UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition.
On August 9, 2022, CarLotz, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022. The press release dated August 9, 2022 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
On August 9, 2022, CarLotz, Inc., a Delaware corporation (“CarLotz”), Shift Technologies, Inc., a Delaware corporation (“Shift”), and Shift Remarketing Operations, Inc., a Delaware corporation and direct wholly owned subsidiary of Shift (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will be merged with and into CarLotz, with CarLotz continuing as the surviving corporation and as a direct wholly owned subsidiary of Shift (the “Merger”). On August 9, 2022, CarLotz and Shift issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
Important Additional Information
In connection with the proposed transaction, Shift Technologies, Inc. (“Shift”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), that will include a joint proxy statement of Shift and CarLotz, that also constitutes a prospectus of Shift (the “joint proxy statement/prospectus”). Security holders of Shift and CarLotz are urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed with the SEC when they become available, because they will contain important information. A definitive joint proxy statement/prospectus will be sent to Shift’s shareholders and to CarLotz’s shareholders. Security holders will be able to obtain the registration statement and the joint proxy statement/prospectus from the SEC’s website or from Shift or CarLotz as described in the paragraph below.
The documents filed by Shift with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Shift by requesting them by mail at 290 Division Street, Suite 400, San Francisco, California. The documents filed by CarLotz with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from CarLotz by requesting them by mail at 3301 W. Moore St., Richmond, Virginia 23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of CarLotz is set forth in the definitive proxy statement for CarLotz’s 2022 annual meeting of stockholders, as previously filed with the SEC on April 29, 2022 and in CarLotz’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 15, 2022, as supplemented by CarLotz subsequent filings with the SEC. Information about the directors and executive officers of Shift and their ownership of Shift shares is set forth in the definitive proxy statement for Shift’s 2022 annual meeting of stockholders, as previously filed with the SEC on June 26, 2022. Free copies of these documents may be obtained as described in the paragraph above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties. Shift’s and CarLotz’s experience and results may differ materially from the experience and results anticipated in such statements. Such forward looking statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of Shift’s and CarLotz’s business are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the stockholders of Shift or CarLotz for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Shift or CarLotz; (5) the ability of Shift and CarLotz to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; (10) legislative, regulatory and economic developments; and (11) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by Shift or CarLotz. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Shift nor CarLotz undertake any commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Exhibit No. | Exhibit Title |
99.1 | Press Release dated August 9, 2022 |
99.2 | Joint Press Release dated August 9, 2022 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
CARLOTZ, INC. | ||
Dated: August 9, 2022 | By: | /s/ Lev Peker |
Name: | Lev Peker | |
Title: | Chief Executive Officer |
Exhibit 99.1
CarLotz Announces Second Quarter Fiscal 2022 Financial Results
Second Quarter Revenue Grew 51% versus Last Year to $76.5 million
Second Quarter Retail Unit Sales of 2,421
Second Quarter F&I Revenue Grew 80% versus Last Year
August 9, 2022 – Richmond, VA (GLOBE NEWSWIRE) – CarLotz, Inc. (the “Company” or “CarLotz”; NASDAQ: LOTZ), a consignment-to-retail used vehicle marketplace, today announced financial results for the second quarter ended June 30, 2022.
Second Quarter 2022 Financial Results
• | Net revenue increased 51% to $76.5 million from $50.8 million in the same period in 2021 |
• | Retail unit sales increased 21% to 2,421 from 2,009 in the same period in 2021 |
• | Finance & insurance revenue increased 80% to $3.2 million from $1.8 million in the same period in 2021 |
• | Gross profit was $1.5 million compared to $4.2 million in the same period in 2021 |
• | Retail GPU was $1,200 compared to $2,175 in the same period in 2021 |
• | Net loss attributable to common shareholders was $(34.9) million, or $(0.31) per diluted share, compared to $(7.2) million, or $(0.06) per diluted share, in the same period in 2021 |
• | Adjusted EBITDA was $(25.2) million compared to $(15.2) million in the same period in 2021 |
Definitive Merger Agreement with Shift
In a separate press release, CarLotz and Shift Technologies, Inc. (“Shift”) (Nasdaq: SFT) today announced that they have agreed to merge (the “Transaction”). Under the terms of the merger agreement, CarLotz shareholders are expected to receive approximately 0.692158 shares of Shift common stock for each share of CarLotz common stock. The actual exchange ratio will be adjusted at the closing based on Shift’s issued and outstanding shares prior to the effective time of the merger, relative to the fully diluted CarLotz shares prior to the effective time of the merger. Based on the expected exchange ratio, upon the closing of the merger Shift’s then-current equity holders will own approximately 52.9% of the combined company, and CarLotz’s then-current equity holders will own approximately 47.1% of the combined company, calculated on a fully diluted basis. We expect the Transaction to close in Q4 2022 subject to CarLotz’s and Shift’s shareholders' approvals and other customary and regulatory approvals.
