Receives Continued Listing Standard Notice from
NYSE
Expects to File Notification of Delayed 2022
Form 10-K
Getaround, Inc. (“Getaround” or “the Company”), the world's
first connected carsharing marketplace, today announced selected
preliminary unaudited financial results for its full year ended
December 31, 2022 and provided an initial outlook for the full year
2023.
Full Year 2022 Preliminary Unaudited Financial
Results
Based on preliminary unaudited financial and other information,
the Company expects to report the following preliminary unaudited
condensed combined financial information for the full fiscal year
ended December 31, 2022:
- Total revenues in the range of $59 million to $60 million
- Service revenue in the range of $57 million to $58 million
- Gross margin from Service revenue in the range of 85% to
86%
- Cash and cash equivalents of approximately $64.3 million at
December 31, 2022
- Total shares outstanding of approximately 92.2 million at
December 31, 2022
Key Business Metrics and Non-GAAP Financial Measures
The Company also expects to report the following preliminary
results for its key business metrics and non-GAAP financial
measures as of December 31, 2022:
- Gross Booking Value expected to be approximately $175
million
- Net Marketplace Value expected to be approximately $78
million
- Trip contribution margin expected in a range of 47% to 48%
Please refer to Getaround’s registration statement on Form S-4
(No. 333-266054) filed with the Securities and Exchange Commission
on November 10, 2022 for a description of the key business metrics
and non-GAAP financial metrics included above. Reconciliations of
service revenues to Net Marketplace Value and gross margin from
services revenue to trip contribution margin, respectively, are
provided in the tables accompanying this press release. Additional
information about the Company's non-GAAP financial measures can be
found under the caption “About Non-GAAP Financial Measures”
below.
Getaround, Inc. has not completed preparation of its
financial statements for the year ended December 31, 2022. The
revenue ranges presented in this press release for the year ended
December 31, 2022 are preliminary and unaudited and are thus
inherently uncertain and subject to change as we complete our
financial results for 2022. Getaround, Inc. is in the process of
completing its year-end close and review procedures as of and for
the year ended December 31, 2022, including the review of such
financial results by the Company’s audit committee, and there can
be no assurance that final results for this period will not differ
from these estimates. During the course of the preparation of
Getaround, Inc.’s consolidated financial statements and related
notes as of and for the year ended December 31, 2022, Getaround or
its independent registered public accountants may identify items
that could cause final reported results to be materially different
from the preliminary financial estimates presented herein.
“Getaround is looking ahead to an exciting year. We have made
the necessary enhancements to our operational structure in order to
maximize efficiency and profitability, while remaining focused on
driving growth, said Sam Zaid, Getaround CEO. “Our confidence is
supported by robust demand for Getaround's digital carsharing
services in both the U.S. and Europe, enabling us to sustain our
leadership position at the forefront of this industry-wide
transformation.”
Zaid continued, “We are confident that the decisions we made
have put us on track to generate sustained margin improvement in
2023. We expect focus on balanced growth while improving margins
and reducing fixed operating expenses should result in improved
Adjusted EBITDA as we move ahead.”
Full Year 2023 Outlook
For the fiscal year ending December 31, 2023, the Company
expects:
- Gross Booking Value to be in the range of $180 million to $200
million
- Adjusted EBITDA loss to be in the range of $45 million to $50
million
The guidance provided above constitutes forward-looking
statements and actual results may differ materially. Refer to the
“Forward-Looking Statements” safe harbor section below for
information on the factors that could cause our actual results to
differ materially from these forward-looking statements.
Adjusted EBITDA is a non-GAAP financial measure and excludes
estimates for, among other things, stock-based compensation
expense, depreciation and amortization expense, contingent
compensation expense, and certain expenses determined to be
incurred outside of the regular course of business. A
reconciliation of this non-GAAP financial guidance measure to a
corresponding GAAP financial guidance measure is not available on a
forward-looking basis because the Company does not provide guidance
on GAAP Net Loss and is not able to present the various reconciling
cash and non-cash items between GAAP Net Loss and non-GAAP Adjusted
EBITDA without unreasonable effort. In particular, stock-based
compensation expense is impacted by the Company’s future hiring and
retention needs, as well as the future fair market value of its
common stock, all of which is difficult to predict and is subject
to change. The actual amount of these expenses during 2023 will
have a significant impact on the Company’s future GAAP financial
results.
Late Filing on Form 12b-25
The Company expects to file Notification of Late Filing on Form
12b-25 with the SEC as it has determined it will be unable to file
its Annual Report on Form 10-K (the “Annual Report”) by its
original due date of March 31, 2023 as it requires additional time
to complete certain open audit and technical accounting matters,
including items related to preliminary purchase price allocation of
the InterPrivate II Merger and consolidation of Getaround’s results
into InterPrivate II’s financial statements.
The Company is working diligently to file the Form 10-K as soon
as reasonably practicable. The Company will make a subsequent
announcement to schedule the date and time of its fourth quarter
and full-year 2022 earnings release and conference call once the
filing date of its Form 10-K is confirmed.
Getaround Receives Continued Listing Standard Notice from
NYSE
On March 27, 2023, the Company received notice from the New York
Stock Exchange (“NYSE”) indicating it is not in compliance with
Section 802.01B of the NYSE Listed Company Manual because its
average global market capitalization over a consecutive 30
trading-day period was less than $50 million and, at the same time,
its last reported stockholders’ equity was less than $50
million.
