
$ |
16,355 |
|
Plus: EU insurance share(1) |
|
|
7,367 |
|
|
|
6,387 |
|
Net Marketplace Value |
|
$ |
30,754 |
|
|
$ |
22,742 |
|
For three months ended September 30, 2023, NMV amounted to $30.8 million, an increase of $8.0 million, or 35%, from the $22.7 million for the year prior. The change was primarily driven by a $7.0 increase in Service revenue as discussed elsewhere in this document as well as by $1.0 million increase in the sale of European insurance.
41
Trip Contribution Profit and Trip Contribution Margin
Trip Contribution Profit is defined as our gross profit from Service revenue adjusted for: (i) cost of Service revenue, amortization and depreciation; and (ii) trip support costs, which consist of auto insurance expenses, claims support and customer relations costs. We define Trip Contribution Margin as Trip Contribution Profit divided by Service revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time. Trip Contribution Profit and Trip Contribution Margin are measures we use to understand and evaluate our operating performance and trends. Trip Contribution Profit and Trip Contribution Margin have generally increased over the periods as Service revenue increased while costs considered in the calculation of Trip Contribution Profit decreased as a percentage of Total Revenues.
The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
||
Gross profit from Service revenue |
|
$ |
20,422 |
|
|
$ |
14,238 |
|
Gross margin from Service revenue |
|
|
87 |
% |
|
|
87 |
% |
|
|
|
|
|
|
|
||
Plus: Cost of Service revenue, amortization and depreciation |
|
|
1,045 |
|
|
|
678 |
|
Less: Trip support costs |
|
|
(9,397 |
) |
|
|
(7,522 |
) |
|
|
|
|
|
|
|
||
Trip Contribution Profit |
|
|
12,070 |
|
|
|
7,394 |
|
Trip Contribution Margin |
|
|
52 |
% |
|
|
45 |
% |
Our gross profit from Service revenue is calculated as follows:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
||
Service revenue |
|
$ |
23,387 |
|
|
$ |
16,355 |
|
Less: Cost of Service revenue, net of amortization and |
|
|
(1,920 |
) |
|
|
(1,439 |
) |
Less: Cost of Service revenue, amortization and depreciation |
|
|
(1,045 |
) |
|
|
(678 |
) |
|
|
|
|
|
|
|
||
Gross profit from Service revenue |
|
$ |
20,422 |
|
|
$ |
14,238 |
|
Gross margin from Service revenue |
|
|
87 |
% |
|
|
87 |
% |
For the three months ended September 30, 2023, Trip contribution profit amounted to $12.1 million, an increase of $4.6 million, or 61%, from the year prior. The change is primarily attributable to a $7.0 million increase in Service revenue, partially offset by a net increase in Trip support costs of $1.9 million. The net increase in Trip support costs was primarily driven by $4.3 million of incremental Trip support cost arising from the newly acquired assets of HyreCar Inc. (see Note 3 — Business Combination to our consolidated financial statements included herein), partially offset by a $2.5 million reduction in Trip support costs attributable primarily to our TrustScore.
For the three months ended September 30, 2023, our Trip Contribution Margin was 52%, an improvement from our Trip Contribution Margin of 45% in the same period the year prior. The improvement in our Trip Contribution Margin is largely attributable to an increase in Service revenue discussed in the Total Revenues section elsewhere in this document, partially offset by an increase in Trip support costs as part of the Operations and Support costs.
Adjusted EBITDA
We define Adjusted EBITDA as net income adjusted for: (i) fair value adjustment of instruments carried at fair value; (ii) interest income (expense) and other income (expense); (iii) income tax provision; (iv) gain/(loss) on extinguishment of debt; (v) depreciation and amortization; (vi) stock-based compensation expense; and (vii) certain expenses determined to be incurred outside of the regular course of business which includes: expenses associated with the termination of our leased vehicle supply arrangements, certain legal settlements and business combination-related legal fees, and investments in preparation of going public, initial implementation projects and transaction costs associated with proposed business combinations that are not subject to deferral. Adjusted EBITDA is a key performance measure that we use to assess operating performance and operating leverage of our business. As Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Accordingly, we believe that Adjusted EBITDA provides useful to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. The items excluded from our Adjusted EBITDA calculation are either non-cash in nature, or not driven by core results of recurring operations and therefore not predictable or recurring, rendering comparisons with prior periods and competitors less meaningful.
42
The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:
|
|
Three Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Net Loss |
|
$ |
(27,346 |
) |
|
$ |
(32,419 |
) |
Plus: warrant liability, convertible promissory note and securities |
|
|
8,650 |
|
|
|
6,664 |
|
Plus: interest and other income (expense), net |
|
|
(158 |
) |
|
|
2,088 |
|
Minus: income tax provision |
|
|
(244 |
) |
|
|
(166 |
) |
Plus: depreciation and amortization |
|
|
4,135 |
|
|
|
2,322 |
|
Plus: stock-based compensation |
|
|
3,548 |
|
|
|
1,275 |
|
Plus: expense not incurred in the regular course of business |
|
|
138 |
|
|
|
391 |
|
Adjusted EBITDA |
|
|
(11,277 |
) |
|
|
(19,845 |
) |
For the three months ended September 30, 2023, Adjusted EBITDA was a loss of $11.3 million, a favorable change by $8.6 million, or 43%, from the loss of $19.8 million from the year prior, driven primarily by a Trip contribution profit improvement of $4.6 million, a reduction in marketing expenses of $2.5 million aided by corporate overhead reduction following commencement of the restructuring announced in the first quarter of 2023.
Comparison of the nine months ended September 30, 2023 and 2022
The results of operations presented below should be reviewed in conjunction with the unaudited interim consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.
