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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2021
CarLotz, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3881883-2456129
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
611 Bainbridge Street, Suite 100
Richmond, Virginia 23224
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (804) 728-3833
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A common stock, par value $0.0001 per shareLOTZThe Nasdaq Global Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per shareLOTZWThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 



Item 2.02 Results of Operations and Financial Condition.
On August 9, 2021, CarLotz, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2021. CarLotz will host an earnings conference call and webcast, Monday, August 9, 2021 at 5:30 p.m, Eastern Daylight Time. The conference call may be accessed by calling 1-833-962-1461 (U.S.) or 1-929-517-0392 (International) and the Conference ID is 9089546. A live webcast of the conference call will also be available on the investor relations page of CarLotz’ website at investors.carlotz.com. The call will be hosted by CarLotz’ Chief Executive Officer, Michael W. Bor, and Chief Financial Officer, Thomas W. Stoltz. The press release dated August 9, 2021 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
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
2


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, 2021By:/s/ Rebecca C. Polak
Name: Rebecca C. Polak
Title:Chief Commercial Officer and General Counsel
3
Document

CarLotz Announces Second Quarter 2021 Financial Results

Unit Sales Grew 46% to 2,009, Ahead of Expectations

Revenue Growth of 92% to $50.8 million

Record Gross Profit of $4.2 million and GPU Ahead of Expectations

Withdraws Previously Provided 2021 Outlook due to Channel Constraints

August 9, 2021 – Richmond, VA – CarLotz, Inc. (“CarLotz” or the “Company”), a leading consignment-to-retail used vehicle marketplace, today announced financial results for the second quarter ended June 30, 2021.

Highlights of Second Quarter 2021 Financial Results

Net revenues increased 92% to $50.8 million from $26.4 million in the same period in 2020
Gross Profit increased 53% to $4.2 million from $2.7 million in the prior year period
Retail Gross Profit per Unit (“Retail GPU”) increased 17% to $2,175 from $1,858 in the prior year period
Retail unit sales were 2,009 compared to 1,376 in the prior year period, an increase of 46%
Net Loss attributable to common shareholders was $(7.2) million, or $(0.06) per diluted share, for the second quarter 2021 versus $(0.2) million, or $(0.00) per diluted share in the prior year period
Adjusted EBITDA was $(15.2) million compared to $(0.3) million in the second quarter of 2020
“We are very pleased with our second quarter results, having met our unit guidance and significantly outperforming our GPU guidance,” said Michael Bor, Co-Founder and CEO of CarLotz. “Despite a dynamic operating environment, the quarter was highlighted by record Gross Profit and four new hub openings, in addition to the announcement of the opening of six additional hubs. I am extremely proud of the hard work and commitment demonstrated by the entire team over the last six months since we became a public company, including doubling our number of hub locations, hiring experienced talent across the company, and executing on significant technology and marketing initiatives to provide a structure to support significant growth.”

Mr. Bor continued, “Looking ahead to the second half of the year, we recognize the macro environment remains challenging to our business model and we will continue to make the strategic and tactical investments necessary to further establish the base on which to scale into a nationwide vehicle consignment and sales marketplace. To that end, we remain very confident in our long-term consignment strategy and value proposition and are intensely focused on driving long-term value for all our stakeholders.”

Fiscal 2021 Outlook

As a result of the continued disruption caused by the chip shortage and the corresponding lack of visibility into the wholesale market and commercial vehicle sourcing, the Company is withdrawing its previously provided financial outlook for fiscal 2021 at this time.

Qualitatively, the Company expects to see unit growth in the third quarter over the second quarter of 2021. Additionally, we have seen gross profit compression in the third quarter to date compared to the second quarter and we expect it to continue through the end of the year as a result of the Company’s reliance on competitively-sourced owned inventory until consignment volumes increase.

