Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
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 | 611 Bainbridge Street, Suite 100 | |
Entity Address, City or Town | Richmond | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23224 | |
City Area Code | 804 | |
Local Phone Number | 728-3833 | |
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 | 113,982,884 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
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 $11.50 per share | |
Trading Symbol | LOTZW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 57,504 | $ 2,208 |
Restricted cash | 214 | 605 |
Marketable securities – at fair value | 143,460 | 1,032 |
Accounts receivable, net | 8,833 | 4,132 |
Inventories | 58,142 | 11,202 |
Other current assets | 9,201 | 6,679 |
Total Current Assets | 277,354 | 25,858 |
Marketable securities – at fair value | 2,432 | 0 |
Property and equipment, net | 15,516 | 1,868 |
Capitalized website and internal-use software costs, net | 12,555 | 0 |
Lease vehicles, net | 877 | 173 |
Other assets | 4,566 | 299 |
Total Assets | 313,300 | 28,198 |
Current Liabilities: | ||
Long-term debt, current | 397 | 6,370 |
Floor plan notes payable | 24,284 | 6,039 |
Accounts payable | 9,824 | 6,283 |
Accrued transaction expenses | 0 | 6,052 |
Accrued expenses | 10,902 | 3,563 |
Accrued expenses – related party | 0 | 5,082 |
Other current liabilities | 638 | 256 |
Total Current Liabilities | 46,045 | 33,645 |
Long-term debt, less current portion | 8,706 | 2,999 |
Redeemable convertible preferred stock tranche obligation | 0 | 2,832 |
Earnout shares liability | 17,663 | 0 |
Other liabilities | 1,061 | 1,959 |
Total Liabilities | 87,706 | 41,435 |
Commitments and Contingencies (Note 15) | 0 | 0 |
Redeemable Convertible Preferred Stock: | ||
Series A Preferred Stock, $0.0001 stated value; authorized 10,000,000 shares; after recapitalization there are no preferred shares issued or outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Stockholders’ Equity (Deficit): | ||
Common stock, $0.0001 par value; 500,000,000 authorized shares, 113,707,013 and 58,621,042 shares issued and outstanding at September 30, 2021 and December 31, 2020 | 11 | 6 |
Additional paid-in capital | 285,423 | 20,779 |
Accumulated deficit | (59,740) | (34,037) |
Accumulated other comprehensive (loss) income | (100) | 15 |
Treasury stock, $0.001 par value; after recapitalization there are no treasury shares issued or outstanding at September 30, 2021 and December 31, 2020 | 0 | 0 |
Total Stockholders’ Equity (Deficit) | 225,594 | (13,237) |
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | 313,300 | 28,198 |
Merger warrants liability | ||
Current Liabilities: | ||
Merger warrants liability | $ 14,231 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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) | 113,707,013 | 113,707,013 |
Common stock, outstanding shares (in shares) | 58,621,042 | 58,621,042 |
Treasury stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Redeemable Convertible Preferred Stock | ||
Series A Preferred Stock, stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, authorized shares (in shares) | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Lease income, net | $ 129 | $ 101 | $ 334 | $ 373 |
Total Revenues | 68,041 | 29,793 | 175,421 | 81,582 |
Cost of sales (exclusive of depreciation) | 66,017 | 26,217 | 167,207 | 72,805 |
Gross Profit | 2,024 | 3,576 | 8,214 | 8,777 |
Operating Expenses: | ||||
Selling, general and administrative | 24,780 | 4,147 | 63,039 | 11,136 |
Stock-based compensation expense | 3,447 | 0 | 49,114 | 37 |
Depreciation and amortization expense | 1,214 | 78 | 1,692 | 269 |
Management fee expense – related party | 0 | 63 | 2 | 195 |
Total Operating Expenses | 29,441 | 4,288 | 113,847 | 11,637 |
Loss from Operations | (27,417) | (712) | (105,633) | (2,860) |
Interest expense | 650 | 104 | 1,009 | 360 |
Other Income, net | ||||
Change in fair value of Merger warrants liability | 12,111 | 0 | 24,794 | 0 |
Change in fair value of redeemable convertible preferred stock tranche obligation | 0 | 333 | 0 | 962 |
Change in fair value of earnout shares | 12,565 | 0 | 56,621 | 0 |
Other income (expense) | (85) | (6) | (476) | 58 |
Total Other Income, net | 24,591 | 327 | 80,939 | 1,020 |
Loss Before Income Tax Expense | (3,476) | (489) | (25,703) | (2,200) |
Income tax expense | 0 | 3 | 0 | 12 |
Net Loss | $ (3,476) | $ (492) | $ (25,703) | $ (2,212) |
Net Loss per Share, basic (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.23) | $ (0.04) |
Net Loss per Share, diluted (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.23) | $ (0.04) |
Weighted-average Shares used in Computing Net Loss per Share, basic (in shares) | 113,707,013 | 58,621,041 | 109,447,939 | 58,621,041 |
Weighted-average Shares used in Computing Net Loss per Share, diluted (in shares) | 113,707,013 | 58,621,041 | 109,447,939 | 58,621,041 |
Retail vehicle sales | ||||
Revenues: | ||||
Revenue | $ 56,284 | $ 26,694 | $ 150,897 | $ 71,388 |
Gross Profit | (300) | 2,517 | 3,755 | 5,665 |