Webcast and Conference Call Information
Given the announcement of the definitive merger agreement between CarLotz and Shift, CarLotz will not host a webcast and conference call to discuss the second quarter 2022 financial results.
Please refer to the investor presentation found on the Shift investor relations website and the investor call hosted by Shift management on Tuesday, August 9, 2022, at 5:00 p.m. ET for details regarding the proposed Transaction. Interested parties may access this webcast of the investor call from the investor relations website for Shift at Investor Relations | Shift Technologies, Inc..
About CarLotz
CarLotz operates a consignment-to-retail used vehicle marketplace that provides our corporate vehicle sourcing partners and retail sellers of used vehicles with the ability to easily access the retail sales channel. Our mission is to create the world's greatest vehicle buying and selling experience. We operate a technology-enabled buying, sourcing, and selling model that offers an omni-channel experience and diverse selection of vehicles. Our proprietary technology provides our corporate vehicle sourcing partners with real-time performance metrics and data analytics, along with custom business intelligence reporting that enables vehicle triage optimization between the wholesale and retail channels.
Important Additional Information
In connection with the proposed transaction, Shift Technologies, Inc. (“Shift”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), that will include a joint proxy statement of Shift and CarLotz, that also constitutes a prospectus of Shift (the “joint proxy statement/prospectus”). Security holders of Shift and CarLotz are urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed with the SEC when they become available, because they will contain important information. A definitive joint proxy statement/prospectus will be sent to Shift’s shareholders and to CarLotz’ shareholders. Security holders will be able to obtain the registration statement and the joint proxy statement/prospectus from the SEC’s website or from Shift or CarLotz as described in the paragraph below.
The documents filed by Shift with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Shift by requesting them by mail at 290 Division Street, Suite 400, San Francisco, California. The documents filed by CarLotz with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from CarLotz by requesting them by mail at 3301 W. Moore St., Richmond, Virginia 23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of CarLotz is set forth in the definitive proxy statement for CarLotz’ 2022 annual meeting of stockholders, as previously filed with the SEC on April 29, 2022 and in CarLotz’ Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 15, 2022, as supplemented by CarLotz subsequent filings with the SEC. Information about the directors and executive officers of Shift and their ownership of Shift shares is set forth in the definitive proxy statement for Shift’s 2022 annual meeting of stockholders, as previously filed with the SEC on June 26, 2022. Free copies of these documents may be obtained as described in the paragraph above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include statements that are not historical facts, such as statements concerning possible or assumed future actions, business strategies, events or results of operations, including statements regarding CarLotz’ expectations or predictions of future financial or business performance or conditions, and regarding the timing and consummation of the Transaction. Forward-looking statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions. Such statements are based on management’s current expectations and are not guarantees of future performance. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, expressed or implied by these forward-looking statements. Factors that could cause such differences include those disclosed in CarLotz’ filings with the SEC, including those resulting from the impact of the ongoing Covid-19 pandemic on our business and general business and economic conditions and our ability to successfully execute our business plan. Forward-looking statements speak only as of the date they are made, and CarLotz is under no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Investors:
Susan Lewis, VP - Investor Relations, slewis@carlotz.com
CarLotzIR@icrinc.com
Media:
Leslie Griles, Leslie.Griles@CarLotz.com
CarLotz, Inc. and Subsidiaries — Condensed Consolidated Balance Sheet
(unaudited)
(In thousands, except share data)
​ | June 30, 2022 | December 31, 2021 | ||||||
Assets | ​ | ​ | ||||||
Current Assets: | ​ | ​ | ||||||
Cash and cash equivalents | $ | 70,022 | $ | 75,029 | ||||
Restricted cash | 4,021 | 4,336 | ||||||
Marketable securities – at fair value | 54,105 | 116,589 | ||||||
Accounts receivable, net | 10,012 | 8,206 | ||||||
Inventories | 31,893 | 40,985 | ||||||
Other current assets | 7,684 | 4,705 | ||||||
Operating and finance lease assets, property, and equipment held for sale | 28,526 | — | ||||||
Total Current Assets | 206,263 | 249,850 | ||||||
Marketable securities – at fair value | 848 | 1,941 | ||||||
Property and equipment, net | 7,044 | 22,628 | ||||||
Capitalized website and internal-use software costs, net | 12,918 | 13,716 | ||||||
Operating lease assets | 22,235 | — | ||||||
Finance lease assets, net | 2,803 | — | ||||||
Lease vehicles, net | 2,598 | 1,596 | ||||||
Other assets | 538 | 558 | ||||||
Total Assets | $ | 255,247 | $ | 290,289 | ||||
Liabilities and Stockholders’ Equity (Deficit) | ​ | ​ | ||||||
Current Liabilities: | ​ | |||||||
Current portion of finance lease liabilities | $ | 90 | $ | 509 | ||||
Floor plan notes payable | 15,689 | 27,815 | ||||||
Accounts payable | 3,926 | 6,352 | ||||||
Accrued expenses | 14,114 | 14,428 | ||||||
Current portion of operating lease liabilities | 4,445 | — | ||||||
Other current liabilities | 580 | 754 | ||||||
Operating and finance lease liabilities associated with assets held for sale | 30,122 | — | ||||||
Total Current Liabilities | 68,966 | 49,858 | ||||||
Finance lease liabilities, less current portion | 4,216 | 12,206 | ||||||
Operating lease liabilities, less current portion | 22,336 | — | ||||||
Earnout shares liability | 1,063 | 7,679 | ||||||
Merger warrants liability | 1,478 | 6,291 | ||||||
Other liabilities | 579 | 744 | ||||||
Total Liabilities | 98,638 | 76,778 | ||||||
Commitments and Contingencies (Note 15) | — | — | ||||||
Stockholders’ Equity (Deficit): | ||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares, 114,479,662 and 113,996,401 shares issued and outstanding at June 30, 2022 and December 31, 2021 | 11 | 11 | ||||||
Additional paid-in capital | 290,398 | 287,509 | ||||||
Accumulated deficit | (133,657 | ) | (73,916 | ) | ||||
Accumulated other comprehensive (loss) | (143 | ) | (93 | ) | ||||
Total Stockholders’ Equity (Deficit) | 156,609 | 213,511 | ||||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 255,247 | $ | 290,289 |
CarLotz, Inc. and Subsidiaries — Consolidated Statements of Operations
(unaudited)
(In thousands, except per share and share data)
​ | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
​ | 2022 | 2021 | 2022 | 2021 | ||||||||||||
Revenues: | ​ | ​ | ​ | ​ | ||||||||||||
Retail vehicle sales | $ | 59,211 | $ | 44,230 | $ | 109,799 | $ | 94,613 | ||||||||
Wholesale vehicle sales | 13,949 | 4,660 | 22,524 | 9,228 | ||||||||||||