Webcast and Conference Call Information

A conference call to discuss the second quarter 2021 financial results is scheduled for today, August 9, 2021 at 5:30 pm ET. Interested parties may listen to the conference call via telephone by dialing 1-833-962-1461, or for international callers, 1-929-517-0392. A telephone replay will be available until 11:59 pm ET on August 16, 2021 and can be accessed by dialing 1-855-859-2056, or for international callers, 1-404-537-3406 and entering replay Pin number: 9089546.

The conference call webcast will be available at www.investors.carlotz.com.









About CarLotz, Inc.

CarLotz is a used vehicle consignment and Retail Remarketing™ business that provides our corporate vehicle sourcing partners and retail sellers of used vehicles with the ability to access the previously unavailable retail sales channel, while simultaneously providing buyers with prices that are, on average, below those of traditional dealerships. 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 a seamless omnichannel experience and comprehensive selection of vehicles, while allowing for a fully contactless end-to-end e-commerce interface that enables no-hassle buying and selling.

Our proprietary Retail Remarketing™ technology provides our corporate vehicle sourcing partners with real-time performance metrics and data analytics, along with custom business intelligence reporting that enables price and vehicle triage optimization between the wholesale and retail channels. Through our marketplace model, we generate significant value for both sellers and buyers through price, selection, and experience.

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. 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 geographic expansion plans. 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:

CarLotzIR@icrinc.com

Media:

CarLotzPR@icrinc.com











CarLotz, Inc. and Subsidiaries — Condensed Consolidated Balance Sheet
(unaudited)

(In thousands, except share data)
June 30,
2021
December 31,
2020
Assets
Current Assets:
Cash and cash equivalents$83,576 $2,208 
Restricted cash226 605 
Marketable securities – at fair value175,424 1,032 
Accounts receivable, net5,411 4,132 
Inventories47,469 11,202 
Other current assets6,253 6,679 
Total Current Assets318,359 25,858 
Marketable securities – at fair value3,481 — 
Property and equipment, net11,662 1,868 
Capitalized software9,898 — 
Lease vehicles, net337 173 
Other assets4,390 299 
Total Assets$348,127 $28,198 
Liabilities, Redeemable Convertible Preferred Stock, Stockholders’ Equity (Deficit)
Current Liabilities:
Long-term debt, current$212 $6,370 
Floor plan notes payable29,427 6,039 
Accounts payable8,782 6,283 
Accrued transaction expenses— 6,052 
Accrued expenses13,238 3,563 
Accrued expenses – related party— 5,082 
Other current liabilities5,425 256 
Total Current Liabilities57,084 33,645 
Long-term debt, less current portion7,579 2,999 
Redeemable convertible preferred stock tranche obligation— 2,832 
Earnout provision30,228 — 
Merger warrant liability26,341 — 
Other liabilities1,232 1,959 
Total Liabilities122,464 41,435 
Commitments and Contingencies (Note 15)— — 
Redeemable Convertible Preferred Stock:
Series A Preferred Stock, $0.001 stated value; authorized 3,052,127 shares; after recapitalization there are no preferred shares issued or outstanding at June 30, 2021 and December 31, 2020— — 
Stockholders’ Equity (Deficit):
Common stock, $0.0001 par value; 500,000,000 authorized shares, 113,670,060 and 58,621,042 shares issued and outstanding at June 30, 2021 and December 31, 202011 
Additional paid-in capital281,976 20,779 
Accumulated deficit(56,264)(34,037)
Accumulated other comprehensive income(60)15 
Treasury stock, $0.001 par value; after recapitalization there are no treasury shares issued or outstanding at June 30, 2021 and December 31, 2020— — 
Total Stockholders’ Equity (Deficit)225,663 (13,237)
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)$348,127 $28,198 