The following table summarizes our consolidated statements of operations and comprehensive loss for each of the periods presented:
|
|
Nine Months Ended September 30, |
|
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
|
||
Service revenue |
|
$ |
52,810 |
|
|
$ |
43,967 |
|
|
Lease revenue |
|
|
1,129 |
|
|
|
1,058 |
|
|
Total Revenues |
|
$ |
53,939 |
|
|
$ |
45,025 |
|
|
Costs and Expenses |
|
|
|
|
|
|
|
||
Cost of revenue (exclusive of depreciation and amortization): |
|
|
|
|
|
|
|
||
Service |
|
$ |
4,995 |
|
|
$ |
3,754 |
|
|
Lease |
|
|
107 |
|
|
|
90 |
|
|
Sales and marketing |
|
|
15,486 |
|
|
|
22,736 |
|
|
Operations and support |
|
|
45,000 |
|
|
|
39,596 |
|
|
Technology and product development |
|
|
12,286 |
|
|
|
13,374 |
|
|
General and administrative |
|
|
40,224 |
|
|
|
38,665 |
|
|
Depreciation and amortization |
|
|
9,914 |
|
|
|
7,670 |
|
|
Total Operating Expenses |
|
$ |
128,012 |
|
|
$ |
125,885 |
|
|
Loss from Operations |
|
$ |
(74,073 |
) |
|
$ |
(80,860 |
) |
|
Other Income (Expense) |
|
|
|
|
|
|
|
||
Convertible promissory note fair value adjustment |
|
|
(7,765 |
) |
|
|
3,896 |
|
|
Note payable fair value adjustment |
|
|
(245 |
) |
|
|
— |
|
|
Warrant fair value adjustment |
|
|
209 |
|
|
|
(17,521 |
) |
|
Interest income (expense), net |
|
|
506 |
|
|
|
(7,903 |
) |
|
Other income, net |
|
|
331 |
|
|
|
1,258 |
|
|
Total Other Income (Expense) |
|
$ |
(6,964 |
) |
|
$ |
(20,270 |
) |
|
Loss, before benefit for income taxes |
|
|
(81,037 |
) |
|
|
(101,130 |
) |
|
Income Tax Benefit |
|
|
(623 |
) |
|
|
(547 |
) |
|
Net Loss |
|
$ |
(80,414 |
) |
|
$ |
(100,583 |
) |
|
Change in fair value of the convertible instrument liability |
|
$ |
15,628 |
|
|
$ |
— |
|
|
Foreign Currency Translation Loss |
|
|
(1,876 |
) |
|
|
(19,553 |
) |
|
Comprehensive Loss |
|
$ |
(66,662 |
) |
|
$ |
(120,136 |
) |
|
43
The following table sets forth the components of our consolidated statements of operations and comprehensive loss for each of the periods presented as a percentage of Total Revenues:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Service revenue |
|
|
98 |
% |
|
|
98 |
% |
Lease revenue |
|
|
2 |
% |
|
|
2 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
Costs and Expenses |
|
|
|
|
|
|
||
Cost of revenue (exclusive of depreciation and |
|
|
|
|
|
|
||
Service |
|
|
9 |
% |
|
|
8 |
% |
Lease |
|
|
0 |
% |
|
|
0 |
% |
Sales and marketing |
|
|
29 |
% |
|
|
50 |
% |
Operations and support |
|
|
83 |
% |
|
|
88 |
% |
Technology and product development |
|
|
23 |
% |
|
|
30 |
% |
General and administrative |
|
|
75 |
% |
|
|
86 |
% |
Depreciation and amortization |
|
|
18 |
% |
|
|
17 |
% |
Total Operating Expenses |
|
|
237 |
% |
|
|
280 |
% |
Loss from Operations |
|
|
(137 |
)% |
|
|
(180 |
)% |
Other Income (Expense) |
|
|
|
|
|
|
||
Convertible promissory note fair value adjustment |
|
|
(14 |
)% |
|
|
9 |
% |
Note payable fair value adjustment |
|
|
0 |
% |
|
|
— |
% |
Warrant fair value adjustment |
|
|
0 |
% |
|
|
(39 |
)% |
Interest income (expense), net |
|
|
1 |
% |
|
|
(18 |
)% |
Other income, net |
|
|
1 |
% |
|
|
3 |
% |
Total Other Income (Expense) |
|
|
(12 |
)% |
|
|
(45 |
)% |
Loss, before benefit for income taxes |
|
|
(150 |
)% |
|
|
(225 |
)% |
Income Tax Benefit |
|
|
(1 |
)% |
|
|
(1 |
)% |
Net Loss |
|
|
(149 |
)% |
|
|
(223 |
)% |
Change in fair value of the convertible instrument liability |
|
|
29 |
% |
|
|
0 |
% |
Foreign Currency Translation Loss |
|
|
(3 |
)% |
|
|
(43 |
)% |
Comprehensive Loss |
|
|
(124 |
)% |
|
|
(267 |
)% |
Total Revenues
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Service revenue |
|
$ |
52,810 |
|
|
$ |
43,967 |
|
|
$ |
8,843 |
|
|
|
20 |
% |
Lease revenue |
|
|
1,129 |
|
|
|
1,058 |
|
|
|
71 |
|
|
|
7 |
% |
Total revenue |
|
$ |
53,939 |
|
|
$ |
45,025 |
|
|
$ |
8,914 |
|
|
|
20 |
% |
For the nine months ended September 30, 2023, the Company’s total revenues increased by $8.9 million, or 20%, compared to the same period in the prior year. This change was primarily driven by incremental revenue of $12.3 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Additionally overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) for risk and pricing optimization aimed to improve the trust, safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI we anticipate that insurance and claims costs will be reduced by up to 50%.
Service revenue increased by $8.8 million, or 20%, driven primarily by incremental Service revenue of $12.3 million arising from the investment in acquisition of assets of HyreCar Inc (see Note 3 — Business Combination to our consolidated financial statements included herein). Furthermore, our overall risk and pricing strategy improvements resulted in an increase in our GBV on a per trip basis. Additionally, we reduced incentives to attract new customers onto the marketplace, a contra-revenue component of our Service revenue, by $2.7 million. See “Key Business Metrics” below for a discussion of GBV.
44
Lease revenue increased by a total of $71.0 thousand, or 7%, primarily due to Hosts’ greater utilization of parking locations within our marketplace of parking providers, which increased the overall number of parking spaces generating Lease revenue.
Cost of Revenue (exclusive of depreciation and amortization)
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Service |
|
$ |
4,995 |
|
|
$ |
3,754 |
|
|
$ |
1,241 |
|
|
|
33 |
% |
Lease |
|
|
107 |
|
|
|
90 |
|
|
|
17 |
|
|
|
19 |
% |
Total cost of revenue |
|
$ |
5,102 |
|
|
$ |
3,844 |
|
|
$ |
1,258 |
|
|
|
33 |
% |
Percentage of total revenues |
|
|
9 |
% |
|
|
9 |
% |
|
|
|
|
|
|
||
Total cost of revenue (exclusive of depreciation and amortization) increased $1.3 million, or 33%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. Cost of revenue varies with both the price and number of the transactions, which impact transaction processing fees, as well as with overall traffic, including research and development activities, on our platform that impacts the hosting charges. The overall increase is largely attributable to the augmentation of our operations in connection with the 2023 Business Combination (see Note 3 — Business Combination to our consolidated financial statements included herein).
