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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2024

 

 

Getaround, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40152

85-3122877

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

55 Green Street

 

San Francisco, California

 

94111

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 415 295-5725

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

GETR

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

* 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.

 


Item 2.02 Results of Operations and Financial Condition.

On March 28, 2024, Getaround, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.

Description

 

 

99.1

Press release dated March 28, 2024 titled “Getaround Reports Full-Year 2023 Results”

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GETAROUND, INC.

 

 

 

 

Date:

March 28, 2024

By:

/s/ SPENCER JACKSON

 

 

 

Spencer Jackson, General Counsel & Secretary

 


EX-99.1 2 getr-ex99_1.htm EX-99.1 EX-99.1

Getaround Reports Full Year 2023 Results

03/28/2024

New leadership focused on strategic path to profitability supported by recent capital raise and organizational streamlining

SAN FRANCISCO--(BUSINESS WIRE)-- Getaround (NYSE: GETR) (“Getaround'' or “the Company”), the world’s first connected carsharing marketplace, today announced financial results for the year ended December 31, 2023.

Early 2024 Leadership Transition

In January 2024, Getaround’s Board appointed Jason Mudrick, Chief Investment Officer of Mudrick Capital Management, to the position of Chairperson of the board. This appointment follows Mudrick Capital’s agreement to provide $20 million in financing to support the Company’s 2024 operating plan. Subsequently, in February 2024 the board appointed Eduardo Iniguez as Chief Executive Officer and board member of Getaround. AJ Lee was promoted to the position of Chief Operating Officer in March 2024.

“I believe there is tremendous potential in Getaround’s business model,” said Mudrick. “With proper leadership, adequate funding and thoughtful capital allocation, we should be able to scale the platform Getaround built over the past decade exponentially. The near term focus is to stabilize the business to reduce losses, and once stabilized to grow the business thoughtfully. I want to thank Sam Zaid, Getaround’s co-founder and former CEO, for his years of service getting Getaround to where it is today. I’m very excited Eduardo has taken on the role of CEO – his financial and operating discipline is exactly what Getaround needs today.”

“I joined Getaround at a time when the Company is undergoing a transformative journey. The leadership transition includes several other senior management appointments and notably, Jason Mudrick’s appointment to the position of Chairperson of the board,” said Iniguez. “I have been working closely with the board and management team to set near-term priorities that - broadly speaking - include strategic expansion in profitable markets globally, product development that maximizes ROI and improving our financial discipline across the company.”

2023 Full Year Business Highlights

Iniguez went on to say, “Getaround has a tremendous opportunity ahead to increase its market share and deliver a truly differentiated service offering. At the same time, there are multiple challenges to achieving our full potential – some are specific to our company, and some relate to evolving macro trends. The company has taken critical steps to address these challenges head on which we expect to accelerate our path to profitability.”

Restructured operations to reduce Total Operating Expenses by more than $25 million on an annualized basis as of the fourth quarter 2023, excluding the HyreCar assets acquired in May
Acquired HyreCar assets to build on our expanding Uber relationship and solidify our leadership position in gig carsharing
Launched the next generation of our proprietary AI-based TrustScore model and announced a new relationship with TransUnion to reduce cost of claims and insurance On March 23, 2024, Getaround decided to suspend its consumer car sharing operations in New York State as of April 1, 2024, due to the extremely high cost of maintaining the insurance coverage required under the New York Peer-to-Peer (P2P) Carsharing Act enacted in 2022.

The Act requires Getaround and other carsharing providers to maintain insurance limits that are fifty times greater than the insurance limits required for rental car companies and private vehicle ownership. The Company is disappointed that New Yorkers will not have access to its affordable, on demand car ownership alternative that is shown to reduce congestion in cities and reduce carbon emissions.

2023 Full Year Financial Highlights

“In May, 2023 we completed the acquisition of HyreCar assets to expand our gig carsharing business. This acquisition was the primary driver of our 2023 revenue growth,” said Tom Alderman, Getaround’s Chief Financial Officer. “In December 2022, we deployed a new version of our Getaround TrustScore to improve the trust and safety of our marketplace. This improved risk model with dynamic pricing resulted in a reduction in high-risk revenue and Gross Booking Value while simultaneously improving our profitability. The benefit of the risk improvements were offset in 2023 by an increase in trip support costs related to our operations in New York State as well as insurance liabilities related to the acquisition of the HyreCar assets. This resulted in a decrease to our Trip Contribution Margin in 2023, however we do not expect these additional trip support costs to recur in 2024.”

Alderman went on to say, “In 2023 we showed significant improvement in our Adjusted EBITDA loss driven by our continued focus on cost optimization measures. Throughout the year we also recognized significant benefits from the business restructuring announced in February 2023."