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,
2021202020212020
Revenues:
Retail vehicle sales$44,230 $23,652 $94,613 $44,694 
Wholesale vehicle sales4,660 1,725 9,228 5,036 
Finance and insurance, net1,780 895 3,334 1,787 
Lease income, net98 127 205 272 
Total Revenues50,768 26,399 107,380 51,789 
Cost of sales (exclusive of depreciation)46,586 23,670 101,190 46,588 
Gross Profit4,182 2,729 6,190 5,201 
Operating Expenses:
Selling, general and administrative19,386 3,073 38,259 6,989 
Stock-based compensation expense3,704 45,667 37 
Depreciation and amortization expense95 91 478 191 
Management fee expense – related party— 70 132 
Total Operating Expenses23,185 3,237 84,406 7,349 
Loss from Operations(19,003)(508)(78,216)(2,148)
Interest Expense184 107 359 256 
Other Income (Expense), net
Change in fair value of merger warrants liability325 — 12,683 — 
Change in fair value of redeemable convertible preferred stock tranche obligation— 345 — 629 
Change in fair value of earnout provision12,210 — 44,056 — 
Other income (expense)(553)61 (391)64 
Total Other Income (Expense), net11,982 406 56,348 693 
Loss Before Income Tax Expense(7,205)(209)(22,227)(1,711)
Income tax expense— — 
Net Loss$(7,205)$(213)$(22,227)$(1,720)
Net loss per share, basic and diluted$(0.06)$0.00 $(0.21)$(0.03)
Weighted-average shares used in computing net loss per share, basic and diluted113,670,060 58,621,041 107,279,227 58,621,041 












CarLotz, Inc. and Subsidiaries — Condensed Consolidated Statements of Cash Flows

(unaudited)

(In thousands, except per share and share data)


Six Months Ended June 30,
20212020
Cash Flow from Operating Activities
Net loss$(22,227)(1,720)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation – property and equipment448 101 
Amortization and accretion - marketable securities788 — 
Depreciation – lease vehicles30 90 
Loss on marketable securities— (3)
Provision for doubtful accounts— 
Stock-based compensation expense45,667 37 
Change in fair value of Merger warrants liability(12,683)— 
Change in fair value of historic warrants liability— (31)
Change in fair value of earnout shares(44,056)— 
Change in fair value of debt issuance costs and stock warrant— 12 
Change in fair value of redeemable convertible preferred stock tranche obligation— (629)
Change in Operating Assets and Liabilities:
Accounts receivable(1,279)(336)
Inventories(36,117)5,064 
Other current assets(5,466)(39)
Other assets(4,091)
Accounts payable2,499 719 
Accrued expenses6,187 1,048 
Accrued expenses – related party(229)13 
Other current liabilities447 117 
Other liabilities(582)248 
Net Cash (Used in)/Provided by Operating Activities(70,664)4,702 
Cash Flows from Investing Activities
Purchase of property and equipment(3,548)(14)
Capitalized website and internal-use software costs(6,601)— 
Purchase of marketable securities(307,560)(711)
Proceeds from sales of marketable securities128,954 21 
Purchase of lease vehicles(344)(87)
Net Cash Used in Investing Activities(189,099)(791)
Cash Flows from Financing Activities
Payments made on long-term debt(18)(5)
Advance from holder of marketable securities4,722 — 
PIPE Issuance125,000 — 
Merger financing309,999 — 
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)— 
Borrowings on long-term debt— 2,249 
Payments on floor plan notes payable(29,056)(13,394)
Borrowings on floor plan notes payable52,444 8,598 
Net Cash Provided by/( Used in) Financing Activities340,752 (2,552)
Net Change in Cash and Cash Equivalents Including Restricted Cash80,989 1,359 
Cash and cash equivalents and restricted cash, beginning2,813 4,102 
Cash and cash equivalents and restricted cash, ending$83,802 $5,461 
Supplemental Disclosure of Cash Flow Information
Cash paid for interest$490 $307 
Supplementary Schedule of Non-cash Investing and Financing Activities:
Transfer from lease vehicles to inventory$150 $199 
Redeemable convertible preferred stock distributions accrued— 923 
Issuance of common stock warrants— 15 
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(6,504)— 





CarLotz, Inc. and Subsidiaries — Results of Operations, Retail Gross Profit per Unit

(unaudited)