Sales and Marketing
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Sales and marketing |
|
$ |
15,486 |
|
|
$ |
22,736 |
|
|
$ |
(7,250 |
) |
|
|
(32 |
)% |
Percentage of total revenues |
|
|
29 |
% |
|
|
50 |
% |
|
|
|
|
|
|
||
Sales and marketing expense decreased $7.3 million, or 32% for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily attributable to a decrease of $4.3 million in advertising and related expenses, as well as to a $3.0 million decrease in compensation expense, of which $0.6 million is related to a decrease in stock-based compensation expense, as a result of the restructuring plan we commenced executing early in the year.
Operations and Support
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Operations and support |
|
$ |
45,000 |
|
|
$ |
39,596 |
|
|
$ |
5,404 |
|
|
|
14 |
% |
Percentage of total revenues |
|
|
83 |
% |
|
|
88 |
% |
|
|
|
|
|
|
||
Operations and support expenses increased $5.4 million, or 14%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was primarily attributable to a $3.5 million increase in compensation expense, $1.1 million of which is related to an increase in stock-based compensation expense, driven primarily by acquisition of key employees of HyreCar Inc., and a $2.6 million net increase in insurance and claims expenses driven primarily by a $6.5 million of incremental claims expense arising from the addition of operations resulting from the 2023 Business Combination in which we acquired substantially all assets of HyreCar Inc.(see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by improvements in operations and support costs driven by Getaround TrustScore.
In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) for risk and pricing optimization aimed to improve the trust, safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip. With Getaround TrustScore, we expect to be able to more accurately price risk on trips, provide upfront transparency for what guests should expect to pay while reducing our Trip support costs, inclusive of claims and insurance costs. Using this next-generation AI we anticipate that insurance and claims costs will be reduced by up to 50%. The Getaround TrustScore has not yet been applied to trips booked through the HyreCar platform or the Getaround platform in Europe.
45
Technology and Product Development
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Technology and product development |
|
$ |
12,286 |
|
|
$ |
13,374 |
|
|
$ |
(1,088 |
) |
|
|
(8 |
)% |
Percentage of total revenues |
|
|
23 |
% |
|
|
30 |
% |
|
|
|
|
|
|
||
Technology and product development costs decreased $1.1 million, or 8%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily driven by capitalization of the value of development work in the amount of $3.3 million, partially offset by $1.8 million in stock-based compensation expense.
General and Administrative
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
General and administrative |
|
$ |
40,224 |
|
|
$ |
38,665 |
|
|
$ |
1,559 |
|
|
|
4 |
% |
Percentage of total revenues |
|
|
75 |
% |
|
|
86 |
% |
|
|
|
|
|
|
||
General and administrative expenses increased $1.6 million, or 4%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was largely attributable to a $4.9 million increase in compensation and related expense, inclusive of $2.7 million increase in stock-based compensation expense, primarily driven by the acquisition of certain employees of HyreCar Inc., and $0.8 million increase in excess and directors and officers insurance cost (see Note 3 — Business Combination to our consolidated financial statements included herein). The increase was partially offset by a $1.3 million decrease in legal professional services following the completion of the 2022 Business Combination and $1.0 million decrease in recruiting costs as we reached our hiring targets. Additionally, bad debt decreased by $3.0 million driven by our risk and pricing strategy improvements through deployment of the Getaround TrustScore.
Depreciation and Amortization
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Depreciation and amortization |
|
$ |
9,914 |
|
|
$ |
7,670 |
|
|
$ |
2,244 |
|
|
|
29 |
% |
Percentage of total revenues |
|
|
18 |
% |
|
|
17 |
% |
|
|
|
|
|
|
||
Depreciation and amortization expense increased by $2.2 million, or 29%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase is primarily driven by the increase in amortization expense related to newly acquired intangible assets as part of the Business Combination.
Convertible Promissory Note and Securities Fair Value Adjustment
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Convertible promissory note fair value adjustment |
|
$ |
(7,765 |
) |
|
$ |
3,896 |
|
|
$ |
(11,661 |
) |
|
|
(299 |
)% |
Percentage of total revenues |
|
|
(14 |
)% |
|
|
9 |
% |
|
|
|
|
|
|
||
We have elected to carry some of our convertible debt at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The convertible promissory note and securities fair value adjustment changed by $11.7 million, or 299%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, following the change in the fair value of the outstanding convertible promissory notes and securities. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying securities.
46
Note Payable Fair Value Adjustment
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Note payable fair value adjustment |
|
$ |
(245 |
) |
|
$ |
— |
|
|
$ |
(245 |
) |
|
|
0 |
% |
Percentage of total revenues |
|
|
0 |
% |
|
|
0 |
% |
|
|
|
|
|
|
||
We have elected to carry some of our note payable at fair value, and we continue to do so, which, at times, subjects such debt to significant fair value fluctuations. The note payable fair value adjustment changed by $0.2 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022, following the change in the fair value of the note payable. Please refer to Note 4 - Fair Value Measurements to our consolidated financial statements included elsewhere in this document for additional details on fair valuation of underlying note payables.
Warrant Liability Fair Value Adjustment
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Warrant fair value adjustment |
|
$ |
209 |
|
|
$ |
(17,521 |
) |
|
$ |
17,730 |
|
|
|
(101 |
)% |
Percentage of total revenues |
|
|
0 |
% |
|
|
(39 |
)% |
|
|
|
|
|
|
||
Warrant liability fair value adjustment changed by $17.7 million, or 101%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. Change in fair value of the warrant liability fluctuates with the changes in the fair value of the underlying securities. Please refer to Note 4 – Fair Value Measurements to our consolidated financial statements sincluded in this document for additional details on fair valuation of underlying warrants.
Interest Expense, Net
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Interest income (expense), net |
|
$ |
506 |
|
|
$ |
(7,903 |
) |
|
$ |
8,409 |
|
|
|
(106 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
(18 |
)% |
|
|
|
|
|
|
||
Interest income (expense), net, changed by $8.4 million, or 106%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase was primarily driven by a decrease in our long-term debt carried at historical cost. There was $75.0 million in notes payable issued in October of 2021 that resulted in net interest expense being recognized during the nine months ended September 30, 2022. This debt was paid off in connection with the Business Combination in December 2022.
