0001628280-22-013363 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	May 06, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38818
Entity Registrant Name	CarLotz, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-2456129
Entity Address, Address Line One	3301 W. Moore Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	510-0744
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		114,218,814
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001759008
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	LOTZ
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per shar
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
Trading Symbol	LOTZW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 75,328	$ 75,029
Restricted cash	4,011	4,336
Marketable securities – at fair value	74,109	116,589
Accounts receivable, net	6,922	8,206
Inventories	46,095	40,985
Other current assets	10,741	4,705
Total Current Assets	217,206	249,850
Marketable securities – at fair value	971	1,941
Property and equipment, net	13,042	22,628
Capitalized website and internal-use software costs, net	13,385	13,716
Operating lease assets	49,608
Finance lease assets	11,811
Lease vehicles, net	2,223	1,596
Other assets	553	558
Total Assets	308,799	290,289
Current Liabilities:
Current portion of finance lease liabilities	560	509
Floor plan notes payable	22,052	27,815
Accounts payable	7,914	6,352
Accrued expenses	14,369	14,428
Current portion of operating lease liabilities	6,810
Other current liabilities	662	754
Total Current Liabilities	52,367	49,858
Finance lease liabilities, less current portion	12,080	12,206
Operating leases, less current portion	45,076
Earnout shares liability	3,650	7,679
Other liabilities	651	744
Total Liabilities	118,515	76,778
Commitments and Contingencies (Note 15)	0	0
Stockholders’ Equity (Deficit):
Common stock, $0.0001 par value; 500,000,000 authorized shares, 114,111,796 and 113,996,401 shares issued and outstanding at March 31, 2022 and December 31, 2021	11	11
Additional paid-in capital	289,191	287,509
Accumulated deficit	(98,752)	(73,916)
Accumulated other comprehensive (loss) income	(166)	(93)
Total Stockholders’ Equity (Deficit)	190,284	213,511
Total Liabilities and Stockholders’ Equity (Deficit)	308,799	290,289
Merger warrants liability
Current Liabilities:
Merger warrants liability	$ 4,691	$ 6,291

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized shares (in shares)	500,000,000	500,000,000
Common stock, issued shares (in shares)	114,111,796	114,111,796
Common stock, outstanding shares (in shares)	113,996,401	113,996,401

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues:
Lease income, net	$ 146	$ 107
Total Revenues	63,014	56,612
Cost of sales (exclusive of depreciation)	60,936	54,604
Gross Profit	2,078	2,008
Operating Expenses:
Selling, general and administrative	27,674	18,873
Stock-based compensation expense	1,684	41,963
Depreciation and amortization expense	1,789	383
Management fee expense – related party	0	2
Total Operating Expenses	31,147	61,221
Loss from Operations	(29,069)	(59,213)
Interest expense	617	175
Other Income, net
Change in fair value of Merger warrants liability	1,600	12,358
Change in fair value of earnout shares	4,029	31,846
Other income (expense)	(779)	162
Total Other Income, net	4,850	44,366
Loss Before Income Tax Expense	(24,836)	(15,022)
Income tax expense	0	0
Net Loss	$ (24,836)	$ (15,022)
Net Loss per Share, basic (in dollars per share)	$ (0.22)	$ (0.15)
Net Loss per Share, diluted (in dollars per share)	$ (0.22)	$ (0.15)
Weighted-average Shares used in Computing Net Loss per Share, basic (in shares)	114,054,597	100,817,385
Weighted-average Shares used in Computing Net Loss per Share, diluted (in shares)	114,054,597	100,817,385
Retail vehicle sales
Revenues:
Revenue	$ 50,588	$ 50,383
Gross Profit	(1,827)	1,466
Wholesale vehicle sales
Revenues:
Revenue	8,575	4,568
Gross Profit	54	(1,119)
Finance and insurance, net
Revenues:
Revenue	$ 3,705	$ 1,554

Condensed Consolidated Statements of Comprehensive (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (24,836)	$ (15,022)
Other Comprehensive (Loss), net of tax:
Unrealized (losses) gains on marketable securities arising during the period	(73)	(131)
Tax effect	0	0
Unrealized (losses) gains on marketable securities arising during the period, net of tax	(73)	(131)
Reclassification adjustment for realized losses	0	0
Tax effect	0	0
Reclassification adjustment for realized losses, net of tax	0	0
Other Comprehensive (Loss), net of tax	(73)	(131)
Total Comprehensive (Loss)	$ (24,909)	$ (15,153)