Finance and insurance, net | 3,196 | 1,780 | 6,900 | 3,334 | ||||||||||||
Lease income, net | 137 | 98 | 283 | 205 | ||||||||||||
Total Revenues | 76,493 | 50,768 | 139,506 | 107,380 | ||||||||||||
Cost of sales (exclusive of depreciation) | 75,011 | 46,586 | 135,947 | 101,190 | ||||||||||||
Gross Profit | 1,482 | 4,182 | 3,559 | 6,190 | ||||||||||||
Operating Expenses: | ​ | ​ | ​ | |||||||||||||
Selling, general and administrative | 27,009 | 19,386 | 54,684 | 38,259 | ||||||||||||
Stock-based compensation expense | 1,141 | 3,704 | 2,825 | 45,667 | ||||||||||||
Depreciation and amortization expense | 2,359 | 95 | 4,147 | 478 | ||||||||||||
Management fee expense – related party | — | — | — | 2 | ||||||||||||
Impairment expense | 724 | — | 724 | — | ||||||||||||
Restructuring expenses | 10,731 | — | 10,731 | — | ||||||||||||
Total Operating Expenses | 41,964 | 23,185 | 73,111 | 84,406 | ||||||||||||
Loss from Operations | (40,482 | ) | (19,003 | ) | (69,552 | ) | (78,216 | ) | ||||||||
Interest expense | 594 | 184 | 1,210 | 359 | ||||||||||||
Other Income, net | ​ | |||||||||||||||
Change in fair value of Merger warrants liability | 3,213 | 325 | 4,813 | 12,683 | ||||||||||||
Change in fair value of earnout shares | 2,587 | 12,210 | 6,616 | 44,056 | ||||||||||||
Other income (expense) | 371 | (553 | ) | (408 | ) | (391 | ) | |||||||||
Total Other Income, net | 6,171 | 11,982 | 11,021 | 56,348 | ||||||||||||
Loss Before Income Tax Expense | (34,905 | ) | (7,205 | ) | (59,741 | ) | (22,227 | ) | ||||||||
Income tax expense | — | — | — | — | ||||||||||||
Net Loss | $ | (34,905 | ) | $ | (7,205 | ) | $ | (59,741 | ) | $ | (22,227 | ) | ||||
Net Loss per Share, basic and diluted | $ | (0.31 | ) | $ | (0.06 | ) | $ | (0.52 | ) | $ | (0.21 | ) | ||||
Weighted-average Shares used in Computing Net Loss per Share, basic and diluted | 114,237,681 | 113,670,060 | 114,146,645 | 107,279,227 |
CarLotz, Inc. and Subsidiaries — Condensed Consolidated Statements of Cash Flows
(unaudited)
(In thousands, except per share and share data)
​ | Six Months Ended June 30, | |||||||
​ | 2022 | 2021 | ||||||
Cash Flow from Operating Activities | ​ | ​ | ||||||
Net loss | $ | (59,741 | ) | $ | (22,227 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ​ | |||||||
Depreciation and amortization – property, equipment, ROU assets and capitalized software | 6,725 | 448 | ||||||
Impairment expense | 724 | — | ||||||
Restructuring charges | 10,731 | — | ||||||
Amortization and accretion - marketable securities | 752 | 788 | ||||||
Depreciation – lease vehicles | 217 | 30 | ||||||
Provision for doubtful accounts | 777 | — | ||||||
Stock-based compensation expense | 2,825 | 45,667 | ||||||
Change in fair value of Merger warrants liability | (4,813 | ) | (12,683 | ) | ||||
Change in fair value of earnout shares | (6,616 | ) | (44,056 | ) | ||||
Change in Operating Assets and Liabilities: | ​ | ​ | ||||||
Accounts receivable | (2,583 | ) | (1,279 | ) | ||||
Inventories | 9,092 | (36,117 | ) | |||||
Other current assets | (2,979 | ) | (5,466 | ) | ||||
Other assets | 20 | (4,091 | ) | |||||
Accounts payable | (2,426 | ) | 2,499 | |||||
Accrued expenses | (161 | ) | 6,187 | |||||
Accrued expenses – related party | — | (229 | ) | |||||
Other current liabilities | (174 | ) | 447 | |||||
Other liabilities | (166 | ) | (582 | ) | ||||
Net Cash Used in Operating Activities | (47,796 | ) | (70,664 | ) | ||||
Cash Flows from Investing Activities | ​ | ​ | ||||||
Purchase of property and equipment | (5,106 | ) | (3,548 | ) | ||||
Capitalized website and internal-use software costs | (1,734 | ) | (6,601 | ) | ||||
Purchase of marketable securities | (52,072 | ) | (307,560 | ) | ||||