Other Income (Expense), Net
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Other income, net |
|
$ |
331 |
|
|
$ |
1,258 |
|
|
$ |
(927 |
) |
|
|
(74 |
)% |
Percentage of total revenues |
|
|
1 |
% |
|
|
3 |
% |
|
|
|
|
|
|
||
Other income (expense), net changed by $0.9 million, or 74%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The decrease was primarily a result of a change in realized and unrealized foreign currency exchange gains and losses, and a mix of miscellaneous expenses unrelated to our core operations,
47
Income Tax Benefit
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
Income tax benefit |
|
$ |
(623 |
) |
|
$ |
(547 |
) |
|
$ |
(76 |
) |
|
|
14 |
% |
Percentage of total revenues |
|
|
(1 |
)% |
|
|
(1 |
)% |
|
|
|
|
|
|
||
Income tax benefit increased by $0.1 million, or 14%, for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. The increase is primarily attributable to our international operations.
Segment and Geographical Results of Operations
We view and operate our business as one operating segment. Refer to Note 17 — Segment and Geographical Area Information to our consolidated financial statements included elsewhere in this prospectus for additional details on this determination.
Key Business Metrics
We use the following key business metrics to measure our performance, identify trends relevant to our business, formulate financial projections and operating plans, and make strategic decisions. As a marketplace platform we have two main key business metrics: Gross Booking Value and Trips.
Gross Booking Value
Gross Booking Value (“GBV”) represents the dollar value of all service transactions on our platform during a period, charged to both guests and hosts, net of cancellations. This includes charges for transactions resulting from all revenue generating activities, inclusive of all pass-through fees and taxes, net of lease revenue. As such, we consider GBV to be a key indicator of our market scale. Growth of GBV reflects our ability to attract and retain guests and hosts on our platform.
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Gross Booking Value |
|
$ |
154,711 |
|
|
$ |
136,055 |
|
For the nine months ended September 30, 2023, GBV amounted to $154.7 million, an increase of $18.7 million, or 14%, from the year prior, primarily attributable to the $23.5 million of incremental GBV arising from the HyreCar acquisition and improvements in revenue management which generated higher GBV per Trip, partially offset by the temporary reduction in revenue driven by the launch of our Getaround TrustScore which reduced rented hours and, correspondingly reduced GBV generated by lower trust, higher risk guests, as discussed under the Total Revenues paragraph herein. In December 2022 we deployed a new version of our Getaround TrustScore - a proprietary next-generation artificial intelligence (AI) for risk and pricing optimization aimed to improve the trust, safety and economics of our marketplace. Getaround TrustScore combines machine learning with over a decade of data from trips taken on our platform to provide optimized pricing and security deposits for each carsharing trip.
Trips
Trips are a measure of unit transactions in our marketplace, one of the key variables impacting our service revenue. Trips represent the number of non-cancelled unique bookings that ended during the period, net of trips contributing to lease revenue. A Trip represents a single unit of transaction on our platform. We expect the number of Trips to grow as we attract prospective guests to the platform and as already existing cohorts of guests increase their activity on our platform.
|
|
Nine Months Ended September 30, |
||
(In thousands) |
|
2023 |
|
2022 |
Trips |
|
724 |
|
722 |
For the nine months ended September 30, 2023, we facilitated 724 thousand Trips, an increase of two thousand or less than 1% from the 722 thousand Trips during the same period in the year prior. The overall stagnation in Trips is largely attributable to the reduction in direct marketing investments, combined with the impact of Getaround TrustScore, which reduced the number of Trips booked by lower trust, higher risk guests, and the investment in acquisition of the assets of HyreCar Inc., which traditionally attracted Guests who booked fewer longer trips rather than more frequent shorter trips.
48
Non-GAAP Financial Measures
We use Net Marketplace Value, Trip Contribution Profit, Trip Contribution Margin and Adjusted EBITDA, each of which are non-GAAP financial measures, in conjunction with GAAP measures as part of our overall assessment of our performance, including the preparation of our annual operating budget and quarterly forecasts, to evaluate the effectiveness of our business strategies, and to communicate with the Getaround Board concerning our financial performance. Our definitions of these non-GAAP financial measures may differ from definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar financial measures. Furthermore, these financial measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statements of operations that are necessary to run our business. Additionally, a limitation of NMV is that it is a measure that we have defined for internal purposes that may be unique to us, and therefore may not enhance the comparability of our results to other companies in our industry that have similar arrangements but present the impact of fees and commissions differently. Thus, these non-GAAP financial measures should be considered in addition to, and not as a substitute for, or in isolation from, financial measures prepared in accordance with GAAP.
We compensate for these limitations by providing a reconciliation of each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view the non-GAAP financial measures in conjunction with their most directly comparable GAAP financial measures.
Net Marketplace Value
Net Marketplace Value (“NMV”) represents the dollar value of all transactions on our platform contributing to service revenue during a period, charged to both guests and hosts, net of cancellations, hosts’ earnings, incentives, and pass-throughs. NMV does not represent revenue earned by us and is not a substitute for service revenue, which consists of carsharing revenue and Connect subscription revenue recorded in accordance with GAAP. We believe that NMV is a meaningful measure of our operating performance because our ability to generate increases in NMV is strongly correlated to our ability to generate increases in total revenue. Management uses NMV as supplemental information to evaluate the global dollar value of transactions on our platform contributing to service revenue, understand our business and make operating decisions because service revenue by itself is not comparable across geographies due to the accounting treatment and contractual differences in trip insurance related charges to guests. While revenue generated in the United States includes amounts of insurance billed to the guest and recognized as Service Revenue under GAAP, revenue generated in the rest of the world excludes such amounts where guests contract directly with our insurance partners via our marketplace.
The following tables present a reconciliation of NMV from the most comparable GAAP measure, Service Revenues, for the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Service Revenues |
|
$ |
52,810 |
|
|
$ |
43,967 |
|
Plus: EU insurance share(1) |
|
|
17,757 |
|
|
|
15,922 |
|
Net Marketplace Value |
|
$ |
70,567 |
|
|
$ |
59,889 |
|
For nine months ended September 30, 2023, NMV amounted to $70.6 million, an increase of $10.7 million, or 18%, from the $59.9 million for the same period in the year prior. The change was primarily driven by a $1.8 million increase in the sale of European insurance and $8.8 million increase in Service revenue, discussed elsewhere in this analysis.