Condensed Consolidated Statements Stockholders’ Equity (Deficit) - USD ($) $ in Thousands	Total	Previously Reported	Revision of Prior Period, Adjustment	Common Stock	Common Stock Previously Reported	Common Stock Revision of Prior Period, Adjustment	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Additional Paid-in Capital Revision of Prior Period, Adjustment	Accumulated Deficit	Accumulated Deficit Previously Reported	Accumulated Other Comprehensive (Loss) Income	Accumulated Other Comprehensive (Loss) Income Previously Reported	Accumulated Other Comprehensive (Loss) Income Revision of Prior Period, Adjustment
Beginning balance (in shares) at Dec. 31, 2020	0	2,034,751	(2,034,751)
Beginning balance at Dec. 31, 2020	$ 0	$ 17,560	$ (17,560)
Ending balance (in shares) at Mar. 31, 2021	0
Ending balance at Mar. 31, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020				58,621,042	37,881,435	20,739,607
Beginning balance at Dec. 31, 2020	(13,237)	$ (30,797)	$ 17,560	$ 6	$ 4	$ 2	$ 20,779	$ 3,221	$ 17,558	$ (34,037)	$ (34,037)	$ 15	$ 15	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(15,022)									(15,022)
Other comprehensive income, net of tax	(131)											(131)
Accrued dividends on redeemable convertible preferred stock	(19)						(19)
PIPE issuance (in shares)				12,500,000
PIPE issuance	125,000			$ 1			124,999
Merger financing (in shares)				38,194,390
Merger financing	309,999			$ 4			309,995
Consideration to existing shareholders of Former CarLotz, net of accrued dividends	(62,693)						(62,693)
Transaction costs and advisory fees	(47,579)						(47,579)
Settlement of redeemable convertible preferred stock tranche obligation	2,832						2,832
Cashless exercise of options (in shares)				54,717
Cash consideration paid to Former Carlotz optionholders	(2,465)						(2,465)
Stock-based compensation	41,963						41,963
Earnout liability	(74,284)						(74,284)
Merger warrants liability	(39,025)						(39,025)
KAR/AFC warrant exercise (in shares)				3,546,984
KAR/AFC note payable conversion	3,625						3,625
KAR/AFC warrant exercise (in shares)				752,927
KAR/AFC warrant exercise	144						144
Ending balance (in shares) at Mar. 31, 2021				113,670,060
Ending balance at Mar. 31, 2021	$ 229,108			$ 11			278,272			(49,059)		(116)
Beginning balance (in shares) at Dec. 31, 2021		0
Beginning balance at Dec. 31, 2021		$ 0
Ending balance (in shares) at Mar. 31, 2022	0
Ending balance at Mar. 31, 2022	$ 0
Beginning balance (in shares) at Dec. 31, 2021	113,996,401				113,996,401
Beginning balance at Dec. 31, 2021	$ 213,511	$ 213,511			$ 11			$ 287,509			$ (73,916)		$ (93)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,836)									(24,836)
Other comprehensive income, net of tax	(73)											(73)
Issuance of common stock to settle vested restricted stock units (in shares)				70,971
Issuance of common stock to settle vested restricted stock units	$ (2)						(2)
Cashless exercise of options (in shares)	50,964			44,424
Stock-based compensation	$ 1,684						1,684
Ending balance (in shares) at Mar. 31, 2022	113,996,401			114,111,796
Ending balance at Mar. 31, 2022	$ 190,284			$ 11			$ 289,191			$ (98,752)		$ (166)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Cash Flows [Abstract]
Net loss	$ (24,836)	$ (15,022)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	4,097	105
Amortization and accretion - marketable securities	440	238
Depreciation – lease vehicles	85	15
Loss on marketable securities	0	0
Provision for doubtful accounts	(30)	0
Stock-based compensation expense	1,684	41,963
Change in fair value of Merger warrants liability	(1,600)	(12,358)
Change in fair value of earnout shares	(4,029)	(31,846)
Change in Operating Assets and Liabilities:
Accounts receivable	1,314	(5,192)
Inventories	(5,110)	1,991
Other current assets	(6,036)	(5,868)
Other assets	5	(3,038)
Accounts payable	1,562	3,140
Accrued expenses	975	6,187
Accrued expenses – related party	0	(229)
Other current liabilities	(92)	559
Other liabilities	(93)	(245)
Net Cash Used in Operating Activities	(31,664)	(19,600)
Cash Flows from Investing Activities
Purchase of property and equipment	(4,091)	(586)
Capitalized website and internal-use software costs	(611)	(1,154)
Purchase of marketable securities	(21,974)	(217,689)
Proceeds from sales of marketable securities	64,917	59
Purchase of lease vehicles	(712)	0
Net Cash (Used in) Provided by Investing Activities	37,529	(219,370)
Cash Flows from Financing Activities
Payments made on finance leases	(126)	0
PIPE issuance	0	125,000
Merger financing	0	309,999
Payment made on accrued dividends	0	(4,853)
Payments to existing shareholders of Former CarLotz	0	(62,693)
Transaction costs and advisory fees	0	(47,579)
Payments made on cash considerations associated with stock options	0	(2,465)
Repayment of Paycheck Protection Program loan	0	(1,749)
Payments made on note payable	0	(3,000)
Payments on floor plan notes payable	(41,728)	(11,150)
Borrowings on floor plan notes payable	35,965	9,236
Payments made for tax on equity award transactions	(2)	0
Net Cash (Used in) Provided by Financing Activities	(5,891)	310,746
Net Change in Cash and Cash Equivalents Including Restricted Cash	(26)	71,776
Cash and cash equivalents and restricted cash, beginning	79,365	2,813
Cash and cash equivalents and restricted cash, ending	79,339	74,589
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	615	402
Supplementary Schedule of Non-cash Investing and Financing Activities:
Transfer from lease vehicles to inventory	0	100
KAR/AFC exercise of stock warrants	0	(144)
KAR/AFC conversion of notes payable	0	(3,625)
Convertible redeemable preferred stock tranche obligation expiration	0	(2,832)
Capitalized website and internal use software costs accrued	$ 0	$ (1,400)