Proceeds from sales of marketable securities | 114,915 | 128,954 | ||||||
Purchase of lease vehicles | (1,220 | ) | (344 | ) | ||||
Net Cash (Used in) Provided by Investing Activities | 54,783 | (189,099 | ) | |||||
Cash Flows from Financing Activities | ​ | ​ | ||||||
Payments made on finance leases | (246 | ) | (18 | ) | ||||
Advance from holder of marketable securities | — | 4,722 | ||||||
PIPE issuance | — | 125,000 | ||||||
Merger financing | — | 309,999 | ||||||
Payment made on accrued dividends | — | (4,853 | ) | |||||
Payments to existing shareholders of Former CarLotz | — | (62,693 | ) | |||||
Transaction costs and advisory fees | — | (47,579 | ) | |||||
Payments made on cash considerations associated with stock options | — | (2,465 | ) | |||||
Repayment of Paycheck Protection Program loan | — | (1,749 | ) | |||||
Payments made on note payable | — | (3,000 | ) | |||||
Payments on floor plan notes payable | (82,394 | ) | (29,056 | ) | ||||
Borrowings on floor plan notes payable | 70,268 | 52,444 | ||||||
Employee stock option exercise | 66 | — | ||||||
Payments made for tax on equity award transactions | (3 | ) | — | |||||
Net Cash (Used in) Provided by Financing Activities | (12,309 | ) | 340,752 | |||||
Net Change in Cash and Cash Equivalents Including Restricted Cash | (5,322 | ) | 80,989 | |||||
Cash and cash equivalents and restricted cash, beginning | 79,365 | 2,813 | ||||||
Cash and cash equivalents and restricted cash, ending | $ | 74,043 | $ | 83,802 | ||||
Supplemental Disclosure of Cash Flow Information | ||||||||
Cash paid for interest | $ | 1,163 | $ | 490 | ||||
Supplementary Schedule of Non-cash Investing and Financing Activities: | ​ | |||||||
Transfer from lease vehicles to inventory | $ | — | $ | 150 | ||||
KAR/AFC exercise of stock warrants | — | (144 | ) | |||||
KAR/AFC conversion of notes payable | — | (3,625 | ) | |||||
Convertible redeemable preferred stock tranche obligation expiration | — | (2,832 | ) | |||||
Capitalized website and internal use software costs accrued | — | (3,488 | ) | |||||
Purchases of property under capital lease obligation | (247 | ) | (6,504 | ) |
CarLotz, Inc. and Subsidiaries — Results of Operations and Retail Gross Profit per Unit
(unaudited)
(In thousands, except share data)
​ | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
​ | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||||||||||
​ | ($ in thousands, except per unit metrics) | ($ in thousands, except per unit metrics) | ||||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||
Retail vehicle sales | $ | 59,211 | $ | 44,230 | 33.9 | % | $ | 109,799 | $ | 94,613 | 16.1 | % | ||||||||||||
Wholesale vehicle sales | 13,949 | 4,660 | 199.3 | % | 22,524 | 9,228 | 144.1 | % | ||||||||||||||||
Finance and insurance, net | 3,196 | 1,780 | 79.6 | % | 6,900 | 3,334 | 107.0 | % | ||||||||||||||||
Lease income, net | 137 | 98 | 39.8 | % | 283 | 205 | 38.0 | % | ||||||||||||||||
Total revenues | 76,493 | 50,768 | 50.7 | % | 139,506 | 107,380 | 29.9 | % | ||||||||||||||||
Cost of sales: | ​ | ​ | ​ | ​ | ||||||||||||||||||||
Retail vehicle cost of sales | 59,502 | 41,641 | 42.9 | % | 111,917 | 90,558 | 23.6 | % | ||||||||||||||||
Wholesale vehicle cost of sales | 15,509 | 4,945 | 213.6 | % | 24,030 | 10,632 | 126.0 | % | ||||||||||||||||
Total cost of sales | $ | 75,011 | $ | 46,586 | 61.0 | % | $ | 135,947 | $ | 101,190 | 34.3 | % | ||||||||||||
Gross profit: | ​ | ​ | ​ | ​ | ||||||||||||||||||||
Retail vehicle gross profit (loss) | $ | (291 | ) | $ | 2,589 | (111.2 | )% | $ | (2,118 | ) | $ | 4,055 | (152.2 | )% | ||||||||||
Wholesale vehicle gross profit (loss) | (1,560 | ) | (285 | ) | (447.4 | )% | (1,506 | ) | (1,404 | ) | 7.3 | % | ||||||||||||
