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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): November 8, 2022
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.)
3301 W. Moore St.
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (804) 510-0744
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 November 8, 2022, CarLotz, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2022. The press release dated November 8, 2022 is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Important Additional Information
In connection with the pending transaction between CarLotz and Shift Technologies, Inc. (“Shift”) (the “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.
2


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
3


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: November 8, 2022By:/s/ Lev Peker
Name: Lev Peker
Title:Chief Executive Officer
4
Document

CarLotz Announces Third Quarter Fiscal 2022 Financial Results

Third Quarter Revenue of $50.8 million
Third Quarter Retail Unit Sales of 1,375
Third Quarter GPU increased 62% to $1,524


November 8, 2022 – Richmond, VA (GLOBE NEWSWIRE) – CarLotz, Inc. (the “Company” or “CarLotz”; NASDAQ: LOTZ), a consignment-to-retail used vehicle marketplace, today announced financial results for the 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 cash4,049 4,336 
Marketable securities – at fair value28,125 116,589 
Accounts receivable, net4,786 8,206 
Inventories13,062 40,985 
Other current assets4,349 4,705 
Operating and finance lease assets, property, and equipment held for sale20,860  
Total Current Assets160,040 249,850 
Marketable securities – at fair value760 1,941 
Property and equipment, net7,118 22,628 
Capitalized website and internal-use software costs, net12,725 13,716 
Operating lease assets22,092 — 
Finance lease assets, net4,459 — 
Lease vehicles, net2,869 1,596 
Other assets474 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 payable5,433 27,815 
Accounts payable2,236 6,352 
Accrued expenses11,215 14,428 
Current portion of operating lease liabilities4,600 — 
Other current liabilities593 754 
Operating and finance lease liabilities associated with assets held for sale22,294 — 
Total Current Liabilities46,487 49,858 
Finance lease liabilities, less current portion6,083 12,206 
Operating lease liabilities, less current portion22,384 — 
Earnout shares liability722 7,679 
Merger warrants liability675 6,291 
Other liabilities417 744 
Total Liabilities76,768 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 capital291,827 287,509 
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,
2022202120222021
Revenues:
Retail vehicle sales$32,545 $56,284 $142,344 $150,897 
Wholesale vehicle sales16,357 8,989 38,880 18,217 
Finance and insurance, net1,691 2,639 8,591 5,973 
Lease income, net245 129 528 334 
Total Revenues50,838 68,041 190,343 175,421 
Cost of sales (exclusive of depreciation)51,429 66,017 187,375 167,207 
Gross Profit(591)2,024 2,968 8,214 
Operating Expenses:
Selling, general and administrative19,334 24,780 74,017 63,039 
Stock-based compensation expense1,409 3,447 4,234 49,114 
Depreciation and amortization expense2,025 1,214 6,173 1,692 
Management fee expense – related party— — — 
Impairment expense420  1,143  
Restructuring expenses1,885 — 12,616 — 
Total Operating Expenses25,073 29,441 98,183 113,847 
Loss from Operations(25,664)(27,417)(95,215)(105,633)
Interest expense302 650 1,512 1,009 
Other Income, net
Change in fair value of Merger warrants liability803 12,111 5,616 24,794 
Change in fair value of earnout shares341 12,565 6,957 56,621 
Other income (expense)523 (85)113 (476)
Total Other Income, net1,667 24,591 12,686 80,939 
Loss Before Income Tax Expense(24,299)(3,476)(84,041)(25,703)
Income tax expense— — — — 
Net Loss$(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 diluted114,705,449113,707,013114,334,960109,447,939



















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

(unaudited)

(In thousands, except per share and share data)

Nine Months Ended September 30,
20222021
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 software8,532 1,623 
Impairment expense1,143 — 
Non-cash restructuring expenses10,387 — 
Gain on lease assignment(236)— 
Amortization and accretion - marketable securities752 1,712 
Depreciation – lease vehicles360 69 
Provision for doubtful accounts656 85 
Stock-based compensation expense4,234 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 receivable2,764 (4,786)
Inventories27,923 (46,774)
Other current assets356 (8,414)
Other assets84 (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 securities152,758 212,823 
Purchase of lease vehicles(1,633)(939)
Net Cash (Used in) Provided by Investing Activities78,667 (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 payable80,211 127,279 
Employee stock option exercise91 — 
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 Cash9,493 54,905 
Cash and cash equivalents and restricted cash, beginning79,365 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,
20222021Change20222021Change
($ 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 sales16,357 8,989 82.0 %38,880 18,217 113.4 %
Finance and insurance, net1,691 2,639 (35.9)%8,591 5,973 43.8 %
Lease income, net245 129 89.9 %528 334 58.1 %
Total revenues50,838 68,041 (25.3)%190,343 175,421 8.5 %
Cost of sales:
Retail vehicle cost of sales32,141 56,584 (43.2)%144,058 147,142 (2.1)%
Wholesale vehicle cost of sales19,288 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)$3,755 (145.6)%
Wholesale vehicle gross profit (loss)(2,931)(444)(560.1)%(4,437)(1,848)(140.1)%
Finance and insurance gross profit1,691 2,639 (35.9)%8,591 5,973 43.8 %
Lease income, net245 129 89.9 %528 334 58.1 %
Total gross profit$(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 profit1,691 2,639 (35.9)%8,591 5,973 43.8 %
Total retail vehicle and finance and insurance gross profit2,095 2,339 (10.4)%6,877 9,728 (29.3)%
Retail vehicle unit sales1,375 2,490 (44.8)%6,066 7,053 (14.0)%
Retail vehicle gross profit per unit$1,524 $939 62.3 %$1,134 $1,379 (17.8)%
Wholesale gross profit per unit(2):
Wholesale vehicle gross profit (loss)(2,931)(444)(560.1)%(4,437)(1,848)(140.1)%
Wholesale vehicle unit sales1,042 614 69.7 %2,312 1,451 59.3 %
Wholesale vehicle gross profit per unit$(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,
2022202120222021
($ in thousands)
Net Loss$(24,299)$(3,476)$(84,041)$(25,703)
Adjusted to exclude the following:
Interest expense302 650 1,512 1,009 
Income tax expense— — — — 
Depreciation and amortization expense2,025 1,214 6,173 1,692 
EBITDA$(21,972)$(1,612)$(76,356)$(23,002)
Other expense(523)85 (113)476 
Stock compensation expense1,409 3,447 4,234 49,114 
Management fee expense - related party— — — 
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.