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business Defined Terms Unless otherwise indicated or unless the context otherwise requires, the following terms used herein shall have the following meanings: •references to “CarLotz,” “we,” “us,” “our” and the “Company” are to CarLotz, Inc. and its consolidated subsidiaries; •references to “Acamar Partners” refer to the Company for periods prior to the consummation of the Merger referred to below; •references to “Acamar Sponsor” are to Acamar Partners Sponsor I LLC; and •references to the “Merger” are 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, the “Merger Agreement”), by and among CarLotz, Inc. (f/k/a Acamar Partners Acquisition Corp.) (the “Company”), Acamar Partners Sub, Inc., a wholly owned subsidiary of CarLotz, Inc. (“Merger Sub”), and CarLotz Group, Inc. (f/k/a CarLotz, Inc.) (“Former CarLotz”), pursuant to which Merger Sub merged with and into Former CarLotz, with Former CarLotz surviving as the surviving company and as a wholly owned subsidiary of the Company. The Company is a used vehicle consignment and Retail RemarketingTM company based in Richmond, Virginia. The Company operates an innovative and one-of-a-kind consumer and commercial used vehicle consignment and sales business model, with an online marketplace and twenty-two retail hub locations throughout the United States, including in Alabama, California, Colorado, Georgia, Florida, Illinois, North Carolina, Tennessee, Texas, Virginia and Washington State. Subsidiaries are consolidated when the parent is deemed to have control over the subsidiaries’ operations. Subsidiary Operations CarLotz, Inc. owns 100% of CarLotz Group, Inc. (a Delaware corporation), which owns 100% of CarLotz, Inc. (an Illinois corporation), CarLotz Nevada, LLC (a Delaware LLC), CarLotz California, LLC (a California LLC), CarLotz Logistics, LLC (a Delaware LLC), Orange Grove Fleet Solutions, LLC (a Virginia LLC), Orange Peel Protection Reinsurance Co. Ltd. (a Turks and Caicos Islands, British West Indies company) and Orange Peel LLC (a Virginia LLC), which owns 100% of Orange Peel Reinsurance, Ltd. (a Turks and Caicos Islands, British West Indies company). Basis of Presentation On January 21, 2021 (the “Closing Date”), the Company consummated the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Company, Merger Sub and Former CarLotz, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated December 16, 2020, by and among the Company, Merger Sub and Former CarLotz (See Note 3 “Merger” for further discussion). Pursuant to the terms of the Merger Agreement, a business combination between the Company and Former CarLotz was effected through the merger of Merger Sub with and into Former CarLotz with Former CarLotz continuing as the surviving company. Notwithstanding the legal form of the Merger pursuant to the Merger Agreement, the Merger is accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Under this method of accounting, CarLotz is treated as the acquired company and Former CarLotz is treated as the acquiror for financial statement reporting and accounting purposes. As a result of Former CarLotz being the accounting acquirer, the financial reports filed with the U.S. Securities and Exchange Commission (“SEC”) by the Company subsequent to the Merger are prepared “as if” Former CarLotz is the predecessor and legal successor to the Company. The historical operations of Former CarLotz are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of Former CarLotz prior to the Merger, (ii) the combined results of the Company and Former CarLotz following the Merger on January 21, 2021, (iii) the assets and liabilities of Former CarLotz at their historical cost and (iv) the Company’s equity structure for all periods presented. The recapitalization of the number of shares of common stock attributable to the purchase of Former CarLotz in connection with the Merger is reflected retroactively to the earliest period presented and will be utilized for calculating earnings per share in all prior periods presented. No step-up basis of intangible assets or goodwill was recorded in the Merger transaction consistent with the treatment of the transaction as a reverse recapitalization of Former CarLotz. In connection with the Merger, Acamar Partners Acquisition Corp. changed its name to CarLotz, Inc. The Company’s common stock is now listed on The Nasdaq Global Market under the symbol “LOTZ” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on The Nasdaq Global Market under the symbol “LOTZW”. Prior to the Merger, the Company neither engaged in any operations nor generated any revenue. Until the Merger, based on the Company’s business activities, it was a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The accompanying interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, except for those related to recent accounting pronouncements adopted in the current fiscal year. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in management’s opinion, include all adjustments, which consist of only normal recurring adjustments, necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the current fiscal year or any other future periods.