Total Revenues of $72.7 million, an increase of 22% year-over-year
Gross Booking Value of $204 million, an increase of 16% year-over-year
Gross margin from Service revenue was 85%, consistent with the prior year
Trip Contribution Margin was 40%, down from 47% the prior year
GAAP Net Loss of $113.9 million, a 16% improvement from the same period last year
Adjusted EBITDA loss of $72.0 million, a 20% improvement from the same period last year

About Getaround

Offering a digital experience, Getaround (NYSE: GETR) makes sharing cars and trucks simple through its proprietary cloud and in-car Connect® technology. The company empowers consumers to shift away from car ownership through instant and convenient access to desirable, affordable, and safe cars from entrepreneurial hosts. Getaround’s on-demand technology enables a contactless experience — no waiting in line at a car rental facility, manually completing paperwork or meeting anyone to collect or drop off car keys. Getaround’s mission is to utilize its peer-to-peer marketplace to help solve some of the most pressing challenges facing the world today, including environmental sustainability and access to economic opportunity. Launched in 2011, Getaround is available today in more than 1,000 cities across 8 countries including the United States and Europe. For more information, please visit https://www.getaround.com/.


Forward-Looking Statements

This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. In particular, the statements contained in the quotations of our Chief Executive Officer, Chairman and Chief Financial Officer with respect to expectations regarding the Company’s opportunities to increase its market share and accelerate its path to profitability, the Company’s potential for success, and the Company’s expectation the additional trip support costs it experienced in 2023 will not continue in 2024 may constitute forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical facts and generally contain words such as "believes”, "expects”, "may”, "will”, "should”, "seeks”, "approximately”, "intends”, "plans”, "estimates”, "anticipates”, and other expressions that are predictions of or indicate future events. Although the forward-looking statements contained in this press release are based upon information available at the time the statements are made and reflect management's good faith beliefs, forward-looking statements inherently involve known and unknown risks, uncertainties and other factors, including the dilutive effect of future financings, which may cause the actual results, performance or achievements to differ materially from anticipated future results.

These risks and uncertainties include those described in our filings which we make with the SEC from time to time, including the risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023 which we filed today.. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake to update or revise any forward-looking statements after they are made, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Consolidated Balance Sheet

 

 

 

 

 

 

 

 

 

 

(In thousands, except share and per share data)

 

December 31, 2023

 

 

December 31, 2022

Assets

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

$

15,624

 

$

64,294

Restricted cash

 

 

 

3,600

Accounts receivable, net

 

853

 

 

533

Prepaid expenses and other current assets

 

10,131

 

 

6,084

Total Current Assets

$

26,608

 

$

74,511

Property and equipment, net

 

8,504

 

 

10,451

Operating lease right-of-use assets, net

 

12,162

 

 

13,284

Goodwill

 

95,869

 

 

92,728

Intangible assets, net

 

13,358

 

 

11,028

Deferred tax assets

 

 

 

46

Other assets

 

4,635

 

 

3,371

Total Assets

$

161,136

 

$

205,419

Liabilities and Stockholders’ Equity

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

$

15,552

 

$

3,652

Accrued host payments and insurance fees

 

13,192

 

 

11,780

Operating lease liabilities, current

 

2,268

 

 

1,923

Notes payable, current

 

19,904

 

 

1,211


Warrant commitment liability

 

 

 

320

Other accrued liabilities

 

48,107

 

 

37,360

Deferred revenue

 

684

 

 

698

Total Current Liabilities

$

99,707

 

$

56,944

Notes payable, net of current portion

 

2,122

 

 

3,198

Convertible notes payable

 

($40,370 and $56,743 measured at fair value, respectively)

 

40,469

 

 

56,842

Operating lease liabilities (net of current portion)

 

15,487

 

 

17,715

Deferred tax liabilities

 

212

 

 

973

Warrant liability

 

20

 

 

247

Total Liabilities

$

158,017

 

$

135,919

Commitments and contingencies (Note 13)

 

 

 

 

Stockholders’ Equity

 

 

 

 

Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 92,827,281 and 92,085,974 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

$

9

 

$

9

Additional paid-in capital

 

859,163

 

 

845,888

Stockholder notes

 

(8,284)

 

 

(8,284)

Accumulated deficit

 

(875,955)

 

 

(762,009)

Accumulated other comprehensive (loss) income

 

28,186

 

 

(6,104)

Total Stockholders’ Equity

$

3,119

 

$

69,500

Total Liabilities and Stockholders’ Equity

$

161,136

 

$

205,419

 

 

 

 

 

 

Consolidated Statements of Operations and Comprehensive Loss

 

 

 

 

 

 

 

 

 

(In thousands, except per share data)

 

 

Year ended

December 31, 2023

 

 

 

Year ended

December 31, 2022

Service revenue

 

$

71,152

 

$

58,108

Lease revenue

 

 

1,528

 

 

1,347

Total Revenues

 

$

72,680

 

$

59,455

 

 

 

 

 

 

Costs and Expenses

 

 

 

 

 

 

Cost of revenue

 

(exclusive of amortization and depreciation shown separately below):

 

 

 

 

 

 

Service

 

$

6,660

 

$

5,445

Lease

 

 

143

 

 

