CarLotz, Inc. (the “Company” or “CarLotz”; NASDAQ: LOTZ), a
consignment-to-retail used vehicle marketplace, today announced
financial results for the third quarter ended September 30, 2022.
Third Quarter 2022 Financial Results
- Net revenue was $50.8 million compared to $68.0 million in the
same period in 2021
- Retail unit sales were 1,375 compared to 2,490 in the same
period in 2021
- Finance & insurance revenue was $1.7 million compared to
$2.6 million in the same period in 2021
- Gross profit was $(0.6) million, primarily due to wholesale
losses to liquidate inventory at closed hubs, compared to $2.0
million in the same period in 2021
- Retail GPU increased 62% to $1,524 from $939 in the same period
in 2021
- Adjusted EBITDA was $(16.3) million compared to $(22.8) million
in the same period in 2021
- Cash and cash equivalents, restricted cash, and marketable
securities were $117 million at quarter end
Webcast and Conference Call Information
Given the pending transaction between CarLotz and Shift
Technologies, Inc. (“Shift”) (the “Shift Merger”), CarLotz will not
host a webcast and conference call to discuss the third quarter
2022 financial results.
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 pending Shift Merger, Shift has filed a
registration statement on Form S-4 with the Securities and Exchange
Commission (the “SEC”), that includes a joint proxy statement of
Shift and CarLotz, that also constitutes a prospectus of Shift (the
“joint proxy statement/prospectus”), which has become effective.
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 or to be
filed with the SEC when they become available, because they will
contain important information. A definitive joint proxy
statement/prospectus has been sent to Shift’s stockholders and to
CarLotz’ stockholders. Security holders may 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
94103. 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 pending Shift
Merger. Information regarding the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of proxies
in connection with the pending Shift Merger, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in the joint proxy
statement/prospectus 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, as supplemented by
Shift’s subsequent filings with the SEC. 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 Shift
Merger. 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 and the pending Shift Merger.
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
Media:
Leslie Griles, Leslie.Griles@CarLotz.com
CarLotz, Inc. and Subsidiaries — Condensed Consolidated
Balance Sheet(unaudited)(In
thousands, except share data) |
|
|
September 30,2022 |
|
December 31,2021 |
Assets |
|
|
|
|
Current
Assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
84,809 |
|
|
$ |
75,029 |
|
Restricted cash |
|
|
4,049 |
|
|
|
4,336 |
|
Marketable securities – at
fair value |
|
|
28,125 |
|
|
|
116,589 |
|
Accounts receivable, net |
|
|
4,786 |
|
|
|
8,206 |
|
Inventories |
|
|
13,062 |
|
|
|
40,985 |
|
Other current assets |
|
|
4,349 |
|
|
|
4,705 |
|
Operating and finance lease
assets, property, and equipment held for sale |
|
|
20,860 |
|
|
|
— |
|
Total Current
Assets |
|
|
160,040 |
|
|
|
249,850 |
|
Marketable securities – at
fair value |
|
|
760 |
|
|
|
1,941 |
|
Property and equipment,
net |
|
|
7,118 |
|
|
|
22,628 |
|
Capitalized website and
internal-use software costs, net |
|
|
12,725 |
|
|
|
13,716 |
|
Operating lease assets |
|
|
22,092 |
|
|
|
— |
|
Finance lease assets, net |
|
|
4,459 |
|
|
|
— |
|
Lease vehicles, net |
|
|
2,869 |
|
|
|
1,596 |
|
Other
assets |
|
|
474 |
|
|
|
558 |
|
Total
Assets |
|
$ |
210,537 |
|
|
$ |
290,289 |
|
Liabilities and
Stockholders’ Equity (Deficit) |
|
|
|
|
Current
Liabilities: |
|
|
|
|
Current portion of finance
lease liabilities |
|
$ |
116 |
|
|
$ |
509 |
|
Floor plan notes payable |
|
|
5,433 |
|
|
|
27,815 |
|
Accounts payable |
|
|
2,236 |
|
|
|
6,352 |
|
Accrued expenses |
|
|
11,215 |
|
|
|
14,428 |
|
Current portion of operating
lease liabilities |
|
|
4,600 |
|
|
|
— |
|
Other current liabilities |
|
|
593 |
|
|
|
754 |
|
Operating and finance lease
liabilities associated with assets held for sale |
|
|
22,294 |
|
|
|
— |
|
Total Current
Liabilities |
|
|
46,487 |
|
|
|
49,858 |
|
Finance lease liabilities,
less current portion |
|
|
6,083 |
|
|
|
12,206 |
|
Operating lease liabilities,
less current portion |
|
|
22,384 |
|
|
|
— |
|
Earnout shares liability |
|
|
722 |
|
|
|
7,679 |
|
Merger warrants liability |
|
|
675 |
|
|
|
6,291 |
|
Other liabilities |
|
|
417 |
|
|
|
744 |
|
Total
Liabilities |
|
|
76,768 |
|
|
|
76,778 |
|
Commitments and
Contingencies (Note 15) |
|
|
— |
|
|
|
— |
|
Stockholders’ Equity
(Deficit): |
|
|
|
|
Common stock, $0.0001 par
value; 500,000,000 authorized shares, 114,879,689 and 113,996,401
shares issued and outstanding at September 30, 2022 and
December 31, 2021 |
|
|
11 |
|
|
|
11 |
|
Additional paid-in
capital |
|
|
291,827 |
|
|
|
287,509 |
|
Accumulated deficit |
|
|
(157,956 |
) |
|
|
(73,916 |
) |
Accumulated other
comprehensive (loss) |
|
|
(113 |
) |
|
|
(93 |
) |
Total Stockholders’
Equity (Deficit) |
|
|
133,769 |
|
|
|
213,511 |
|
Total Liabilities and
Stockholders’ Equity (Deficit) |
|
$ |
210,537 |
|
|
$ |
290,289 |
|
CarLotz, Inc. and Subsidiaries — Consolidated Statements of
Operations(unaudited)(In
thousands, except per share and share data) |
|
|
Three Months EndedSeptember 30, |
|
Nine Months EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Revenues: |
|
|
|
|
|
|
|
|
Retail vehicle sales |
|
$ |
32,545 |
|
|
$ |
56,284 |
|
|
$ |
142,344 |
|
|
$ |
150,897 |
|
Wholesale vehicle sales |
|
|
16,357 |
|
|
|
8,989 |
|
|
|
38,880 |
|
|
|
18,217 |
|
Finance and insurance,
net |
|
|
1,691 |
|
|
|
2,639 |
|
|
|
8,591 |
|
|
|
5,973 |
|
Lease income, net |
|
|
245 |
|
|
|
129 |
|
|
|
528 |
|
|
|
334 |
|
Total
Revenues |
|
|
50,838 |
|
|
|
68,041 |
|
|
|
190,343 |
|
|
|
175,421 |
|
Cost of sales (exclusive of
depreciation) |
|
|
51,429 |
|
|
|
66,017 |
|
|
|
187,375 |
|
|
|
167,207 |
|
Gross
Profit |
|
|
(591 |
) |
|
|
2,024 |
|
|
|
2,968 |
|
|
|
8,214 |
|
Operating
Expenses: |
|
|
|
|
|
|
|
|
Selling, general and
administrative |
|
|
19,334 |
|
|
|
24,780 |
|
|
|
74,017 |
|
|
|
63,039 |
|
Stock-based compensation
expense |
|
|
1,409 |
|
|
|
3,447 |
|
|
|
4,234 |
|
|
|
49,114 |
|
Depreciation and amortization
expense |
|
|
2,025 |
|
|
|
1,214 |
|
|
|
6,173 |
|
|
|
1,692 |
|
Management fee
expense – related party |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Impairment expense |
|
|
420 |
|
|
|
— |
|
|
|
1,143 |
|
|
|
— |
|
Restructuring expenses |
|
|
1,885 |
|
|
|
— |
|
|
|
12,616 |
|
|
|
— |
|
Total Operating
Expenses |
|
|
25,073 |
|
|
|
29,441 |
|
|
|
98,183 |
|
|
|
113,847 |
|
Loss from
Operations |
|
|
(25,664 |
) |
|
|
(27,417 |
) |
|
|
(95,215 |
) |
|
|
(105,633 |
) |
Interest expense |
|
|
302 |
|
|
|
650 |
|
|
|
1,512 |
|
|
|
1,009 |
|
Other Income,
net |
|
|
|
|
|
|
|
|
Change in fair value of Merger
warrants liability |
|
|
803 |
|
|
|
12,111 |
|
|
|
5,616 |
|
|
|
24,794 |
|
Change in fair value of
earnout shares |
|
|
341 |
|
|
|
12,565 |
|
|
|
6,957 |
|
|
|
56,621 |
|
Other income (expense) |
|
|
523 |
|
|
|
(85 |
) |
|
|
113 |
|
|
|
(476 |
) |
Total Other Income,
net |
|
|
1,667 |
|
|
|
24,591 |
|
|
|
12,686 |
|
|
|
80,939 |
|
Loss Before Income Tax
Expense |
|
|
(24,299 |
) |
|
|
(3,476 |
) |
|
|
(84,041 |
) |
|
|
(25,703 |
) |
Income tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net Loss |
|
$ |
(24,299 |
) |
|
$ |
(3,476 |
) |
|
$ |
(84,041 |
) |
|
$ |
(25,703 |
) |
Net Loss per Share,
basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.74 |
) |
|
$ |
(0.23 |
) |
Weighted-average
Shares used in Computing Net Loss per Share, basic and
diluted |
|
|
114,705,449 |
|
|
|
113,707,013 |
|
|
|
114,334,960 |
|
|
|
109,447,939 |
|
CarLotz, Inc. and Subsidiaries — Condensed Consolidated
Statements of Cash
Flows(unaudited)(In thousands,
except per share and share data) |
|
|
Nine Months EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
Cash Flow from
Operating Activities |
|
|
|
|
Net loss |
|
$ |
(84,041 |
) |
|
$ |
(25,703 |
) |
Adjustments to reconcile net
loss to net cash used in operating activities |
|
|
|
|
Depreciation and amortization
– property, equipment, ROU assets and capitalized software |
|
|
8,532 |
|
|
|
1,623 |
|
Impairment expense |
|
|
1,143 |
|
|
|
— |
|
Non-cash restructuring
expenses |
|
|
10,387 |
|
|
|
— |
|
Gain on lease assignment |
|
|
(236 |
) |
|
|
— |
|
Amortization and accretion -
marketable securities |
|
|
752 |
|
|
|
1,712 |
|
Depreciation – lease
vehicles |
|
|
360 |
|
|
|
69 |
|
Provision for doubtful
accounts |
|
|
656 |
|
|
|
85 |
|
Stock-based compensation
expense |
|
|
4,234 |
|
|
|
49,114 |
|
Change in fair value of Merger
warrants liability |
|
|
(5,616 |
) |
|
|
(24,794 |
) |
Change in fair value of
earnout shares |
|
|
(6,957 |
) |
|
|
(56,621 |
) |
Unpaid interest expense on
capital lease obligations |
|
|
— |
|
|
|
199 |
|
Change in Operating
Assets and Liabilities: |
|
|
|
|
Accounts receivable |
|
|
2,764 |
|
|
|
(4,786 |
) |
Inventories |
|
|
27,923 |
|
|
|
(46,774 |
) |
Other current assets |
|
|
356 |
|
|
|
(8,414 |
) |
Other assets |
|
|
84 |
|
|
|
(4,267 |
) |
Accounts payable |
|
|
(4,116 |
) |
|
|
3,541 |
|
Accrued expenses |
|
|
(2,237 |
) |
|
|
5,441 |
|
Accrued expenses – related
party |
|
|
— |
|
|
|
(229 |
) |
Other current liabilities |
|
|
(161 |
) |
|
|
382 |
|
Other liabilities |
|
|
(327 |
) |
|
|
(753 |
) |
Net Cash Used in
Operating Activities |
|
|
(46,500 |
) |
|
|
(110,175 |
) |
Cash Flows from
Investing Activities |
|
|
|
|
Purchase of property and
equipment |
|
|
(5,642 |
) |
|
|
(6,766 |
) |
Capitalized website and
internal-use software costs |
|
|
(2,958 |
) |
|
|
(11,511 |
) |
Purchase of marketable
securities |
|
|
(63,858 |
) |
|
|
(359,381 |
) |
Proceeds from sales of
marketable securities |
|
|
152,758 |
|
|
|
212,823 |
|
Purchase of lease
vehicles |
|
|
(1,633 |
) |
|
|
(939 |
) |
Net Cash (Used in)
Provided by Investing Activities |
|
|
78,667 |
|
|
|
(165,774 |
) |
Cash Flows from
Financing Activities |
|
|
|
|
Payments made on finance
leases |
|
|
(376 |
) |
|
|
(51 |
) |
Advance from holder of
marketable securities |
|
|
— |
|
|
|
4,722 |
|
Repayment of advance from
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 |
|
|
(102,592 |
) |
|
|
(109,034 |
) |
Borrowings on floor plan notes
payable |
|
|
80,211 |
|
|
|
127,279 |
|
Employee stock option
exercise |
|
|
91 |
|
|
|
— |
|
Payments made for tax on
equity award transactions |
|
|
(8 |
) |
|
|
— |
|
Net Cash (Used in)
Provided by Financing Activities |
|
|
(22,674 |
) |
|
|
330,854 |
|
Net Change in Cash and
Cash Equivalents Including Restricted Cash |
|
|
9,493 |
|
|
|
54,905 |
|
Cash and cash equivalents and
restricted cash, beginning |
|
|
79,365 |
|
|
|
2,813 |
|
Cash and cash equivalents and
restricted cash, ending |
|
$ |
88,858 |
|
|
$ |
57,718 |
|
Supplemental
Disclosure of Cash Flow Information |
|
|
|
|
Cash paid for interest |
|
$ |
1,589 |
|
|
$ |
1,000 |
|
Supplementary Schedule
of Non-cash Investing and Financing Activities: |
|
|
|
|
Transfer from lease vehicles
to inventory |
|
$ |
— |
|
|
$ |
166 |
|
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 |
|
|
— |
|
|
|
(1,898 |
) |
Purchases of property under
capital lease obligation |
|
|
(247 |
) |
|
|
(7,651 |
) |
CarLotz, Inc. and Subsidiaries — Results of Operations and
Retail Gross Profit per
Unit(unaudited)(In thousands,
except share data) |
|
|
Three Months EndedSeptember 30, |
|
Nine Months EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
Change |
|
|
2022 |
|
|
|
2021 |
|
|
Change |
|
|
($ in thousands, exceptper unit metrics) |
|
($ in thousands, exceptper unit metrics) |
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Retail vehicle sales |
|
$ |
32,545 |
|
|
$ |
56,284 |
|
|
(42.2 |
)% |
|
$ |
142,344 |
|
|
$ |
150,897 |
|
|
(5.7 |
)% |
Wholesale vehicle sales |
|
|
16,357 |
|
|
|
8,989 |
|
|
82.0 |
% |
|
|
38,880 |
|
|
|
18,217 |
|
|
113.4 |
% |
Finance and insurance,
net |
|
|
1,691 |
|
|
|
2,639 |
|
|
(35.9 |
)% |
|
|
8,591 |
|
|
|
5,973 |
|
|
43.8 |
% |
Lease income, net |
|
|
245 |
|
|
|
129 |
|
|
89.9 |
% |
|
|
528 |
|
|
|
334 |
|
|
58.1 |
% |
Total revenues |
|
|
50,838 |
|
|
|
68,041 |
|
|
(25.3 |
)% |
|
|
190,343 |
|
|
|
175,421 |
|
|
8.5 |
% |
Cost of
sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Retail vehicle cost of
sales |
|
|
32,141 |
|
|
|
56,584 |
|
|
(43.2 |
)% |
|
|
144,058 |
|
|
|
147,142 |
|
|
(2.1 |
)% |
Wholesale vehicle cost of
sales |
|
|
19,288 |
|
|
|
9,433 |
|
|
104.5 |
% |
|
|
43,317 |
|
|
|
20,065 |
|
|
115.9 |
% |
Total cost of sales |
|
$ |
51,429 |
|
|
$ |
66,017 |
|
|
(22.1 |
)% |
|
$ |
187,375 |
|
|
$ |
167,207 |
|
|
12.1 |
% |
Gross
profit: |
|
|
|
|
|
|
|
|
|
|
|
|
Retail vehicle gross profit
(loss) |
|
$ |
404 |
|
|
$ |
(300 |
) |
|
234.7 |
% |
|
$ |
(1,714 |
) |
|
$ |
3,755 |
|
|
(145.6 |
)% |
Wholesale vehicle gross profit
(loss) |
|
|
(2,931 |
) |
|
|
(444 |
) |
|
(560.1 |
)% |
|
|
(4,437 |
) |
|
|
(1,848 |
) |
|
(140.1 |
)% |
Finance and insurance gross
profit |
|
|
1,691 |
|
|
|
2,639 |
|
|
(35.9 |
)% |
|
|
8,591 |
|
|
|
5,973 |
|
|
43.8 |
% |
Lease income, net |
|
|
245 |
|
|
|
129 |
|
|
89.9 |
% |
|
|
528 |
|
|
|
334 |
|
|
58.1 |
% |
Total gross profit |
|
$ |
(591 |
) |
|
$ |
2,024 |
|
|
(129.2 |
)% |
|
$ |
2,968 |
|
|
$ |
8,214 |
|
|
(63.9 |
)% |
Retail gross profit
per unit(1): |
|
|
|
|
|
|
|
|
|
|
|
|
Retail vehicle gross profit
(loss) |
|
|
404 |
|
|
|
(300 |
) |
|
234.7 |
% |
|
|
(1,714 |
) |
|
|
3,755 |
|
|
(145.6 |
)% |
Finance and insurance gross
profit |
|
|
1,691 |
|
|
|
2,639 |
|
|
(35.9 |
)% |
|
|
8,591 |
|
|
|
5,973 |
|
|
43.8 |
% |
Total retail vehicle and
finance and insurance gross profit |
|
|
2,095 |
|
|
|
2,339 |
|
|
(10.4 |
)% |
|
|
6,877 |
|
|
|
9,728 |
|
|
(29.3 |
)% |
Retail vehicle unit sales |
|
|
1,375 |
|
|
|
2,490 |
|
|
(44.8 |
)% |
|
|
6,066 |
|
|
|
7,053 |
|
|
(14.0 |
)% |
Retail vehicle gross profit
per unit |
|
$ |
1,524 |
|
|
$ |
939 |
|
|
62.3 |
% |
|
$ |
1,134 |
|
|
$ |
1,379 |
|
|
(17.8 |
)% |
Wholesale gross profit
per unit(2): |
|
|
|
|
|
|
|
|
|
|
|
|
Wholesale vehicle gross profit
(loss) |
|
|
(2,931 |
) |
|
|
(444 |
) |
|
(560.1 |
)% |
|
|
(4,437 |
) |
|
|
(1,848 |
) |
|
(140.1 |
)% |
Wholesale vehicle unit
sales |
|
|
1,042 |
|
|
|
614 |
|
|
69.7 |
% |
|
|
2,312 |
|
|
|
1,451 |
|
|
59.3 |
% |
Wholesale vehicle gross profit
per unit |
|
$ |
(2,813 |
) |
|
$ |
(723 |
) |
|
(289.1 |
)% |
|
$ |
(1,919 |
) |
|
$ |
(1,274 |
) |
|
(50.6 |
)% |
(1) Gross profit
(loss) 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
(loss) 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 EndedSeptember 30, |
|
Nine Months EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
($ in thousands) |
Net Loss |
|
$ |
(24,299 |
) |
|
$ |
(3,476 |
) |
|
$ |
(84,041 |
) |
|
$ |
(25,703 |
) |
Adjusted to exclude the
following: |
|
|
|
|
|
|
|
|
Interest expense |
|
|
302 |
|
|
|
650 |
|
|
|
1,512 |
|
|
|
1,009 |
|
Income tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Depreciation and amortization
expense |
|
|
2,025 |
|
|
|
1,214 |
|
|
|
6,173 |
|
|
|
1,692 |
|
EBITDA |
|
$ |
(21,972 |
) |
|
$ |
(1,612 |
) |
|
$ |
(76,356 |
) |
|
$ |
(23,002 |
) |
Other expense |
|
|
(523 |
) |
|
|
85 |
|
|
|
(113 |
) |
|
|
476 |
|
Stock compensation
expense |
|
|
1,409 |
|
|
|
3,447 |
|
|
|
4,234 |
|
|
|
49,114 |
|
Management fee expense -
related party |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
Change in fair value of
warrants liability |
|
|
(803 |
) |
|
|
(12,111 |
) |
|
|
(5,616 |
) |
|
|
(24,794 |
) |
Change in fair value of
earnout provision |
|
|
(341 |
) |
|
|
(12,565 |
) |
|
|
(6,957 |
) |
|
|
(56,621 |
) |
Restructuring expense1 |
|
|
1,885 |
|
|
|
— |
|
|
|
13,626 |
|
|
|
— |
|
Shift Merger2 |
|
|
4,044 |
|
|
|
— |
|
|
|
4,044 |
|
|
|
— |
|
Adjusted
EBITDA |
|
$ |
(16,301 |
) |
|
$ |
(22,756 |
) |
|
$ |
(67,138 |
) |
|
$ |
(54,825 |
) |
1 Reflects certain expenses associated with the closure of 11 of
our retail hubs.2 Reflects financial advisory, legal, accounting
costs and associated fees and expenses that will be paid at the
close of the Shift Merger. |
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