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies and for further information on accounting updates adopted in the prior year, see Note 2 to the audited consolidated financial statements. During the three months ended March 31, 2022, there were no significant revisions to the Company’s significant accounting policies, other than those indicated herein related to the adoption of Leases Topic 842. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Following the closing of the Merger, Former CarLotz equity holders at the effective time of the Merger will have the contingent right to receive, in the aggregate, up to 7,500,000 shares of common stock if, from the closing of the Merger until the fifth anniversary thereof, the reported closing trading price of the common stock exceeds certain thresholds. Estimating the change in fair value of the earnout liability for the earnout shares that could be earned by Former CarLotz equity holders at the effective time of the Merger requires determining both the fair value valuation model to use and inputs to the valuation model. The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model, which is a commonly used valuation model for this type of transaction. Inputs that have a significant effect on the earnout shares valuation include the expected volatility, starting stock price, expected term, risk-free interest rate and the earnout hurdles. See Note 6 — Fair Value of Financial Instruments. Warrants that were issued by Acamar Partners (Merger warrants) and continue to exist following the closing of the Merger are accounted for as freestanding financial instruments. These warrants are classified as liabilities on the Company’s condensed consolidated balance sheets and are recorded at their estimated fair value. The estimated fair value of the warrants is determined by using the market value in an active trading market. See Note 6 — Fair Value of Financial Instruments. Beginning in the first quarter of 2020, the World Health Organization declared the outbreak and spread of the COVID-19 virus a pandemic. The outbreak is disrupting supply chains and impacting production and sales across a wide range of industries. The full economic impact of this pandemic has not been determined, including the impact on the Company’s suppliers, customers and credit markets. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. Restricted Cash As of March 31, 2022 and December 31, 2021, restricted cash included approximately $4,011 and $4,336, respectively. The restricted cash is legally and contractually restricted as collateral for lines of credit, including floorplan, and for the payment of claims on the reinsurance companies. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising costs are included in selling, general and administrative expenses on the accompanying condensed consolidated statements of operations. Advertising expenses were approximately $3,154 and $2,526 for the three months ended March 31, 2022 and 2021, respectively. Concentration of Credit Risk Concentrations of credit risk with respect to accounts receivables are limited due to the large diversity and number of customers comprising the Company’s retail customer base. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard will affect all entities that lease assets and will require lessees to recognize a lease liability and a right-of-use asset for all leases (except for short-term leases that have a duration of less than one year) as of the date on which the lessor makes the underlying asset available to the lessee. For lessors, accounting for leases is substantially the same as in prior periods. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. ASU 2016-02, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, and early adoption is permitted. We adopted ASC 842 for the year beginning January 1, 2022 using the modified retrospective transition approach applied at the beginning of the period of adoption, which did not result in a cumulative-effect adjustment to retained earnings. Comparative periods presented in the financial statements continue to be presented in accordance with ASC 840. As permitted under the standard, we have elected the package of practical expedients for the transition to ASC 842, under which we did not reassess our prior conclusions regarding lease identification, lease classification, or initial direct costs for contracts existing as of the transition date. We have also elected to apply the following practical expedients for contracts existing as of the transition date and all new contracts after our adoption of ASC 842: 1) recognizing lease expense on a straight-line basis over the lease term for leases with a term of 12 months or less and not recognizing them on the balance sheet and 2) accounting for lease and non-lease components for all asset classes as a combined single unit of account. We have not elected the practical expedient related to all land easements nor the hindsight practical expedient. The adoption of ASC 842 resulted in the recognition of $50.5 million of operating lease assets, which included an adjustment for deferred rent, and $52.6 million of operating lease liabilities on our opening consolidated balance sheet. We have implemented new business processes, accounting policies, systems and internal controls as part of adopting the new standard. See Note 14 for additional information on leases. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years beginning after December 15, 2022 and for interim periods within those fiscal years. The Company is currently evaluating the impact of this standard to its financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022, with early adoption permitted, including adoption in an interim period. The Company is currently evaluating the impact of this standard on its financial statements.

Merger

3 Months Ended

Mar. 31, 2022

Reverse Recapitalization [Abstract]

Merger

On the Closing Date, the Company consummated the merger pursuant to that certain Agreement and Plan of Merger, dated as of October 21, 2020, by and among the Company, Merger Sub and Former CarLotz, as amended by Amendment No. 1, dated December 16, 2020, by and among the Company, Merger Sub and Former CarLotz.

Pursuant to the terms of the Merger Agreement, a business combination between the Company and Former CarLotz was effected through the merger of Merger Sub with and into Former CarLotz with Former CarLotz surviving as the surviving company.

The Merger was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Acamar Partners was treated as the “acquired” company for financial reporting purposes (See Note 1 - Description of the Business). Accordingly, for accounting purposes, the Merger was treated as the equivalent of Former CarLotz issuing stock for the net assets of Acamar Partners, accompanied by a recapitalization.

Prior to the Merger, Former CarLotz and Acamar Partners filed separate standalone federal, state and local income tax returns. As a result of the Merger, structured as a reverse acquisition for tax purposes, Acamar Partners was renamed CarLotz, Inc. and became the parent of the consolidated filing group, with Former CarLotz as a subsidiary.


	Recapitalization
Cash - Acamar Partners’ trust and cash	$	309,999
Cash - PIPE	125,000
Less: consideration delivered to existing shareholders of Former CarLotz	(62,693)
Less: consideration to pay accrued dividends	(4,853)
Less: transaction costs and advisory fees paid	(47,579)
Less: payments on cash considerations associated with stock options	(2,465)
Net contributions from Merger and PIPE financing	317,409
Liabilities relieved: preferred stock obligation	2,832
Liabilities relieved: KAR/AFC note payable	3,625
Liabilities relieved: historic warrant liability	144
Less: earnout shares liability	(74,285)
Less: Merger warrants liability	(39,024)

Merger warrants

The following is an analysis of the warrants to purchase shares of the Company’s stock deemed acquired as part of the Merger and outstanding during the three months ended March 31, 2022. There has been no change in outstanding stock warrants since the Merger.