Wholesale vehicle sales | ||||
Revenues: | ||||
Revenue | 8,989 | 2,088 | 18,217 | 7,124 |
Gross Profit | (444) | 48 | (1,848) | 42 |
Finance and insurance, net | ||||
Revenues: | ||||
Revenue | $ 2,639 | $ 910 | $ 5,973 | $ 2,697 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,476) | $ (492) | $ (25,703) | $ (2,212) |
Other Comprehensive (Loss) Income, net of tax: | ||||
Unrealized (losses) gains on marketable securities arising during the period | (40) | (3) | (110) | 14 |
Tax effect | 0 | 4 | 0 | 0 |
Unrealized (losses) gains on marketable securities arising during the period, net of tax | (40) | 1 | (110) | 14 |
Reclassification adjustment for realized losses | 0 | 5 | (5) | 2 |
Tax effect | 0 | (1) | 0 | 0 |
Reclassification adjustment for realized losses, net of tax | 0 | 4 | (5) | 2 |
Other comprehensive income, net of tax | (40) | 5 | (115) | 16 |
Total Comprehensive (Loss) | $ (3,516) | $ (487) | $ (25,818) | $ (2,196) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Adjustment | Common Stock | Common StockPreviously Reported | Common StockRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously Reported | Accumulated DeficitRevision of Prior Period, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Previously Reported | Accumulated Other Comprehensive Income (Loss)Revision of Prior Period, Adjustment |
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 2,034,751 | (2,034,751) | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 17,560 | $ (17,560) | ||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 0 | ||||||||||||||
Ending balance at Mar. 31, 2020 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 58,621,042 | 37,881,435 | 20,739,607 | ||||||||||||
Beginning balance at Dec. 31, 2019 | (4,861) | $ (22,421) | $ 17,560 | $ 6 | $ 4 | $ 2 | $ 22,618 | $ 5,060 | $ 17,558 | $ (27,485) | $ (27,485) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (1,507) | $ (1,507) | |||||||||||||
Accrued dividends on redeemable convertible preferred stock | (456) | (456) | |||||||||||||
Redeemable convertible preferred stock issuance | 4 | 4 | |||||||||||||
Stock-based compensation | 34 | 34 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2020 | 58,621,042 | ||||||||||||||
Ending balance at Mar. 31, 2020 | $ (6,786) | $ 6 | 22,196 | (28,992) | 4 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 2,034,751 | (2,034,751) | ||||||||||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 17,560 | $ (17,560) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | ||||||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 58,621,042 | 37,881,435 | 20,739,607 | ||||||||||||
Beginning balance at Dec. 31, 2019 | (4,861) | $ (22,421) | $ 17,560 | $ 6 | $ 4 | $ 2 | 22,618 | 5,060 | 17,558 | (27,485) | (27,485) | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (2,212) | ||||||||||||||
Other comprehensive income, net of tax | 16 | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 58,621,042 | ||||||||||||||
Ending balance at Sep. 30, 2020 | $ (8,419) | $ 6 | 21,256 | (29,697) | 16 | ||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 0 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | $ 0 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2020 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 58,621,042 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | (6,786) | $ 6 | 22,196 | (28,992) | 4 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (213) | (213) | |||||||||||||
Other comprehensive income, net of tax | 7 | 7 | |||||||||||||
Accrued dividends on redeemable convertible preferred stock | (466) | (466) | |||||||||||||
Stock-based compensation | 3 | 3 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2020 | 58,621,042 | ||||||||||||||
Ending balance at Jun. 30, 2020 | $ (7,455) | $ 6 | 21,733 | (29,205) | 11 | ||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | ||||||||||||||
Ending balance at Sep. 30, 2020 | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (492) | (492) | |||||||||||||
Other comprehensive income, net of tax | 5 | 5 | |||||||||||||
Accrued dividends on redeemable convertible preferred stock | (477) | (477) | |||||||||||||
Ending balance (in shares) at Sep. 30, 2020 | 58,621,042 | ||||||||||||||
Ending balance at Sep. 30, 2020 | $ (8,419) | $ 6 | 21,256 | (29,697) | 16 | ||||||||||
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 | 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) | $ 0 | 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, 2020 | 0 | 2,034,751 | (2,034,751) | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 17,560 | $ (17,560) | ||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 58,621,042 | 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) | $ 0 | 15 | $ 15 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (25,703) | ||||||||||||||
Other comprehensive income, net of tax | $ (115) | ||||||||||||||
Cashless exercise of options (in shares) | 56,059 | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 58,621,042 | 113,707,013 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 225,594 | $ 11 | 285,423 | (59,740) | (100) | ||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 0 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | $ 0 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 0 | ||||||||||||||