Trip Contribution Profit and Trip Contribution Margin
Trip Contribution Profit is defined as our gross profit from Service revenue adjusted for: (i) cost of Service revenue, amortization and depreciation; and (ii) trip support costs, which consist of auto insurance expenses, claims support and customer relations costs. We define Trip Contribution Margin as Trip Contribution Profit divided by Service revenue recognized during the period presented. We believe these measures are leading indicators of our ability to achieve profitability and sustain or increase it over time. Trip Contribution Profit and Trip Contribution Margin are measures we use to understand and evaluate our operating performance and trends. Trip Contribution Profit and Trip Contribution Margin have generally increased over the periods as Service revenue increased while costs considered in the calculation of Trip Contribution Profit decreased as a percentage of Total Revenues.
49
The following tables present a reconciliation of Trip Contribution Profit from the most comparable GAAP measure, gross profit from Service revenue, for the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
||
Gross profit from Service revenue |
|
$ |
45,014 |
|
|
$ |
38,087 |
|
Gross margin from Service revenue |
|
|
85 |
% |
|
|
87 |
% |
|
|
|
|
|
|
|
||
Plus: Cost of Service revenue, amortization and depreciation |
|
|
2,801 |
|
|
|
2,126 |
|
Less: Trip support costs |
|
|
(22,981 |
) |
|
|
(19,827 |
) |
|
|
|
|
|
|
|
||
Trip Contribution Profit |
|
|
24,834 |
|
|
|
20,386 |
|
Trip Contribution Margin |
|
|
47 |
% |
|
|
46 |
% |
Our gross profit from Service revenue is calculated as follows:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands, except percentages) |
|
2023 |
|
|
2022 |
|
||
Service revenue |
|
$ |
52,810 |
|
|
$ |
43,967 |
|
Less: Cost of Service revenue, net of amortization and |
|
|
(4,995 |
) |
|
|
(3,754 |
) |
Less: Cost of Service revenue, amortization and depreciation |
|
|
(2,801 |
) |
|
|
(2,126 |
) |
|
|
|
|
|
|
|
||
Gross profit from Service revenue |
|
$ |
45,014 |
|
|
$ |
38,087 |
|
Gross margin from Service revenue |
|
|
85 |
% |
|
|
87 |
% |
For the nine months ended September 30, 2023, Trip contribution profit amounted to $24.8 million, an increase of $4.4 million, or 22%, from the same period in the year prior. The change is attributable to a $8.8 million increase in Service revenue partially offset by $3.3 million net increase in Trip support costs primarily driven by incremental cost of operations arising from the newly acquired assets of HyreCar Inc. (see Note 3 — Business Combination to our consolidated financial statements included herein) partially offset by the beneficial impact of Getaround TrustScore, and $1.2 million increase in cost of Service revenue, as discussed elsewhere in this document.
For the nine months ended September 30, 2023, our Trip Contribution Margin was 47%, a marginal improvement compared to our Trip Contribution Margin in the same period of the year prior.
Adjusted EBITDA
We define Adjusted EBITDA as net income adjusted for: (i) fair value adjustment of instruments carried at fair value; (ii) interest income (expense) and other income (expense); (iii) income tax provision; (iv) gain/(loss) on extinguishment of debt; (v) depreciation and amortization; (vi) stock-based compensation expense; (vii) contingent compensation; and (viii) certain expenses determined to be incurred outside of the regular course of business which includes: expenses associated with the termination of our leased vehicle supply arrangements, certain legal settlements and business combination-related legal fees, and investments in preparation of going public, initial implementation projects and transaction costs associated with proposed business combinations that are not subject to deferral. Adjusted EBITDA is a key performance measure that we use to assess operating performance and operating leverage of our business. As Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. Accordingly, we believe that Adjusted EBITDA provides useful to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. The items excluded from our Adjusted EBITDA calculation are either non-cash in nature, or not driven by core results of recurring operations and therefore not predictable or recurring, rendering comparisons with prior periods and competitors less meaningful.
50
The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Net Loss |
|
$ |
(80,414 |
) |
|
$ |
(100,583 |
) |
Plus: warrant liability, convertible promissory note and securities |
|
|
7,801 |
|
|
|
13,625 |
|
Plus: interest and other income (expense), net |
|
|
(837 |
) |
|
|
6,645 |
|
Minus: income tax provision |
|
|
(623 |
) |
|
|
(547 |
) |
Plus: depreciation and amortization |
|
|
9,914 |
|
|
|
7,670 |
|
Plus: stock-based compensation |
|
|
9,953 |
|
|
|
4,945 |
|
Plus: contingent compensation(1) |
|
|
— |
|
|
|
1,180 |
|
Plus: expense not incurred in the regular course of business |
|
|
720 |
|
|
|
1,856 |
|
Adjusted EBITDA |
|
|
(53,486 |
) |
|
|
(65,209 |
) |
For the nine months ended September 30, 2023, Adjusted EBITDA was a loss of $53.5 million, a favorable change by $11.7 million, or 18%, from the loss of $65.2 million from the same period in the year prior, driven primarily by reduction in marketing expenses of $7.2 million, and improvement in Trip contribution profit of $4.3 million aided by reduction in corporate overhead following commencement of the restructuring announced in the first quarter of 2023.
Liquidity and Capital Resources
Our principal sources of liquidity have historically consisted of cash generated from our financing activities. As of September 30, 2023, our principal sources of liquidity were cash and cash equivalents of $22.2 million, exclusive of restricted cash of $3.6 million. Cash and cash equivalents consisted of institutional money market funds, and similar instruments that have an original maturity date of less than six months and are readily convertible into known amounts of cash. Restricted cash consists of letters of credit collateralizing lease agreements.
As noted above, Legacy Getaround consummated the Business Combination with InterPrivate II on December 8, 2022. Redemptions of Class A Common Stock prior to the 2022 Business Combination significantly reduced the proceeds from the transaction and resulted in the Company having insufficient capital to fund its business operations and continue as a going concern within at least one year from the transaction date. As a result, we have sought, and expect to continue to seek additional sources of capital in the near term.