			March 31, 2022
Stock warrants outstanding - Public			10,185,774
Stock warrants outstanding - Private			6,074,310
Stock warrants cancelled			—
Stock warrants exercised			—
Stock warrants outstanding			16,260,084

Earnout Shares

Former CarLotz equity holders at the closing of the Merger are entitled to receive up to an additional 6,945,732 earnout shares. The earnout shares will be issued to the beneficiaries if certain targets are met in the post-acquisition period. The earnouts for the earnout shares are subject to an earnout period, which is defined as the date 60 months following the consummation of the Merger. The Merger closed on January 21, 2021, and the earnout period expires January 21, 2026. The earnout shares will be issued if any of the following conditions are achieved following January 21, 2021:

i.If at any time during the 60 months following the Closing Date (the first business day following the end of such period, the “Forfeiture Date”), the closing trading price of the common stock is greater than $12.50 over any 20 trading days within any 30 trading day period (the “First Threshold”), the Company will issue 50% of the earnout shares.

ii.If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $15.00 over any 20 trading days within any 30 trading day period (the “Second Threshold”), the Company will issue 50% of the earnout shares.

iii.If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, any unissued earnout shares are forfeited. All unissued earnout shares will be issued if there is a change of control of the Company that will result in the holders of the common stock receiving a per share price equal to or in excess of $10.00 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock) prior to the Forfeiture Date.

Before the contingency is met, the earnout shares will be classified as a liability under the FASB’s Accounting Standards Codification (“ASC”) Topic 815, so changes in the fair value of the earnout shares in future periods will be recognized in the condensed consolidated statement of operations. The estimated fair value of the liability is determined by using a Monte-Carlo simulation model.

Revenue Recognition

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Disaggregation of Revenue

The significant majority of the Company’s revenue is derived from contracts with customers related to the sales of vehicles. In the following tables, revenue is disaggregated by major lines of goods and services and timing of transfer of goods and services. The Company has determined that these categories depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.

The tables below include disaggregated revenue under ASC 606 (Revenue from Contracts with Customers):


	Three Months Ended March 31, 2022
	Vehicle Sales		Fleet Management		Total
Retail vehicle sales	$	50,588	$	—	$	50,588
Wholesale vehicle sales	8,575		—		8,575
Finance and insurance, net	$	3,705	$	—	$	3,705
Lease income, net	—		146		146
Total Revenues	$	62,868	$	146	$	63,014


	Three Months Ended March 31, 2021
	Vehicle Sales		Fleet Management		Total
Retail vehicle sales	$	50,383	$	—	$	50,383
Wholesale vehicle sales	4,568		—		4,568
Finance and insurance, net	$	1,554	$	—	$	1,554
Lease income, net	—		107		107
Total Revenues	$	56,505	$	107	$	56,612

The following table summarizes revenues and cost of sales for retail and wholesale vehicle sales for the periods ended:


	Three Months Ended March 31,
	2022		2021
Retail vehicles:
Retail vehicle sales	$	50,588	$	50,383
Retail vehicle cost of sales	52,415		48,917
Gross Profit – Retail Vehicles	$	(1,827)	$	1,466
Wholesale vehicles:
Wholesale vehicle sales	$	8,575	$	4,568
Wholesale vehicle cost of sales	8,521		5,687
Gross Profit – Wholesale Vehicles	$	54	$	(1,119)

Retail Vehicle Sales

The Company sells used vehicles to retail customers through its 22 retail hub locations. The transaction price for used vehicles is a fixed amount as set forth in the customer contract, and the revenue recognized by the Company is inclusive of the agreed upon transaction price and any service fees. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent noncash consideration, which the Company measures at estimated fair value of the vehicle received on the trade. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales at a point in time when the title to the vehicle passes to the customer, at which point the customer controls the vehicle.

The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing.

The Company’s exchange policy allows customers to initiate an exchange of a vehicle during the first three days or 500 miles after delivery, whichever comes first. An exchange reserve is immaterial based on the Company’s historical activity.

Wholesale Vehicle Sales

Vehicles that do not meet the Company’s standards for retail vehicle sales, vehicles that did not sell through the retail channel within a reasonable period of time and vehicles that the Company determines offer greater financial benefit through the wholesale channel are sold through various wholesale methods. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales when the vehicle is sold at auction or directly to a wholesaler and title to the vehicle passes to the next owner.

Finance and Insurance, net

The Company provides customers with options for financing, insurance and extended warranties. Certain warranties are serviced by a company owned by a major stockholder. All other services are provided by third-party vendors, and the Company has agreements with each of these vendors giving the Company the right to offer such services.

When a customer selects a service from these third-party vendors, the Company earns a commission based on the actual price paid or financed. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. Accordingly, the Company recognizes finance and insurance revenue at the point in time when the customer enters into the contract.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Marketable Securities

3 Months Ended

Mar. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The following table summarizes amortized cost, gross unrealized gains and losses and fair values of the Company’s investments in fixed maturity debt securities as of March 31, 2022 and December 31, 2021:


	March 31, 2022
	Amortized Cost/ Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasuries	$	—	$	—	$	—	$	—
Corporate bonds	30,216		2		(114)		30,104
Municipal bonds	21,990		5		(40)		21,955
Commercial paper	19,997		—		—		19,997
Foreign governments	2,491		2		(21)		2,472
Total Fixed Maturity Debt Securities	$	74,694	$	9	$	(175)	$	74,528


	December 31, 2021
	Amortized Cost/ Cost Basis		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasuries	$	—	$	—	$	—	$	—
Corporate bonds	57,460		—		(72)		57,388
Municipal bonds	28,325		5		(10)		28,320
Commercial paper	19,989		—		—		19,989
Foreign governments	12,291		2		(18)		12,275
Total Fixed Maturity Debt Securities	$	118,065	$	7	$	(100)	$	117,972