Ending balance at Jun. 30, 2021 | $ 0 | ||||||||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 113,670,060 | ||||||||||||||
Beginning balance at Mar. 31, 2021 | 229,108 | $ 11 | 278,272 | (49,059) | (116) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (7,205) | (7,205) | |||||||||||||
Other comprehensive income, net of tax | 56 | 56 | |||||||||||||
Stock-based compensation | 3,704 | 3,704 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 113,670,060 | ||||||||||||||
Ending balance at Jun. 30, 2021 | $ 225,663 | $ 11 | 281,976 | (56,264) | (60) | ||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 0 | ||||||||||||||
Ending balance at Sep. 30, 2021 | $ 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (3,476) | (3,476) | |||||||||||||
Other comprehensive income, net of tax | (40) | (40) | |||||||||||||
Stock-based compensation | $ 3,447 | 3,447 | |||||||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 36,953 | ||||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 58,621,042 | 113,707,013 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 225,594 | $ 11 | $ 285,423 | $ (59,740) | $ (100) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (25,703) | $ (2,212) |
Cash Flows from Financing Activities | ||
Payments made on long-term debt | (51) | (7) |
Advance from holder of marketable securities | 4,722 | 0 |
Repayment of advance from marketable securities | (4,722) | 0 |
PIPE issuance | 125,000 | 0 |
Merger financing | 309,999 | 0 |
Payment made on accrued dividends | (4,853) | 0 |
Payments to existing shareholders of Former CarLotz | (62,693) | 0 |
Transaction costs and advisory fees | (47,579) | 0 |
Payments made on cash considerations associated with stock options | (2,465) | 0 |
Repayment of Paycheck Protection Program loan | (1,749) | 0 |
Payments made on note payable | (3,000) | 0 |
Borrowings on long-term debt | 0 | 2,249 |
Payments on floor plan notes payable | (109,034) | (16,877) |
Borrowings on floor plan notes payable | 127,279 | 16,834 |
Net Cash Provided by Financing Activities | 330,854 | 2,199 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 1,623 | 148 |
Amortization and accretion - marketable securities | 1,712 | 0 |
Depreciation – lease vehicles | 69 | 121 |
Loss on marketable securities | 0 | (13) |
Provision for doubtful accounts | 85 | 5 |
Stock-based compensation expense | 49,114 | 37 |
Change in fair value of Merger warrants liability | (24,794) | 0 |
Change in fair value of historic warrants liability | 0 | (30) |
Change in fair value of earnout shares | (56,621) | 0 |
Change in fair value of debt issuance costs and stock warrant | 0 | 18 |
Change in fair value of redeemable convertible preferred stock tranche obligation | 0 | (962) |
Unpaid interest expense on capital lease obligations | 199 | 0 |
Change in Operating Assets and Liabilities: | ||
Accounts receivable | (4,786) | 290 |
Inventories | (46,774) | (602) |
Other current assets | (8,414) | (247) |
Other assets | (4,267) | 28 |
Accounts payable | 3,541 | 893 |
Accrued expenses | 5,441 | 771 |
Accrued expenses – related party | (229) | 75 |
Other current liabilities | 382 | (115) |
Other liabilities | (753) | 756 |
Net Cash Used in Operating Activities | (110,175) | (1,039) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (6,766) | (37) |
Capitalized website and internal-use software costs | (11,511) | 0 |
Purchase of marketable securities | (359,381) | (999) |
Proceeds from sales of marketable securities | 212,823 | 53 |
Purchase of lease vehicles | (939) | (76) |
Net Cash Used in Investing Activities | (165,774) | (1,059) |
Net Change in Cash and Cash Equivalents Including Restricted Cash | 54,905 | 101 |
Cash and cash equivalents and restricted cash, beginning | 2,813 | 4,102 |
Cash and cash equivalents and restricted cash, ending | 57,718 | 4,203 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 1,000 | 248 |
Supplementary Schedule of Non-cash Investing and Financing Activities: | ||
Transfer from lease vehicles to inventory | 166 | 199 |
Redeemable convertible preferred stock distributions accrued | 0 | 1,399 |
Issuance of common stock warrants | 0 | 15 |
KAR/AFC exercise of stock warrants | (144) | 0 |
KAR/AFC conversion of notes payable | (3,625) | 0 |
Convertible redeemable preferred stock tranche obligation expiration | (2,832) | 0 |
Capitalized website and internal use software costs accrued | (1,898) | 0 |
Purchases of property under capital lease obligation | $ (7,651) | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