We have incurred cumulative losses from inception through September 30, 2023 and expect to incur additional losses for the foreseeable future. Our ability to fund our operations and capital expenditures beyond our current cash, cash equivalents and marketable securities resources will depend on our ability to generate cash from operating activities which is subject to future operating performance, as well as general economic, financial, competitive, legislative, regulatory, and other conditions, some of which may be beyond our control. We expect operating losses and negative cash flows to continue for the foreseeable future as we continue to develop and promote our platform, as well as to grow our marketplace globally. Our future capital requirements depend on many factors, including our needs to support our business growth, to respond to business opportunities, challenges, or unforeseen circumstances, or for other reasons. As a result, we may be required to seek additional equity or debt financing. 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. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition would be adversely affected. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern within one year after the date the financial statements are issued.
51
Cash Flows
The following tables presents the summary cash flow information for the periods indicated:
|
|
Nine Months Ended September 30, |
|
|||||
(In thousands) |
|
2023 |
|
|
2022 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(43,963 |
) |
|
$ |
(63,206 |
) |
Investing activities |
|
|
(11,798 |
) |
|
|
(1,607 |
) |
Financing activities |
|
|
13,792 |
|
|
|
31,685 |
|
Net (decrease) increase in cash |
|
|
(41,969 |
) |
|
|
(33,128 |
) |
Effect of foreign currency translation on cash, cash equivalents |
|
|
(161 |
) |
|
|
(2,522 |
) |
Net change in cash, cash equivalents and restricted cash and |
|
$ |
(42,130 |
) |
|
$ |
(35,650 |
) |
Operating Activities
During the nine months ended September 30, 2023 and 2022, cash flows used in operating activities were $44.0 million and were $63.2 million, respectively. Comparability of operating cash flows between comparable periods was impacted by changes in working capital primarily driven by following factors: (i) sales volumes and timing of collections, (ii) volume of purchases and timing of payments, (iii) timing and volume of payments related to the cash portion of the contingent compensation liability incurred in connection with the 2019 Acquisition, and (iv) fluctuations in liability from obligation to remit insurance fees collected on behalf of an insurance company in Europe due to the timing of payments.
Investing Activities
During the nine months ended September 30, 2023, cash flows used in investing activities amounted to $11.8 million, consisting of $0.8 million in purchases of property and equipment, $3.3 million of capitalized software, and $7.8 million related to the acquisition of Hyrecar, partially offset by $0.1 million from proceeds from the sale of property and equipment.
Net cash used in investing activities during the nine months ended September 30, 2022 amounted to $1.6 million, consisting of $1.6 million in purchases of property and equipment.
Financing Activities
Net cash provided by financing activities was $13.8 million during the nine months ended September 30, 2023 consisting of $3.0 million in proceeds from issuance of the Mudrick Bridge Note and $11.7 million in proceeds from issuance of the Mudrick Super Priority Note.
Net cash provided by financing activities was $31.7 million for the nine months ended September 30, 2022, primarily consisting of $31.8 million from proceeds from the issuance of Bridge Loans and $0.1 million form proceeds from the exercise of common stock options, partially offset by $0.2 million repayment of the PGE Loan.
Contractual Obligations and Commitment
Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. Below is a table that shows our contractual obligations as of September 30, 2023:
|
|
Payments Due by Period |
|
|||||||||||||||||
(In thousands) |
|
Total |
|
|
Less than 1 Year |
|
|
1-3 years |
|
|
3-5 years |
|
|
More than |
|
|||||
Long Term Debt(1) |
|
$ |
193,174 |
|
|
$ |
15,020 |
|
|
$ |
2,248 |
|
|
$ |
175,906 |
|
|
$ |
— |
|
Operating Lease(2) |
|
|
24,923 |
|
|
|
1,021 |
|
|
|
8,423 |
|
|
|
8,819 |
|
|
|
6,660 |
|
Total Contractual Obligations |
|
$ |
218,097 |
|
|
$ |
16,041 |
|
|
$ |
10,671 |
|
|
$ |
184,725 |
|
|
$ |
6,660 |
|
The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Obligations under contracts that we can cancel without a material penalty are not included in the table above.
52
Contingencies
We are involved in claims, lawsuits, indirect tax matters, and proceedings arising from the ordinary course of our business. Legal fees and other expenses associated with such actions are expensed as incurred. We record a provision for a liability when we determine that a loss-related matter is both probable and reasonably estimable. We disclose material contingencies when we believe that a loss is not probable but reasonably possible and can be reasonably estimated. These claims, suits, and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Determining both probability and the estimated amount is inherently uncertain and requires making numerous judgments, assumptions, and estimates. Many of these legal and tax contingencies can take years to resolve. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis. Estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from these estimates.
For a description of our significant accounting policies (See Note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included in this report).
The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our financials are described below.
Fair Value Measurements
We measure fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. We use significant unobservable inputs to estimate the fair value of certain assets and liabilities.
Company Valuation and Fair Value Calculation of Convertible Redeemable Preferred Stock Warrants & Common Stock Warrant Liability, and Convertible Promissory Notes
In the absence of a public trading market, prior to the closing of the Business Combination the fair value of our common stock was determined by the Getaround Board. The Getaround Board considers numerous objective and subjective factors to determine the fair value of our common stock at each meeting in which awards are approved. The factors considered include, but are not limited to:
The fair value of our common stock was determined with an option pricing method (“OPM”) that utilizes both income and market approaches, which are probability weighted depending on the scenario of (i) a consummation of a business combination transaction with a special purpose acquisition company or (ii) remaining private.
The valuation methodology utilized under the remain private scenario was determined by first valuing our total equity, as of the end of each reporting period. This value was determined utilizing both income and market approaches which were weighted equally in the valuation. The income approach was applied through the use of a discounted cash flow analysis and the market approach was applied through the use of guideline public company multiples that were used to value our company under certain scenarios.
In determining the value under the consummation of a business combination transaction with a special purpose acquisition company scenario, we utilized the preliminary terms of the letter of intent with such special purpose acquisition company.
53
In addition, as the letter of intent provides shareholders the right to receive an earnout, we determined the probability-weighted value per share associated with the earnout by utilizing a Monte Carlo simulation to determine the probability of achieving the earnout and its fair value.
The fair value of our redeemable convertible preferred and common stock warrants is estimated based on the probability weighted average values from (i) a Black-Scholes calculation and (ii) the fair value calculated from the Company Valuation OPM under the scenario of remaining private. The value from the Black-Scholes calculation reflects the value in an initial public offering scenario with the contractual term of the warrants, which is weighted by an estimated probability of a potential initial public offering at the applicable valuation. The value from the OPM reflects the value in an alternative exit scenario at which point the warrants were expected to be exercised. The OPM value was weighted by an estimated probability of a potential alternative exit event at the applicable valuation date.