Getaround intends to notify NYSE of its intent to cure the
global market capitalization deficiency and return to compliance
with the NYSE continued listing standards. Under NYSE rules,
Getaround has 45 days from the receipt of the notice to submit a
plan advising the NYSE of definitive action Getaround has taken, or
is taking, which would bring Getaround into compliance with the
minimum global market capitalization listing standard within 18
months of receipt of the notice. Getaround intends to develop and
submit a plan to bring it into compliance with the NYSE continued
listing standards within the required time frame by pursuing
measures that are in the best interests of Getaround and its
stockholders. The NYSE will review the plan and, within 45 days of
its receipt, determine whether Getaround has made a reasonable
demonstration of an ability to conform to the relevant standards in
the applicable cure period.
The notice has no immediate impact on the listing of Getaround’s
common stock. If the NYSE accepts the plan, Getaround’s common
stock will continue to be listed and trade on the NYSE during the
applicable cure period, subject to Getaround’s compliance with
other NYSE continued listing standards and continued periodic
review by the NYSE of Getaround’s progress with respect to its
plan. If the plan is not submitted on a timely basis or is not
accepted by the NYSE, the NYSE could initiate delisting
proceedings.
In addition, as previously disclosed on February 1, 2023,
Getaround received written notice from the NYSE on January 30,
2023, that it was not in compliance with Section 802.01C of the
NYSE Listed Company Manual because the average closing price of
Getaround’s common stock was less than $1.00 over a consecutive 30
trading-day period. In connection with the January notice,
Getaround notified the NYSE that it intends to cure the stock price
deficiency and to return to compliance with the NYSE continued
listing standard with respect to the deficiency under Section
802.01C. Getaround is currently within the six-month cure period
following receipt of the January notice.
About Non-GAAP Financial Measures
To supplement our financial results presented in accordance with
Generally Accepted Accounting Principles (GAAP), this press release
contains certain non-GAAP financial measures, including Net
Marketplace Value, Trip Contribution Profit, Trip Contribution
Margin and Adjusted EBITDA. We believe these non-GAAP financial
measures are helpful in understanding our past financial
performance and future results. Our non-GAAP financial measures
should not be considered in isolation or as a substitute for
comparable GAAP measures and should be read in conjunction with our
consolidated financial statements prepared in accordance with GAAP.
Our management regularly uses our supplemental non-GAAP financial
measures internally to understand and manage our business and
forecast future periods. These non-GAAP financial measures are not
based on any standardized methodology prescribed by GAAP and are
not necessarily comparable to similar measures presented by other
companies. 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.
Our non-GAAP Financial measures are described as follows:
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.
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.
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 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.
The following tables present reconciliations of the non-GAAP
financial measures used in this press release from the most
comparable GAAP measures for the periods presented:
Net Marketplace Value
Year Ended
December 31,
($ in
millions)
2022
Service Revenues
$57 - $58
Plus: EU insurance share
$20 - $21
Net Marketplace Value
$77 - $78
Trip Contribution Margin
Year Ended
December 31,
($ in
millions)
2022
Service revenue
$57 - $58
Less: Cost of Service revenue, net of
amortization and depreciation (1)
$(5) - $(5)
Less: Cost of Service revenue,
amortization and depreciation
$(3) - $(3)
Gross profit from Service revenue
$49 - $50
Gross margin from Service revenue
85% - 86%
(1) Assumes that the book value of
developed technology does not change as a consequence of the
Business Combination. This assumption is preliminary and pending
potential fair value assessment, if required.
Year Ended
December 31,
($ in
millions)
2022
Gross profit from Service revenue
$49 - $50
Gross margin from Service revenue
85% - 86%
Plus: Cost of Service revenue,
amortization and depreciation
$3 - $3
Less: Trip support costs
$(25) - $(26)
Trip Contribution Profit
$27 - $28
Trip Contribution Margin
47% - 48%
About Getaround
Offering a 100% digital experience, Getaround 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 the United States and Europe. For more information,
please visit https://www.getaround.com/.
Forward-Looking Statements
Certain statements in this press release may constitute
“forward-looking statements” within the meaning of the federal
securities laws. Forward-looking statements generally relate to
future events, such as statements by Getaround’s chief executive
officer, statements regarding expected financial results, key
business metrics and non-GAAP financial measures for the year ended
December 31, 2022, the heading “Full Year 2023 Outlook” the
expected filing of the Form 12b-25 and the anticipated timing for
filing the Annual Report, Getaround’s plan to notify the NYSE of
its intent to cure the continued listing requirement deficiency and
any potential plans to cure the deficiency. In some cases, you can
identify forward-looking statements by terminology such as
“intends,” “plans,” and “will,” or the negative of these terms or
variations of them or similar terminology. Such forward-looking
statements are subject to risks, uncertainties, and other factors
which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. We have
based these forward-looking statements on our current expectations
and assumptions and analyses made by us in light of our experience
and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe
are appropriate under the circumstances. However, whether actual
results and developments will conform with our expectations and
predictions is subject to a number of risks and uncertainties, many
of which are beyond our control, including the identification of
adjustments to the preliminary results presented in this release
upon completion of the financial close process for the year;
Getraound’s ability to complete its Annual Report, including the
audit of its financial statements for the fiscal year ended
December 31, 2022, within the applicable time periods; Getaround’s
ability to regain compliance with the continued listing standards
of the NYSE within the applicable cure period; Getaround’s ability
to continue to comply with applicable listing standards of the
NYSE; and the other factors under the heading “Risk Factors” in our
Current Report on Form 8-K filed with the SEC on December 14, 2022,
and in other filings that the Company has made and may make with
the SEC in the future. All of the forward-looking statements made
in this press release are qualified by these cautionary statements.
The actual results or developments anticipated may not be realized
or, even if substantially realized, they may not have the expected
consequences to or effects on the Company or our business or
operations. Such statements are not intended to be a guarantee of
future performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
You should not place undue reliance on these forward-looking
statements, which are made only as of the date of this press
release. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws.
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