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 previously announced 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 Remarketing TM 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 eighteen retail hub locations throughout the United States, including in 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), 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 previously announced 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. 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 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. generally accepted accounting principles (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“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 of Former CarLotz as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 (audited consolidated financial statements) contained in Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 filed with the SEC on May 25, 2021. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements of Former CarLotz as of that date contained in Post-Effective Amendment No. 1 to our Registration Statement on Form S-1 filed with the SEC on May 25, 2021. 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 September 30, 2021 and its results of operations for the three and nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021, there were no significant revisions to the Company’s significant accounting policies, other than those indicated herein. 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. 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 September 30, 2021 and December 31, 2020, restricted cash included approximately $214 and $605, respectively. The restricted cash is legally and contractually restricted as collateral for a letter of credit issued on behalf of CarLotz Group, Inc. and for the payment of claims on the reinsurance companies. Marketable Securities The Company and its reinsurance subsidiaries invest excess cash in marketable securities in the ordinary course of conducting their operations and maintain a portfolio of marketable securities primarily comprised of fixed income debt securities. The Company has investments in marketable securities that are classified as available-for-sale securities and are reported at fair value. Unrealized gains and losses related to changes in the fair value of equity securities are recognized in other income (expense) in the Company’s condensed consolidated statements of operations. Unrealized gains and losses related to changes in the fair value of debt securities are recognized in Accumulated Other Comprehensive Income in the Company’s condensed consolidated balance sheets. Changes in the fair value of available-for-sale debt securities impact the Company’s net income only when such securities are sold or when other-than-temporary impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis and are recognized on the trade date. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations at each balance sheet date. The Company may sell certain of the Company’s marketable securities prior to their stated maturities for strategic reasons, including, but not limited to, anticipation of credit deterioration and duration management. The Company reviews its debt securities on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and the Company’s intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. If the Company believes that an other-than-temporary decline exists in one of these securities, the Company will write down these investments to fair value through earnings. Capitalized website and internal-use software costs The Company capitalizes costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. Amortization is computed using the straight-line method over 3 years. 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 $13,674 and $1,406 for the nine months ended September 30, 2021 and 2020, 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 January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . Subsequently, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall. ASU 2016-01 requires equity investments except those under the equity method of accounting to be measured at fair value with the changes in fair value recognized in net income. ASU 2016-01 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company adopted ASU 2016-01 on January 1, 2019 for annual periods and on January 1, 2020 for interim periods within annual periods. The adoption of ASU 2016-01 did not have a material impact on the Company’s condensed consolidated financial statements. 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. For leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. While the Company expects the adoption of this standard to result in an increase to the reported assets and liabilities, it has not yet determined the full impact the adoption of this standard will have on its financial statements and related disclosures. 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, and early adoption is permitted. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The Company adopted ASU 2018-13 on January 1, 2020, and the adoption of this standard did not have a material impact on the condensed consolidated financial statements or related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on January 1, 2020 for annual periods, and the adoption of this standard did not have a material impact on the condensed consolidated financial statements or related disclosures. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities , which addresses the cost and complexity of financial reporting associated with consolidation of variable interest entities (“VIE”). The new guidance must be applied on a retrospective basis as a cumulative-effect adjustment as of the date of adoption. The Company adopted ASU 2018-17 on January 1, 2020, and the adoption of this standard did not have a material impact on the consolidated financial statements or related disclosures because the Company does not currently have any indirect interests through related parties under common control for which it receives decision making fees. In December 2020, 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