The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred and common stock warrants include:
In determining the fair value of the Mudrick Convertible Notes, the Company used a Monte Carlo simulation or a scenario-based method. The valuation method utilized implied negotiated discount rates and market yield factors that are unobservable inputs.
An increase or decrease in any of the unobservable inputs in isolation could result in a material increase or decrease in the estimated fair value. In the future, depending on the weight of evidence and valuation approaches used, these or other inputs may have a more significant impact on the estimated fair value.
Stock-Based Compensation
We measure compensation expense for all stock-based payment awards, including stock options and restricted stock units granted to employees, directors and nonemployees based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model. The determination of the grant date fair value using an option-pricing model is affected by our estimated common stock fair value, as well as assumptions regarding a number of other complex and subjective variables. These variables include our expected stock price volatility over the expected term of the award, actual and projected employee stock option exercise behaviors, risk-free interest rate for the expected term of the award and expected dividends. Stock-based compensation is recognized on a straight-line basis over the requisite service period. These amounts are reduced by forfeitures as the forfeitures occur.
Recent Accounting Pronouncements
For information on recently issued accounting pronouncements (See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements included herein).
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in our market risk as compared to the disclosures in Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on November 16, 2023.
Item 4. Controls and Procedures
There have been no material changes in our controls and procedures as compared to the disclosures in Part II, Item 9A in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on November 16, 2023.
54
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of legal proceedings, see “Note 12: Commitments and Contingencies” of the notes to the condensed consolidated financial statements in this Form 10-Q.
Item 1A. Risk Factors
Getaround TrustScore,uses certain elements of Artificial Intelligence, or "AI", which presents certain privacy and security risks that could materially impact our business and our results of operations. The application of existing and new privacy and data security laws, rules or regulations to our use of AI may limit or curtail such use, lead to increased costs of compliance with such rules, new consumer rights which our platform and technology cannot provide on a cost-effective basis, or subject us to material fines and penalties. For example, regulators in the EU have proposed stringent AI regulations, and other jurisdictions will likely do the same, including in the US. If we cannot comply with such laws, rules and regulations on a cost-effective basis our business may be harmed.
Our business is subject to numerous other risks and uncertainties, including those described in Part I. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, under the section entitled “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. You should carefully consider the Risk Factors, together with all of the other information in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.
The occurrence of one or more of the events or circumstances described in the Risk Factors, alone or in combination with other events or circumstances, may adversely affect our ability to realize the anticipated benefits of the Business Combination and may harm our business.
Other than the risks set forth in this Item 1A, there have been no material changes to the Risk Factors described in Part I. Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
55
Item 6. Exhibits.
Exhibit No. |
Description |
|
|
10.1 |
Promissory "Bridge" Note issued by the Company to Mudrick Capital Management L.P. on August 7, 2023 |
|
|
10.2 |
|
|
|
10.2(a) |
|
|
|
10.4 |
|
|
|
31.1 |
|
|
|
31.2 |
|
|
|
32.1 |
|
|
|
32.2 |
|
|
|
101 |
Financial statements from the Quarterly Report on Form 10-Q of Getaround, Inc. for the quarter ended September 30, 2023, formatted in inline XBRL: (i) Unaudited Condensed Consolidated Balance Sheets, (ii) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Changes in Stockholders’ Equity, (iv) Unaudited Condensed Consolidated Statements of Cash Flows and (v) Notes to the Condensed Consolidated Financial Statements. |
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
__________
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
GETAROUND, INC. |
|
|
|
|
Date: December 15, 2023 |
/s/ Sam Zaid |
|
|
Name: Sam Zaid |
|
|
Title: Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
|
Date: December 15, 2023 |
/s/ Tom Alderman |
|
|
Name: Tom Alderman |
|
|
Title: Chief Financial Officer |
|
|
(Principal Financial Officer) |
|
57
Exhibit 10.1
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(5). Parent agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED PURSUANT TO THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
PROMISSORY NOTE
$3,000,000 |
August 7, 2023 |
FOR VALUE RECEIVED, GETAROUND, INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to MUDRICK CAPITAL MANAGEMENT L.P., on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it (together with its permitted successors and assigns, the “Holder”), the sum of SIX MILLION DOLLARS (and any capitalized amounts and/or interest in excess thereof) (the “Repayment Amount”).
America.
Agreement.
11(b).
(c) material adverse effect on the rights and remedies available to the Holder under any Note Document.
2
3
(aa) “Note” shall mean this Promissory Note.
(bb) “Note Documents” shall mean this Note, the Guarantee Agreement and each other instrument, document or agreement executed and/or delivered by a Loan Party pursuant to or in connection with any of the foregoing, each as amended, supplemented, waived or otherwise modified from time to time.
(cc) “Obligations” shall have the meaning assigned to such term in Section 7.
(dd) “Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
(ee) “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “person” under this Note.
(ff) “Proceeding” shall have the meaning assigned to such term in Section 11(b).
(gg) “Subsidiary” means, with respect to any Person, (A) any corporation, company, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ or shareholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.
As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Borrower not defined in this Section 1 and accounting terms partly defined in this Section 1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) references in this Note to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Note unless otherwise specifically provided (iii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iv) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, capital stock, securities, revenues, accounts, leasehold interests and contract rights, and (vi) references to agreements or other contractual obligations (including any of this Note) shall, unless otherwise specified, be deemed to refer to such agreements or contractual obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time.
4
6
7
8
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN OR IN ANY OTHER NOTE DOCUMENT WILL PREVENT HOLDER FROM BRINGING ANY ACTION TO ENFORCE ANY AWARD OR JUDGMENT OR EXERCISE ANY RIGHT AGAINST ANY PROPERTY OF ANY LOAN PARTY IN ANY OTHER FORUM IN WHICH JURISDICTION CAN BE ESTABLISHED. EACH OF THE BORROWER AND HOLDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY NOTE DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY NOTE DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 19. NOTHING IN THIS NOTE OR ANY OTHER NOTE DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
9
10
IN WITNESS WHEREOF, the undersigned have executed this Note as of the date first written above.
GETAROUND, INC.,
as the Borrower
By: /s/ SAM ZAID
Name: Sam Zaid
Title: Chief Executive Office
[PROMISSORY NOTE]
Acknowledged and Agreed:
HOLDER
MUDRICK CAPITAL MANAGEMENT L.P.,
on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it Getaround, Inc.