The amortized cost and fair value of the Company’s fixed maturity debt securities as of March 31, 2022 by contractual maturity are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Fair Value
Due in one year or less	$	73,667	$	73,557
Due after one year through five years	731		694
Due after five years through ten years	296		277
Total	$	74,694	$	74,528

The following tables summarize the Company’s gross unrealized losses in fixed maturity securities as of March 31, 2022 and December 31, 2021:


			March 31, 2022
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate bonds	$	29,890	$	(98)	$	209	$	(16)	$	30,099	$	(114)
Municipal bonds	19,289		(32)		133		(8)		19,422		(40)
Foreign governments	2,236		(18)		117		(3)		2,353		(21)
Total Fixed Maturity Debt Securities	$	51,415	$	(148)	$	459	$	(27)	$	51,874	$	(175)


			December 31, 2021
	Less Than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate bonds	$	56,902	$	(69)	$	376	$	(3)	$	57,278	$	(72)
Municipal bonds	$	19,945	$	(7)	$	340	$	(3)	$	20,285	$	(10)
Foreign governments	$	12,152	$	(18)	$	—	$	—	$	12,152	$	(18)
Total Fixed Maturity Debt Securities	$	88,999	$	(94)	$	716	$	(6)	$	89,715	$	(100)

Unrealized losses shown in the tables above are believed to be temporary. Fair value of investments in fixed maturity debt securities change and are based primarily on market rates. As of March 31, 2022, the Company’s fixed maturity portfolio had 16 securities with gross unrealized losses totaling $27 that had been in loss positions in excess of 12 months and 99 securities with gross unrealized losses totaling $148 that had been in loss positions less than 12 months. No single issuer had a gross unrealized loss position greater than $21, or 0.7% of its amortized cost. As of December 31, 2021, the Company’s fixed maturity portfolio had 23 securities with gross unrealized losses totaling $(6) that had been in loss positions in excess of 12 months and 106 securities with gross unrealized losses totaling $(94) that had been in loss positions less than 12 months. No single issuer had a gross unrealized loss position greater than $12 (actual), or 0.4% of its amortized cost.

The following tables summarize cost and fair values of the Company’s investments in equity securities as of March 31, 2022 and December 31, 2021:


	March 31, 2022
	Cost		Fair Value
Equity securities	$	430	$	552


	December 31, 2021
	Cost		Fair Value
Equity securities	$	432	$	558

Proceeds from sales and maturities, gross realized gains, gross realized losses and net realized gains (losses) from sales and maturities of fixed maturity securities for the three months ended March 31, 2022 and 2021 consisted of the following:


	March 31, 2022
	Proceeds		Gross Realized Gains		Gross Realized Losses		Net Realized Gain
Fixed maturity debt securities	$	64,911	$	—	$	—	$	—
Equity securities	—		—		—		—
Total Marketable Securities	$	64,911	$	—	$	—	$	—


	March 31, 2021
	Proceeds		Gross Realized Gains		Gross Realized Losses		Net Realized Gain
Fixed maturity debt securities	$	59	$	—	$	—	$	—
Equity securities	—		—		—		—
Total Marketable Securities	$	59	$	—	$	—	$	—

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Items Measured at Fair Value on a Recurring Basis

As of March 31, 2022 and December 31, 2021, the Company held certain assets and liabilities that were required to be measured at fair value on a recurring basis.

The following tables are summaries of fair value measurements and hierarchy level as of:


	March 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	—	$	—	$	—	$	—
Equity securities	552		—		—		552
Fixed maturity debt securities, including cash equivalents	—		118,347		—		118,347
Total Assets	$	552	$	118,347	$	—	$	118,899
Liabilities:


Merger warrants liability	2,939		1,752		—		4,691
Earnout shares liability	—		—		3,650		3,650
Total Liabilities	$	2,939	$	1,752	$	3,650	$	8,341


	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	—	$	—	$	—	$	—
Equity securities	558		—		—		558
Fixed maturity debt securities	—		135,346		—		135,346
Total Assets	$	558	$	135,346	$	—	$	135,904
Liabilities:
Merger warrants liability	$	3,941	$	2,350	$	—	$	6,291
Earnout shares liability	—		—		7,679		7,679
Total Liabilities	$	3,941	$	2,350	$	7,679	$	13,970

Money market funds consist of highly liquid investments with original maturities of three months or less and classified in restricted cash in the accompanying condensed consolidated balance sheets.

The Company recognizes transfers between the levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between the levels during the three months ended March 31, 2022 and 2021.

The following tables set forth a summary of changes in the estimated fair value of the Company’s Level 3 redeemable convertible preferred stock tranche obligation, historic warrants liability and earnout shares for the three months ended March 31, 2022 and 2021:


	January 1, 2022		Issuances		Settlements		Change in fair value		March 31, 2022


Earnout shares	7,679		—		—		(4,029)		3,650
Total	$	7,679	$	—	$	—	$	(4,029)	$	3,650


	January 1, 2021		Issuances		Settlements		Change in fair value		March 31, 2021
Redeemable convertible preferred stock tranche obligation	$	2,832	$	—	$	(2,832)	$	—	$	—
Historic warrants liability	144				(144)		—		—
Earnout shares	—		74,284		—		(31,846)		42,438
Total	$	2,976	$	74,284	$	(2,976)	$	(31,846)	$	42,438

The fair value of the earnout shares was estimated by utilizing a Monte-Carlo simulation model. The inputs into the Monte-Carlo pricing model included significant unobservable inputs. The table below summarizes the significant observable inputs used when valuing the earnout shares as of:


	March 31, 2022		March 31, 2021
Expected volatility	85.00	%	80.00	%
Starting stock price	$1.37		$7.13
Expected term (in years)	3.7 years		4.70 years
Risk-free interest rate	2.44	%	0.87	%
Earnout hurdle	$12.50-$15.00		$12.50-$15.00

Fair Value of Financial Instruments Not Measured at Fair Value on a Recurring Basis

The carrying amounts of restricted cash, accounts receivable and accounts payable approximate fair value because their respective maturities are less than three months.