(In thousands, except share data)
Three Months Ended June 30,
20212020ChangeChange
Revenue:
Retail vehicle sales$44,230 $23,652 $20,578 87 %
Wholesale vehicle sales4,660 1,725 2,935 170 %
Finance and insurance, net1,780 895 885 99 %
Lease income, net98 127 (29)(23)%
Total revenues50,768 26,399 24,369 92 %
Cost of sales:
Retail vehicle cost of sales$41,641 $21,991 $29,362 89 %
Wholesale vehicle cost of sales4,945 1,679 2,324 195 %
Total cost of sales$46,586 $23,670 $22,916 97 %
Gross profit:
Retail vehicle gross profit$2,589 $1,661 $928 56 %
Wholesale vehicle gross profit(285)46 (331)720 %
Finance and insurance gross profit1,780 895 885 99 %
Lease income, net98 127 (29)(23)%
Total gross profit$4,182 $2,729 $1,453 53 %
Retail gross profit per unit(1):
Retail vehicles gross profit$2,589 $1,661 $928 55.9 %
Finance and insurance gross profit1,780 895 885 98.9 %
Total retail vehicles and finance and insurance gross profit4,369 2,556 1,813 70.9 %
Retail vehicles unit sales2,009 1,376 633 46.0 %
Retail vehicles gross profit per unit$2,175 $1,858 $317 17.1 %
(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.







CarLotz, Inc. and Subsidiaries — Results of Operations, Retail Gross Profit per Unit

(unaudited)

(In thousands, except share data)
Six Months Ended June 30,
20212020ChangeChange
Revenue:
Retail vehicle sales$94,613 $44,694 $49,919 112 %
Wholesale vehicle sales9,228 5,036 4,192 83 %
Finance and insurance, net3,334 1,787 1,547 87 %
Lease income, net205 272 (67)(25)%
Total revenues107,380 51,789 55,591 107 %
Cost of sales:
Retail vehicle cost of sales$90,558 $41,546 $49,012 118 %
Wholesale vehicle cost of sales10,632 5,042 5,590 111 %
Total cost of sales$101,190 $46,588 $54,602 117 %
Gross profit:
Retail vehicle gross profit$4,055 $3,148 $907 29 %
Wholesale vehicle gross profit(1,404)(6)(1,398)23,300 %
Finance and insurance gross profit3,334 1,787 1,547 87 %
Lease income, net205 272 (67)(25)%
Total gross profit$6,190 $5,201 $989 19 %
Retail gross profit per unit(1):
Retail vehicles gross profit$4,055 $3,148 $907 29 %
Finance and insurance gross profit3,334 1,787 1,547 87 %
Total retail vehicles and finance and insurance gross profit7,389 4,935 2,454 50 %
Retail vehicles unit sales4,563 2,829 1,734 61 %
Retail vehicles gross profit per unit$1,619 $1,744 $(125)(7)%
(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.















CarLotz, Inc. and Subsidiaries — EBITDA and Adjusted EBITDA

(unaudited)

(In thousands, except share data)
Three Months Ended June 30,
Six Months Ended June 30,
20212020Change20212020Change
Net Loss$(7,205)$(213)$(6,992)$(22,227)$(1,720)$(20,507)
Adjusted to exclude the following:
Interest expense184 107 77359 256 103
Income tax expense— (4)— (9)
Depreciation and amortization expense95 91 4478 191 287
EBITDA$(6,926)$(11)$(6,915)$(21,390)$(1,264)$(20,126)
Other expense553 (61)614 391 (64)455 
Stock compensation expense3,704 3,701 45,667 37 45,630 
Management fee expense - related party— 70 (70)132 (130)
Change in fair value of warrants liability(325)— (325)(12,683)— (12,683)
Change in fair value of redeemable convertible preferred stock tranche obligation— (345)345 — (629)629 
Change in fair value of earnout provision(12,210)— (12,210)(44,056)— (44,056)
Adjusted EBITDA$(15,204)$(344)$(14,860)$(32,069)$(1,788)$(30,281)