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Merger | Merger On the Closing Date, the Company consummated the previously announced 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 is 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 nine months ended September 30, 2021: September 30, 2021 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 statement of operations. The estimated fair value of the liability is determined by using a Monte-Carlo simulation model. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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 September 30, 2021 Nine Months Ended September 30, 2021 Vehicle Sales Fleet Management Total Vehicle Sales Fleet Management Total Retail vehicle sales $ 56,284 $ — $ 56,284 $ 150,897 $ — $ 150,897 Wholesale vehicle sales 8,989 — 8,989 18,217 — 18,217 Finance and insurance, net $ 2,639 $ — $ 2,639 5,973 — 5,973 Lease income, net — 129 129 — 334 334 Total Revenues $ 67,912 $ 129 $ 68,041 $ 175,087 $ 334 $ 175,421 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Vehicle Sales Fleet Management Total Vehicle Sales Fleet Management Total Retail vehicle sales $ 26,694 $ — $ 26,694 $ 71,388 $ — $ 71,388 Wholesale vehicle sales 2,088 — 2,088 7,124 — 7,124 Finance and insurance, net $ 910 $ — $ 910 2,697 — 2,697 Lease income, net — 101 101 — 373 373 Total Revenues $ 29,692 $ 101 $ 29,793 $ 81,209 $ 373 $ 81,582 The following table summarizes revenues and cost of sales for retail and wholesale vehicle sales for the periods ended: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Retail vehicles: Retail vehicle sales $ 56,284 $ 26,694 $ 150,897 $ 71,388 Retail vehicle cost of sales 56,584 24,177 147,142 65,723 Gross Profit – Retail Vehicles $ (300) $ 2,517 $ 3,755 $ 5,665 Wholesale vehicles: Wholesale vehicle sales $ 8,989 $ 2,088 $ 18,217 $ 7,124 Wholesale vehicle cost of sales 9,433 2,040 20,065 7,082 Gross Profit – Wholesale Vehicles $ (444) $ 48 $ (1,848) $ 42 Retail Vehicle Sales The Company sells used vehicles to retail customers through its 18 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. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 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 September 30, 2021 and December 31, 2020: September 30, 2021 Amortized Cost/ Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasuries $ 120 $ — $ — $ 120 Corporate bonds 67,599 17 (92) 67,524 Municipal bonds 44,371 5 (17) 44,359 Commercial paper 19,982 — — 19,982 Foreign governments 13,404 2 (15) 13,391 Total Fixed Maturity Debt Securities $ 145,476 $ 24 $ (124) $ 145,376 December 31, 2020 Amortized Cost/ Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasuries $ 240 $ 6 $ — $ 246 Corporate bonds 261 5 (1) 265 U.S. states, territories and political subdivisions 141 5 — 146 Total Fixed Maturity Debt Securities $ 642 $ 16 $ (1) $ 657 The amortized cost and fair value of the Company’s fixed maturity debt securities as of September 30, 2021 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 $ 143,033 $ 142,944 Due after one year through five years 2,195 2,184 Due after five years through ten years 248 248 Total $ 145,476 $ 145,376 The following tables summarize the Company’s gross unrealized losses in fixed maturity securities as of September 30, 2021 and December 31, 2020: September 30, 2021 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate bonds $ 59,997 $ (89) $ 448 $ (3) $ 60,445 $ (92) Municipal bonds 37,271 (15) 315 (2) 37,586 (17) Foreign governments 13,389 (15) — — 13,389 (15) Total Fixed Maturity Debt Securities $ 110,657 $ (119) $ 763 $ (5) $ 111,420 $ (124) December 31, 2020 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate bonds $ 39 $ (1) $ — $ — $ 39 $ (1) Total Fixed Maturity Debt Securities $ 39 $ (1) $ — $ — $ 39 $ (1) 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 September 30, 2021, the Company’s fixed maturity portfolio had 10 securities with gross unrealized losses totaling $5 that had been in loss positions in excess of 12 months and 160 securities with gross unrealized losses totaling $119 that had been in loss positions less than 12 months. No single issuer had a gross unrealized loss position greater than $10, or 0.2% of its amortized cost. As of December 31, 2020, the Company’s fixed maturity portfolio had no securities with gross unrealized losses that had been in loss