Beginning March 10, 2021, the Company entered into a $30,000 floor plan credit facility with Ally Financial. Concurrently, proceeds from the agreement were used to settle outstanding debt obligations on the Company’s preexisting floor plan facility with Automotive Finance Corporation (“AFC”). In June 2021, the Company expanded the floor plan credit facility by $10,000 to a total of $40,000. The carrying value of the Ally Financial floor plan notes payable outstanding as of March 31, 2022 approximates fair value due to its variable interest rate determined to approximate current market rates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accounts Receivable, Net

3 Months Ended

Mar. 31, 2022

Credit Loss [Abstract]

Accounts Receivable, Net

The following table summarizes accounts receivable as of:


	March 31, 2022		December 31, 2021
Contracts in transit	$	6,117	$	7,836
Trade	1		386
Finance commission	593		284
Other	481		—
Total	7,192		8,506
Allowance for doubtful accounts	(270)		(300)
Total Accounts Receivable, net	$	6,922	$	8,206

Inventory and Floor Plan Notes Payable

3 Months Ended

Mar. 31, 2022

Inventory Disclosure [Abstract]

Inventory and Floor Plan Notes Payable

The following table summarizes inventory as of:


	March 31, 2022		December 31, 2021
Used vehicles	$	45,846	$	40,739
Parts	249		246
Total	$	46,095	$	40,985

Beginning March 10, 2021, the Company entered into a $30,000 floor plan credit facility, which was expanded to $40,000 in the second quarter of 2021, with Ally Financial to finance the acquisition of used vehicle inventory. Concurrently, proceeds from the agreement were used to settle outstanding debt obligations on the Company’s preexisting floor plan facility with AFC. Borrowings under the Ally Financial facility accrue interest at a variable rate based on the most recent prime rate plus 2.50% per annum. The prime rate as of March 31, 2022 was 3.50%.

Floor plan notes payable are generally due upon the sale of the related used vehicle inventory.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

The following table summarizes property and equipment as of:


	March 31, 2022		December 31, 2021
Capital lease assets	—		12,566
Leasehold improvements	8,030		4,628
Furniture, fixtures and equipment	7,570		7,993
Corporate vehicles	138		158
Total property and equipment	15,738		25,345
Less: accumulated depreciation	(2,696)		(2,609)
Less: impairment	—		(108)
Property and Equipment, net	$	13,042	$	22,628

Depreciation expense for property and equipment was approximately $584 and $105 for the three months ended March 31, 2022 and 2021, respectively.

Other Assets

3 Months Ended

Mar. 31, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Assets

The following table summarizes other assets as of:


	March 31, 2022		December 31, 2021
Other Current Assets:
Lease receivable, net	$	29	$	29
Deferred acquisition costs	40		46
Prepaid expenses	10,133		3,664
Interest receivable	539		966

Total Other Current Assets	$	10,741	$	4,705
Other Assets:
Lease receivable, net	$	16	$	16
Deferred acquisition costs	30		35
Security deposits	507		507
Total Other Assets	$	553	$	558

Long-term Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Long-term Debt

The following table summarizes long-term debt as of:


	March 31, 2022		December 31, 2021
Capital lease obligation	$	—	$	12,715
Finance lease liabilities	$	12,640	$	—



	12,640		12,715
Current portion of long-term debt	—		(509)
Current portion of finance lease liabilities	(560)		—
Long-term Debt	$	12,080	$	12,206

Promissory Note

Concurrently with the closing of the Merger on January 21, 2021, the promissory note was extinguished through a cash payment of $3,000.

Convertible Notes Payable

As of December 31, 2020, the Company had a convertible note balance of $3,500. The note accrued interest at 6.00% on a 365-day basis and the outstanding interest payable as of December 31, 2020 was approximately $212. Concurrently with the closing of the Merger on January 21, 2021, the historic warrants and the note were converted to a fixed number of shares pursuant to a conversion agreement with AFC. The convertible notes were extinguished by issuing AFC 347,992 shares of Former CarLotz common stock and the warrants were exercised into 73,869 shares of Former CarLotz common stock. There are no historic warrants outstanding subsequent to the exercise.