Finance and insurance gross profit | 3,196 | 1,780 | 79.6 | % | 6,900 | 3,334 | 107.0 | % | ||||||||||||||||
Lease income, net | 137 | 98 | 39.8 | % | 283 | 205 | 38.0 | % | ||||||||||||||||
Total gross profit | $ | 1,482 | $ | 4,182 | (64.6 | )% | $ | 3,559 | $ | 6,190 | (42.5 | )% | ||||||||||||
Retail gross profit per unit(1): | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||||||||||
Retail vehicle gross profit (loss) | (291 | ) | 2,589 | (111.2 | )% | (2,118 | ) | 4,055 | (152.2 | )% | ||||||||||||||
Finance and insurance gross profit | 3,196 | 1,780 | 79.6 | % | 6,900 | 3,334 | 107.0 | % | ||||||||||||||||
Total retail vehicle and finance and insurance gross profit | 2,905 | 4,369 | (33.5 | )% | 4,782 | 7,389 | (35.3 | )% | ||||||||||||||||
Retail vehicle unit sales | 2,421 | 2,009 | 20.5 | % | 4,691 | 4,563 | 2.8 | % | ||||||||||||||||
Retail vehicle gross profit per unit | $ | 1,200 | $ | 2,175 | (44.8 | )% | $ | 1,019 | $ | 1,619 | (37.1 | )% | ||||||||||||
Wholesale gross profit per unit(2): | ||||||||||||||||||||||||
Wholesale vehicle gross profit (loss) | (1,560 | ) | (285 | ) | (447.4 | )% | (1,506 | ) | (1,404 | ) | 7.3 | % | ||||||||||||
Wholesale vehicle unit sales | 706 | 394 | 79.2 | % | 1,270 | 837 | 51.7 | % | ||||||||||||||||
Wholesale vehicle gross profit per unit | $ | (2,210 | ) | $ | (723 | ) | (205.7 | )% | $ | (1,186 | ) | $ | (1,677 | ) | 29.3 | % |
(1) Gross profit per unit is calculated as gross profit for retail vehicles and finance and insurance, each of which is divided by the total number of retail vehicles sold in the period.
(2) Wholesale gross profit per unit is calculated as gross profit for wholesale vehicles, each of which is divided by the total number of wholesale vehicles sold in the period.
Reconciliation of Non-GAAP Financial Measures
To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, we also present the following non-GAAP measures: EBITDA and Adjusted EBITDA. We believe the presentation of both GAAP and non-GAAP financial measures provides investors with increased transparency into financial measures used by our management team, and it also improves investors’ understanding of our underlying operating performance and their ability to analyze our ongoing operating trends. All historic non-GAAP financial measures have been reconciled with the most directly comparable GAAP financial measures.
EBITDA is defined as net loss attributable to common stockholders adjusted to exclude interest expense, income tax expense and depreciation and amortization expense.
Adjusted EBITDA is EBITDA adjusted to exclude certain expenses related to the Company’s capital structure and management fee expense prior to the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2020 (as amended by Amendment No. 1, dated December 16, 2020), by and among CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.), Acamar Partners Sub, Inc., a wholly owned subsidiary of CarLotz, Inc., and CarLotz Group, Inc. (f/k/a CarLotz, Inc.) (“Former CarLotz”), pursuant to which Acamar Partners Sub, Inc. merged with and into Former CarLotz, with Former CarLotz surviving as the surviving company and as a wholly owned subsidiary of CarLotz, Inc. (the “Merger”), , stock compensation expense and other non-operating income and expenses, including interest, investment gain/loss and nonrecurring income/expense.
Management believes the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA is useful to investors in comparing the Company’s performance prior to the Merger and the Company’s performance following the Merger.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of the results as reported under GAAP. These measures may not be comparable to similarly titled measures reported by other companies.