126

Sales and marketing

 

 

18,539

 

 

34,525

Operations and support

 

 

65,487

 

 

56,634

Technology and product development

 

 

16,051

 

 

24,677

General and administrative

 

 

51,150

 

 

58,800

Depreciation and amortization

 

 

14,080

 

 

10,141


Transaction costs

 

 

 

26,807

Impairment loss on goodwill

 

 

 

23,269

Total Operating Expenses

 

$

172,110

 

$

240,424

Loss from Operations

 

$

(99,430)

 

$

(180,969)

Other Income (Expense)

 

 

 

 

 

 

Convertible promissory note and note payable fair value adjustment

 

 

(17,026)

 

 

93,029

Warrant liability fair value adjustment

 

 

266

 

 

(31,749)

Interest income (expense), net

 

 

481

 

 

(14,181)

Other income (expense), net

 

 

974

 

 

(2,833)

Total Other Income (Expense)

 

$

(15,305)

 

$

44,266

Loss before Benefit for Income Taxes

 

$

(114,735)

 

$

(136,703)

Income Tax Benefit

 

 

(789)

 

 

(638)

Net Loss

 

$

(113,946)

 

$

(136,065)

Change in fair value of the convertible instrument liability

 

 

32,247

 

 

Foreign Currency Translation (Loss) Gain

 

 

2,043

 

 

(8,387)

Comprehensive Loss

 

$

(79,656)

 

$

(144,452)

 

 

 

 

 

Net Loss Per Share Attributable to Stockholders:

 

 

 

 

 

Basic

 

 

(1.23)

 

 

(5.00)

Diluted

 

 

(1.23)

 

 

(5.00)

Weighted average shares outstanding (Basic and Diluted)

 

 

92,685

 

 

27,222

 

Non-GAAP Financial Measures

We use 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. 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.

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:

 

 

 

 

 

 

(In thousands, except percentages)

 

 

Year Ended

December 31, 2023

 

 

Year Ended

December 31, 2022

Gross profit from Service revenue

 

$

60,640

 

$

49,679

Gross margin from Service revenue

 

 

85%

 

 

85%

 

 

 

 

 

 

Plus: Cost of Service revenue, amortization and depreciation

 

 

3,852

 

 

2,984

Less: Trip support costs

 

 

(36,173)

 

 

(25,259)

 

 

 

 

 

 

Trip Contribution Profit

 

$

28,319

 

$

27,404

Trip Contribution Margin

 

 

40%

 

 

47%

 

 

 

 

 

 

(In thousands, except percentages)

 

Year Ended

December 31, 2023

 

 

Year Ended

December 31, 2022

Service revenue

 

$

71,152

 

$

58,108

Less: Cost of Service revenue, net of amortization and depreciation

 

 

(6,660)

 

 

(5,445)

Less: Cost of Service revenue, amortization and depreciation

 

 

(3,852)

 

 

(2,984)

 

 

 

 

Gross profit from Service revenue

 

$

60,640

 

$

49,679

Gross margin from Service revenue

 

 

85%

 

 

85%

 

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/benefit; (iv) depreciation and amortization; (v) stock-based compensation expense; (vi) contingent compensation; (vii) transaction costs; (viii) impairment loss on goodwill and (ix) certain expenses determined to be incurred outside of the regular course of business which includes: certain restructuring costs, certain legal settlements and 2022 Business Combination-related legal fees, and investments in preparation of going public, initial implementation projects and transaction costs associated with proposed 2022 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.


The following tables present a reconciliation of Adjusted EBITDA from the most comparable GAAP measure, Net Loss, for the periods presented:

 

(In thousands)

 

 

Year Ended

December 31, 2023

 

 

Year Ended

December 31, 2022

Net Loss

 

$

(113,946)

 

$

(136,065)

Plus: warrant liability, convertible promissory note and note payable fair value adjustment

 

 

16,760

 

 

(61,280)

Plus: interest and other income (expense), net

 

 

(1,455)

 

 

17,014

Minus: income tax benefit

 

 

(789)

 

 

(638)

Plus: depreciation and amortization

 

 

14,080

 

 

10,141

Plus: stock-based compensation

 

 

12,578

 

 

9,127

Plus: contingent compensation(1)

 

 

 

 

430

Plus: transaction costs

 

 

 

 

26,807

Plus: impairment loss on goodwill

 

 

 

 

23,269

Plus: expense not incurred in the regular course of business(2)

 

 

754

 

 

21,478

Adjusted EBITDA

 

$

(72,018)

 

$

(89,717)

 

 

 

 

 

 

(1) Represents retention-based compensation related to a 2019 acquisition

(2) Of the total amount of the adjustment in 2022, $21.3 million is related to the 2022 Exchange Transaction, inclusive of the accrual for a possible tax obligation arising from the transaction. $4.4 million is related to special project expenses associated with preparation for becoming a public company that the Company does not expect to be recurring expenses.img248481801_0.jpg

Investors:

investors@getaround.com

Media:

press@getaround.com