Payroll Protection Program Loan

In April 2020, the Company received a Paycheck Protection Program (“PPP”) loan, a new loan program under the Small Business Administration’s 7(a) program providing loans to qualifying businesses, totaling approximately $1,749. As of December 31, 2020, the Company had an outstanding PPP loan balance of $1,749, which was extinguished concurrently with the closing of the Merger.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
-Paragraph 1C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Accrued Expenses

The following table summarizes accrued expenses as of:


	March 31, 2022		December 31, 2021
License and title fees	$	784	$	903
Payroll and bonuses	4,564		2,047
Deferred rent	—		1,636
Technology	1,120		1,127
Inventory	3,612		2,542
Other	4,289		6,173
Total Accrued Expenses	$	14,369	$	14,428

Other Liabilities

3 Months Ended

Mar. 31, 2022

Other Liabilities Disclosure [Abstract]

Other Liabilities

The following table summarizes other liabilities as of:


	March 31, 2022		December 31, 2021
Other Liabilities, Current
Unearned insurance premiums	$	662	$	754


Other Liabilities
Unearned insurance premiums	530		622
Other long-term liabilities	121		122

Other Liabilities, Long-term	$	651	$	744

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

LeasesThe Company leases its operating facilities from various third parties under non-cancelable operating and finance leases. The leases require various monthly rental payments ranging from approximately $3 to $70, with various ending dates through September 2036. The initial term for real property leases is typically 5 to 15 years. Most leases include one or more options to

renew, with renewal terms that can extend the lease term from 1 to 5 years or more. We include options to renew (or terminate) in our lease term, and as part of our right-of-use ("ROU") assets and lease liabilities, when it is reasonably certain that we will exercise that option. ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. The leases are triple net, whereby the Company is liable for taxes, insurance and repairs. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. Most of these leases have escalating rent payments, which are being expensed on a straight-line basis and are included in operating lease amounts on the balance sheet.

The Company also leases vehicles from a third party under noncancelable operating leases and leases these same vehicles to end customers with similar lease terms, with the exception of the interest rate. The leases require various monthly rental payments from the Company ranging from $229 to $2,356 (actual) with various ending dates through March 2027. The initial term for vehicle leases is typically 36 to 72 months. Most leases do not include an option to renew. The lease payments are generally fixed throughout the term and any variable lease payments (non-recurring maintenance, taxes, registration) are not included in the measurement of the ROU asset and lease liability.

As most of our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. We have elected the practical expedient on not separating lease components from non-lease components. All leases with a term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.

The components of lease expense were as follows:


	Three Months Ended March 31, 2022
Operating lease cost (1)	$	2,435
Finance lease cost:
Depreciation of lease assets	263
Interest on lease liabilities	287
Total finance lease cost	550
Total lease cost	2,985

(1) Includes short-term leases and variable lease costs, which are immaterial.

Supplemental balance sheet information related to leases was as follows:


	Classification	As of March 31, 2022
Assets:
Operating lease assets		49,608
Finance lease assets		11,811
Total lease assets		61,419
Liabilities:
Current:
Current portion of operating lease liabilities		6,810
Current portion of finance lease liabilities		560
Long-term:
Operating leases, less current portion		45,076
Finance leases, less current portion		12,080
Total lease liabilities		64,526

(1) Finance lease assets are recorded net of accumulated depreciation of $755 as of March 31, 2022.

Lease term and discount rate information related to leases was as follows:


Lease Term and Discount Rate	As of March 31, 2022
Weighted Average Remaining Lease Term (in years)
Operating leases	8.01 years
Finance leases	11.92 years

Weighted Average Discount Rate
Operating leases	5.87	%
Finance leases	10.01	%

Supplemental cash flow information related to leases was as follows:


			Three Months Ended March 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			2,308
Operating cash flows from finance leases			287
Financing cash flows from finance leases			126

Lease assets obtained in exchange for lease obligation
Operating leases			51,916
Finance leases			—

Maturities of lease liabilities were as follows:


	As of March 31, 2022
	Operating Leases (1)	Finance Leases (1)
Fiscal 2022, remaining	7,118	1,281
Fiscal 2023	9,268	1,669
Fiscal 2024	8,518	1,694
Fiscal 2025	7,887	1,721
Fiscal 2026	6,875	1,766
Thereafter	26,074	14,322
Total lease payments	65,740	22,453
Less: interest	(13,854)	(9,813)
Present value of lease liabilities	51,886	12,640

(1) There are no legally binding minimum lease payments for leases signed but not yet commenced excluded from the table.

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 and under the previous lease accounting standard, the following is a table of facility lease commitments due for the next five years, and thereafter, as of December 31, 2021:


	Total Per Year		Total Capital Leases
2022	$	6,788	$	1,643
2023	6,931		1,669
2024	6,657		1,695
2025	6,832		1,721
2026	5,884		1,766
Thereafter	23,715		14,322
Total	$	56,807	$	22,816
Less: amount representing interest			(10,101)
Present value of minimum lease payments			12,715
Less: current obligation			(509)
Long-term obligations under capital lease			$	12,206

The following is a schedule of the approximate future minimum lease payments due to third parties and the related expected future receipts related to these lease vehicles as of December 31, 2021:


	Payments Due to Third-Parties		Future Receipts
2022	$	1,435	$	1,721
2023	1,017		1,205
2024	605		716
2025	180		216
2026	55		69
Total	3,292		3,927

Leases

The components of lease expense were as follows:


	Three Months Ended March 31, 2022
Operating lease cost (1)	$	2,435
Finance lease cost:
Depreciation of lease assets	263
Interest on lease liabilities	287
Total finance lease cost	550
Total lease cost	2,985

(1) Includes short-term leases and variable lease costs, which are immaterial.

Supplemental balance sheet information related to leases was as follows:


	Classification	As of March 31, 2022
Assets:
Operating lease assets		49,608
Finance lease assets		11,811
Total lease assets		61,419
Liabilities:
Current:
Current portion of operating lease liabilities		6,810
Current portion of finance lease liabilities		560
Long-term:
Operating leases, less current portion		45,076