The following tables reconcile EBITDA and Adjusted EBITDA to net loss attributable to common stockholders for the periods presented:
CarLotz, Inc. and Subsidiaries — EBITDA and Adjusted EBITDA
(unaudited)
(In thousands, except share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
($ in thousands) | ||||||||||||||||
Net Loss | $ | (34,905 | ) | $ | (7,205 | ) | $ | (59,741 | ) | $ | (22,227 | ) | ||||
Adjusted to exclude the following: | ||||||||||||||||
Interest expense | 594 | 184 | 1,210 | 359 | ||||||||||||
Income tax expense | — | — | — | — | ||||||||||||
Depreciation and amortization expense | 2,359 | 95 | 4,147 | 478 | ||||||||||||
EBITDA | $ | (31,952 | ) | $ | (6,926 | ) | $ | (54,384 | ) | $ | (21,390 | ) | ||||
Other expense | (371 | ) | 553 | 408 | 391 | |||||||||||
Stock compensation expense | 1,141 | 3,704 | 2,825 | 45,667 | ||||||||||||
Management fee expense - related party | — | — | — | 2 | ||||||||||||
Change in fair value of warrants liability | (3,213 | ) | (325 | ) | (4,813 | ) | (12,683 | ) | ||||||||
Change in fair value of earnout provision | (2,587 | ) | (12,210 | ) | (6,616 | ) | (44,056 | ) | ||||||||
Restructuring expense | 11,741 | — | 11,741 | — | ||||||||||||
Adjusted EBITDA | $ | (25,241 | ) | $ | (15,204 | ) | $ | (50,839 | ) | $ | (32,069 | ) |
Exhibit 99.2
Shift and CarLotz Agree To Merge, Creating a Differentiated Used Auto Ecommerce Retailer
● | Merger will create a leading omnichannel auto retailer |
● | Combination of complementary geographic footprints, with Shift’s strong presence on the West Coast and CarLotz’s retail stores in the mid-Atlantic region |
● | Upon close, combined company anticipated to have a cash position of approximately $125 million |
SAN FRANCISCO and RICHMOND, August 9, 2022 — Shift Technologies, Inc. (Nasdaq: SFT), a leading end-to-end ecommerce platform for buying and selling used cars, and CarLotz, Inc. (Nasdaq: LOTZ), a leading consignment-to-retail used vehicle marketplace, announced today that they have entered into a definitive agreement to combine in a stock-for-stock merger. The combined company will continue to trade on Nasdaq under the ticker SFT.
The combination will create the destination for the best online and in-person used car purchasing experience, allowing the customer to seamlessly shop the broadest assortment of used vehicle inventory, and complete the transaction however they prefer.
The merger brings together the most profitable assets of both companies. The two businesses have complementary geographies, with Shift’s footprint concentrated on the West Coast, while CarLotz has built a strong presence in the mid-Atlantic region. CarLotz will be able to leverage Shift’s proprietary inventory acquisition engine and at-home delivery offering to obtain differentiated inventory and expand its geographic footprint, while Shift will be able to leverage CarLotz’s presence to scale its dealer marketplace on the East Coast.
“The Shift and CarLotz teams have admired each other and our respective businesses for quite some time. We’ve always seen a considerable amount of strategic and cost synergies with a combined entity,” said George Arison, Shift’s Co-Founder and CEO. “We are strongly convinced that the merger will put us in a position to pursue a profitable future. As such, this is a transformative moment in Shift’s history by enabling us to advance our vision to be the end-to-end destination for car ownership that controls its own destiny.”
“While this is an exciting day for both companies, the merging of Shift and CarLotz will be most beneficial to consumers looking to buy or sell a used car,” said Lev Peker, CEO of CarLotz. “Shift’s technology and consumer sourcing abilities combined with our consignment and retail remarketing expertise will provide one extraordinary, omnichannel experience."
“We see immense opportunity in combining Shift’s proprietary acquisition engine, which excels in buying cars from customers, with CarLotz’s unique consignment relationships to create a truly differentiated inventory strategy,” said Jeff Clementz, Shift’s President and incoming CEO. “There’s also potential to leverage Shift’s back-end technology and online checkout flow at CarLotz’s retail locations, to drive significant process and cost efficiencies.”
Under the terms of the merger agreement, CarLotz shareholders are expected to receive approximately 0.692158 shares of Shift common stock for each share of CarLotz common stock. The actual exchange ratio will be adjusted at the closing based on Shift’s issued and outstanding shares prior to the effective time of the merger, relative to the fully diluted CarLotz shares prior to the effective time of the merger. Based on the expected exchange ratio, upon the closing of the merger Shift’s then-current equity holders will own approximately 52.9% of the combined company, and CarLotz’s then-current equity holders will own approximately 47.1% of the combined company, calculated on a fully diluted basis. We expect the transaction to close in Q4 2022 subject to CarLotz’s and Shift’s shareholders' approvals and other customary and regulatory approvals.
Shift is advised by Centerview Partners and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC. as financial advisor and Jenner & Block LLP as legal counsel. CarLotz is advised by William Blair & Company as financial advisor and Freshfields Bruckhaus Deringer LLP as legal counsel.
More information regarding the merger can be found in the presentation on Shift’s investor relations website.
About Shift
Shift is a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience. Shift’s mission is to make car purchase and ownership simple — to make buying or selling a used car fun, fair, and accessible to everyone. Shift provides comprehensive, digital solutions throughout the car ownership lifecycle, enabling customers to purchase a vehicle online with financing and vehicle protection products, and a vision to provide high-value support services during car ownership. For more information please visit www.shift.com.
About CarLotz
CarLotz operates a consignment-to-retail used vehicle marketplace that provides its corporate vehicle sourcing partners and retail sellers of used vehicles with the ability to easily access the retail sales channel. CarLotz’s mission is to create the world's greatest vehicle buying and selling experience. The Company operates a technology-enabled buying, sourcing, and selling model that offers an omni-channel experience and diverse selection of vehicles. CarLotz’s technology provides its corporate vehicle sourcing partners with real-time performance metrics and data analytics, along with custom business intelligence reporting that enables vehicle triage optimization between the wholesale and retail channels. For more information please visit www.carlotz.com.
Important Additional Information
In connection with the proposed transaction, Shift Technologies, Inc. (“Shift”) intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), that will include a joint proxy statement of Shift and CarLotz, that also constitutes a prospectus of Shift (the “joint proxy statement/prospectus”). Security holders of Shift and CarLotz are urged to carefully read the entire registration statement and joint proxy statement/prospectus and other relevant documents filed with the SEC when they become available, because they will contain important information. A definitive joint proxy statement/prospectus will be sent to Shift’s shareholders and to CarLotz’s shareholders. Security holders will be able to obtain the registration statement and the joint proxy statement/prospectus from the SEC’s website or from Shift or CarLotz as described in the paragraph below.
The documents filed by Shift with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Shift by requesting them by mail at 290 Division Street, Suite 400, San Francisco, California. The documents filed by CarLotz with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from CarLotz by requesting them by mail at 3301 W. Moore St., Richmond, Virginia 23230.
Participants in the Solicitation
Shift, CarLotz and certain of their directors, executive officers and employees may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and executive officers of CarLotz is set forth in the definitive proxy statement for CarLotz’s 2022 annual meeting of stockholders, as previously filed with the SEC on April 29, 2022 and in CarLotz’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 15, 2022, as supplemented by CarLotz subsequent filings with the SEC. Information about the directors and executive officers of Shift and their ownership of Shift shares is set forth in the definitive proxy statement for Shift’s 2022 annual meeting of stockholders, as previously filed with the SEC on June 26, 2022. Free copies of these documents may be obtained as described in the paragraph above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
This communication includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties. Shift’s and CarLotz’s experience and results may differ materially from the experience and results anticipated in such statements. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approvals from the stockholders of Shift or CarLotz for the transaction are not obtained; (2) litigation relating to the transaction; (3) uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; (4) risks that the proposed transaction disrupts the current plans and operations of Shift or CarLotz; (5) the ability of Shift and CarLotz to retain and hire key personnel; (6) competitive responses to the proposed transaction; (7) unexpected costs, charges or expenses resulting from the transaction; (8) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; (9) the combined companies’ ability to achieve the synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses; and (10) legislative, regulatory and economic developments. Other factors that might cause such a difference include those discussed in Shift’s and CarLotz’s filings with the SEC, which include their Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the joint proxy statement/prospectus on Form S-4 to be filed in connection with the proposed transaction. For more information, see the section entitled “Risk Factors” and the forward looking statements disclosure contained in Shift’s and CarLotz’s Annual Reports on Form 10-K and in other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, Shift and CarLotz undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Media Contact
press@shift.com
Leslie Griles
leslie.griles@CarLotz.com
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