By: /s/ JASON MUDRICK
Name: Jason Mudrick
Title: Chief Investment Officer
[PROMISSORY NOTE]
SCHEDULE I
NOTICES
Borrower
55 Green Street
San Francisco, California 94111
Attn: Tom Alderman; Spencer Jackson
Email: [***************]
With a copy (such copy not to constitute notice) to: Orrick, Herrington & Sutcliffe LLP
The Orrick Building 405 Howard Street
San Francisco, California 94105 Attn: [***************]
Email: [***************] Holder
Mudrick Capital Management L.P.
on behalf of certain funds, investors, entities or accounts that is managed, sponsored or advised by it 527 Madison Avenue, 6th Floor
New York, NY 10022 Attn:[**************]
Email: [***************] With a copy (such copy not to constitute notice) to:
New York, NY 10153
Attn: [***************]
Email: [***************]
EXHIBIT 10.4
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(5). Parent agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
FIRST SUPPLEMENTAL INDENTURE
Weil, Gotshal & Manges LLP 767 Fifth Avenue THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of September 8, 2023, among GETAROUND, INC., a Delaware corporation (the “Company”), GETAROUND OPERATIONS LLC, a Delaware limited liability company, CONVEYANCE AUTO, LLC, a Delaware limited liability company, and HYRECAR LLC, a Delaware limited liability company (collectively, the “Guarantors”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), under the Indenture referred to below.
W I T N E S S E T H
WHEREAS, the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (the “Base Indenture” dated as of December 8, 2022, and together with this First Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of an original aggregate principal amount of $175,000,000 of 8.00% / 9.50% Convertible Senior Secured PIK Toggle Notes due 2027 (the “Notes”);
WHEREAS, pursuant to Section 8.01 of the Base Indenture, the Company, the Guarantors, the Trustee and the Collateral Agent may, subject to certain exceptions, amend or supplement the Base Indenture, the Notes and the Security Documents, or waive any provision of the Base Indenture, the Notes and the Security Documents without the consent of the Holders;
WHEREAS, pursuant to Section 8.02 of the Base Indenture, the Company, the Guarantors, the Trustee and the Collateral Agent may, subject to certain exceptions, amend or supplement the Base Indenture, the Notes and the Security Documents, or waive any provision of the Base Indenture, the Notes and the Security Documents with the consent of each affected Holder;
WHEREAS, the Company has obtained the consent of (and the Trustee and the Collateral Agent have been directed by) the holders of the entire aggregate principal amount of the outstanding Notes to amend the Base Indenture (including the execution of this First Supplemental Indenture and the Intercreditor Agreement referred to herein) as set forth herein; and
WHEREAS, pursuant to Sections 8.01, 8.02 and 8.06 of the Base Indenture, the execution and delivery of this First Supplemental Indenture, the Intercreditor Agreement and the Security Documents has been duly authorized by the parties hereto, and all other acts necessary to make this First Supplemental Indenture a valid and binding supplement to the Base Indenture effectively amending the Base Indenture as set forth herein and have been duly taken by the Company and the Guarantors.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
S-2
“Security Documents” means all security agreements (including the Security Agreement, Pledge Agreement, Intellectual Property Security Agreement and the Deposit Account Control Agreements), intercreditor agreements (including the Subordination Agreement (if applicable) and the Intercreditor Agreement), pledge agreements, charges, mortgages, collateral assignments, collateral agency agreements, or other grants or transfers for security executed and delivered by the Company or any Guarantor creating (or purporting to create) a Lien upon Collateral for the benefit of the Holders to secure the obligations under this Indenture, in each case, as amended, supplemented, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and th terms of this Indenture.
(xv) Indebtedness represented by the Super Priority Note[s] (as increased from time to time by interest accrued and paid in kind), including the guarantees thereof.
If the Company or any of its Restricted Subsidiaries consummates one or more Asset Sales resulting in aggregate proceeds in excess of
S-3
as follows:
S-4
$5,000,000, the Company shall either (a) within 15 days after receipt of such proceeds, repay or redeem the Super Priority Notes; (b) within 365 days after receipt of such proceeds, make (I) make an investment in any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Subsidiary, (II) make capital expenditures, (III) make an investment in other noncurrent assets (other than Cash Equivalents, in the case of each of (I), (II) and (III) in each case (x) used or useful in a Similar Business or (y) to replace the businesses, properties and/or assets that are the subject of such Asset Sale); or (c) to the extent any proceeds from an Asset Sale have not been applied or invested in accordance with clauses (a) and (b) above within the time periods set forth above, make an offer, in any event within 10 Business Days of the expiry of the 365-day period, to repurchase such amount of Notes outstanding on the date of the consummation of such Asset Sale that may be purchased out of such unapplied proceeds, at an amount equal to the applicable Redemption Price at the time of receipt of such proceeds.
(A) any Indebtedness permitted under Section 3.08(b)(ii); Effectiveness and Operability.
S-5
S-6
Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
S-7
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
GETAROUND, INC.
as Company
By: /s/ SPENCER JACKSON
Name: Spencer Jackson
Title: General Counsel and Secretary
GETAROUND OPERATIONS LLC
as Guarantor
By: /s/ SPENCER JACKSON
Name: Spencer Jackson
Title: General Counsel and Secretary
CONVEYANCE AUTO, LLC
as Guarantor
By: /s/ SPENCER JACKSON
Name: Spencer Jackson
Title: Manager
HYRECAR LLC
as Guarantor Sole Member, Getaround, Inc.
By: /s/ SPENCER JACKSON
Name: Spencer Jackson
Title: General Counsel and Secretary
[Signature Page to First Supplemental Indenture]
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee and Collateral Agent
By: /s/ BENJAMIN J. KRUERGER
Name: Benjamin J. Krueger
Title: Vice President
[Signature Page to First Supplemental Indenture]
Exhibit 31.1
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sam Zaid, certify that:
Date: December 15, 2023 |
|
|
|
/s/ Sam Zaid |
|
|
|
|
Sam Zaid |
|
|
|
|
Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tom Alderman, certify that:
Date: December 15, 2023 |
|
|
|
/s/ Tom Alderman |
|
|
|
|
Tom Alderman |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Getaround, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sam Zaid, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: December 15, 2023 |
|
|
|
/s/ Sam Zaid |
|
|
|
|
Sam Zaid |
|
|
|
|
Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Getaround, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tom Alderman, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: December 15, 2023 |
|
|
|
/s/ Tom Alderman |
|
|
|
|
Tom Alderman |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |