Third Quarter Revenue of $50.8 million
Third Quarter Retail Unit Sales of 1,375
Third Quarter GPU increased 62% to $1,524
RICHMOND, Va., Nov. 08, 2022 (GLOBE NEWSWIRE) -- 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 Ended September 30, | Nine Months Ended September 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 Ended September 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 Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||
| | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||||||||
| | ($ in thousands, except per unit metrics) | ($ in thousands, except per 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 Ended September 30, | Nine Months Ended September 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. | ||||||||||||||||