positions in excess of 12 months and 2 securities with gross unrealized losses totaling $1 that had been in loss positions less than 12 months. No single issuer had a gross unrealized loss position greater than $325 (actual), or 1.6% of its amortized cost. The following tables summarize cost and fair values of the Company’s investments in equity securities as of September 30, 2021 and December 31, 2020: September 30, 2021 Cost Fair Value Equity securities $ 432 $ 516 December 31, 2020 Cost Fair Value Equity securities $ 335 $ 375 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 nine months ended September 30, 2021 and 2020 consisted of the following: September 30, 2021 Proceeds Gross Realized Gains Gross Realized Losses Net Realized Gain Fixed maturity debt securities $ 212,822 $ 7 $ (2) $ 5 Equity securities 1 — — — Total Marketable Securities $ 212,823 $ 7 $ (2) $ 5 September 30, 2020 Proceeds Gross Realized Gains Gross Realized Losses Net Realized Gain Fixed maturity debt securities $ 18 $ — $ — $ — Equity securities 35 — (2) (2) Total Marketable Securities $ 53 $ — $ (2) $ (2) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Items Measured at Fair Value on a Recurring Basis As of September 30, 2021 and December 31, 2020, 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: September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ — $ — $ — Equity securities 516 — — 516 Fixed maturity debt securities, including cash equivalents — 155,407 — 155,407 Total Assets $ 516 $ 155,407 $ — $ 155,923 Liabilities: Merger warrants liability 8,915 5,316 — 14,231 Earnout shares — — 17,663 17,663 Total Liabilities $ 8,915 $ 5,316 $ 17,663 $ 31,894 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 405 $ — $ — $ 405 Equity securities 375 — — 375 Fixed maturity debt securities 246 411 — 657 Total Assets $ 1,026 $ 411 $ — $ 1,437 Liabilities: Redeemable convertible preferred stock tranche obligation $ — $ — $ 2,832 $ 2,832 Historic warrants liability — — 144 144 Total Liabilities $ — $ — $ 2,976 $ 2,976 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 nine months ended September 30, 2021 and 2020. 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 nine months ended September 30, 2021 and 2020: January 1, Issuances Settlements Change in fair value September 30, Redeemable convertible preferred stock tranche obligation $ 2,832 $ — $ (2,832) $ — $ — Historic warrants liability 144 — (144) — — Earnout shares — 74,284 — (56,621) 17,663 Total $ 2,976 $ 74,284 $ (2,976) $ (56,621) $ 17,663 January 1, Issuances Settlements Change in fair value September 30, Redeemable convertible preferred stock tranche obligation $ 3,755 $ — $ — $ (962) $ 2,793 Historic warrants liability 115 15 — (30) 100 Total $ 3,870 $ 15 $ — $ (992) $ 2,893 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: September 30, 2021 January 21, 2021 Expected volatility 80.00 % 80.00 % Starting stock price $3.81 $11.31 Expected term (in years) 4.3 years 5 years Risk-free interest rate 0.79 % 0.45 % 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. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2021 | |
Credit Loss [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net The following table summarizes accounts receivable as of: September 30, December 31, Contracts in transit $ 8,275 $ 3,321 Trade 376 240 Finance commission 334 132 Other — 506 Total 8,985 4,199 Allowance for doubtful accounts (152) (67) Total Accounts Receivable, net $ 8,833 $ 4,132 |
Inventory and Floor Plan Notes
Inventory and Floor Plan Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory and Floor Plan Notes Payable | Inventory and Floor Plan Notes Payable The following table summarizes inventory as of: September 30, December 31, Used vehicles $ 58,109 $ 11,202 Parts 33 — Total $ 58,142 $ 11,202 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, 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 September 30, 2021 was 3.25%. Floor plan notes payable are generally due upon the sale of the related used vehicle inventory. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The following table summarizes property and equipment as of: September 30, December 31, Capital lease assets $ 8,956 $ 1,305 Leasehold improvements 2,344 702 Furniture, fixtures and equipment 5,861 760 Corporate vehicles 158 143 Total property and equipment 17,319 2,910 Less: accumulated depreciation (1,803) (1,042) Property and Equipment, net $ 15,516 $ 1,868 Depreciation expense for property and equipment was approximately $761 and $148 for the nine months ended September 30, 2021 and 2020, respectively. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | Other Assets The following table summarizes other assets as of: September 30, December 31, Other Current Assets: Lease receivable, net $ 26 $ 36 Deferred acquisition costs 40 72 Prepaid expenses 8,065 679 Interest receivable 1,070 — Deferred transaction costs — 5,892 Total Other Current Assets $ 9,201 $ 6,679 Other Assets: Lease receivable, net $ 16 $ 16 Deferred acquisition costs 54 48 Security deposits 4,496 235 Total Other Assets $ 4,566 $ 299 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt The following table summarizes long-term debt as of: September 30, December 31, Capital lease obligation $ 9,103 $ 1,305 Promissory note — 2,990 Convertible notes payable, net — 3,325 Paycheck Protection Program loan — 1,749 9,103 9,369 Current portion of long-term debt (397) (6,370) Long-term Debt $ 8,706 $ 2,999 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 On December 20, 2019, the Company entered into a note purchase agreement (“NPA”) with AFC. AFC’s parent company was also a common stockholder of Former CarLotz. For each convertible note of $1,000 or portion thereof that AFC purchased, AFC received warrants (historic warrants) constituting 0.20% of Former CarLotz’ fully-diluted common stock. 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. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The following table summarizes accrued expenses as of: September 30, December 31, License and title fees $ 1,074 $ 785 Payroll and bonuses 2,264 837 Deferred rent 1,071 199 Technology 2,707 — Other 3,786 1,742 Total Accrued Expenses $ 10,902 $ 3,563 |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities The following table summarizes other liabilities as of: September 30, December 31, Other Liabilities, Current Unearned insurance premiums $ 638 $ 256 Other Liabilities Unearned insurance premiums 942 1,680 Other long-term liabilities 119 135 Historic warrants liability — 144 Other Liabilities, Long-term $ 1,061 $ 1,959 |
Lease Commitments
Lease Commitments | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments The Company leases its operating facilities from various third parties under non-cancelable operating and capital leases. The leases require various monthly rental payments ranging from approximately $3 to $70, with various ending dates through September 2036. The leases are triple net, whereby the Company is liable for taxes, insurance and repairs. Rent expense for all operating facility leases was approximately $3,068 and $1,414 for the nine months ended September 30, 2021 and 2020, respectively. Most of these leases have escalating rent payments, which are being expensed on a straight-line basis and are included in deferred rent, within Accrued expenses. The following is a table of facility lease commitments due for the next five years, and thereafter, as of September 30, 2021: Total Per Year Total Capital Leases 2021 (remaining) $ 1,344 $ 200 2022 6,707 1,221 2023 6,830 1,237 2024 5,895 1,252 2025 5,791 1,268 Thereafter 23,131 13,238 Total $ 49,698 $ 18,416 Less: amount representing interest (9,313) Present value of minimum lease payments 9,103 Less: current obligation (397) Long-term obligations under capital lease $ 8,706 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 $291 to $1,770 (actual) with various ending dates through June 2025. 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 September 30, 2021: Payments Due to Third-Parties Future Receipts 2021 (remaining) $ 475 $ 572 2022 1,742 2,083 2023 1,129 1,334 2024 703 825 2025 340 396 Total 4,389 5,210 |
Lease Commitments | Lease Commitments The Company leases its operating facilities from various third parties under non-cancelable operating and capital leases. The leases require various monthly rental payments ranging from approximately $3 to $70, with various ending dates through September 2036. The leases are triple net, whereby the Company is liable for taxes, insurance and repairs. Rent expense for all operating facility leases was approximately $3,068 and $1,414 for the nine months ended September 30, 2021 and 2020, respectively. Most of these leases have escalating rent payments, which are being expensed on a straight-line basis and are included in deferred rent, within Accrued expenses. The following is a table of facility lease commitments due for the next five years, and thereafter, as of September 30, 2021: Total Per Year Total Capital Leases 2021 (remaining) $ 1,344 $ 200 2022 6,707 1,221 2023 6,830 1,237 2024 5,895 1,252 2025 5,791 1,268 Thereafter 23,131 13,238 Total $ 49,698 $ 18,416 Less: amount representing interest (9,313) Present value of minimum lease payments 9,103 Less: current obligation (397) Long-term obligations under capital lease $ 8,706 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 $291 to $1,770 (actual) with various ending dates through June 2025. 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 September 30, 2021: Payments Due to Third-Parties Future Receipts 2021 (remaining) $ 475 $ 572 2022 1,742 2,083 2023 1,129 1,334 2024 703 825 2025 340 396 Total 4,389 5,210 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company sells retail installment contracts to financial institutions without recourse. Some buyers of the contracts retain portions of the finance commissions as reserves against early payoffs. The Company is subject to chargebacks against such income in the event of a cancellation or early payoff. The Company’s facilities are subject to federal, state and local provisions regulating the discharge of materials into the environment. Compliance with these provisions has not had, nor does the Company expect such compliance to have, any material effect upon the capital expenditures, net income, financial condition or competitive position of the Company. Management believes that its current practices and procedures for the control and disposition of such materials comply with the applicable federal and state requirements. Legal Matters On July 8, 2021, purported CarLotz stockholder Daniel Erdman, individually and on behalf of others similarly situated, filed a putative class action complaint in the United States District Court for the Southern District of New York, alleging that CarLotz and certain of its executive officers made various false and misleading statements or omissions about the Company’s business, operations, financial performance and prospects in violation of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, promulgated thereunder. See Daniel Erdman v. CarLotz, Inc., et al., Case No. 1:21-cv-05906-RA . The action is stated to be brought on behalf of purchasers of the stock of Acamar Partners Acquisition Corp. and CarLotz during the period from December 30, 2020 to May 25, 2021. The action seeks to recover unspecified compensatory damages allegedly caused by the defendants’ purported violations of the federal securities laws, plus interest and costs and expenses. On July 20, 2021, purported CarLotz stockholder Michael Widuck, individually and on behalf of others similarly situated, filed a putative class action complaint in the United States District Court for the Southern District of New York, alleging that CarLotz and certain of its executive officers made various false and misleading statements or omissions about the Company’s business, operations, financial performance and prospects in violation of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, promulgated thereunder. See Michael Widuck v. CarLotz, Inc., et al., Case No. 1:21-cv-06191-RA . The action is stated to be brought on behalf of purchasers of the stock of Acamar Partners Acquisition Corp. and CarLotz during the period from December 30, 2020 to May 25, 2021. The action seeks to recover unspecified compensatory damages allegedly caused by the defendants’ purported violations of the federal securities laws, plus interest and costs and expenses. On August 5, 2021, purported CarLotz stockholder Michael Turk, individually and on behalf of others similarly situated, filed a putative class action complaint in the United States District Court for the Southern District of New York, alleging that CarLotz and certain of its executive officers made various false and misleading statements or omissions about the Company’s business, operations, financial performance and prospects in violation of Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5, promulgated thereunder. See Michael Turk v. CarLotz, Inc., et al., Case No. 1:21-cv-06627-RA . The action is stated to be brought on behalf of purchasers of the stock of Acamar Partners Acquisition Corp. and CarLotz during the period from December 30, 2020 to May 25, 2021. The action seeks to recover unspecified compensatory damages allegedly caused by the defendants’ purported violations of the federal securities laws, plus interest and costs and expenses. The above three cases were consolidated by the Court on August 31, 2021 under In re CarLotz, Inc. Securities Litigation, Case No. 1:21-cv-05906-RA . On October 15, 2021, the Court appointed a lead plaintiff and lead counsel for the putative class. On October 26, 2021, the Court entered an order requiring the lead plaintiff to file a consolidated amended complaint on or before December 14, 2021 and requiring that briefing on any motion to dismiss the consolidated amended complaint be completed on or before June 10, 2022. On September 21, 2021, purported CarLotz stockholder W. Kenmore Cardoza, trustee of the W. Kenmore & Joyce M. Cardoza Revocable Trust, filed a derivative suit purportedly on behalf of CarLotz in the United States District Court for the District of Delaware against certain officers and directors of CarLotz. See Cardoza v. Mitchell, et al., Case No. 1:21-cv-01332-CFC . The complaint, which principally concerns the same alleged misstatements or omissions at issue in In re CarLotz, Inc. Securities Litigation, asserts derivative claims for alleged violations of Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty and waste. The action seeks to recover unspecified compensatory damages on behalf of the Company, an award of costs and expenses and other relief. On October 20, 2021, purported CarLotz stockholder Julian Cha filed a derivative suit purportedly on behalf of CarLotz in the United States District Court for the Southern District of New York against certain officers and directors of CarLotz. See Julian Cha v. David R. Mitchell, et al., Case No. 1:21-cv-08623-UA . The complaint, which principally concerns the same alleged misstatements or omissions at issue in In re CarLotz, Inc. Securities Litigation , asserts derivative claims for alleged violations of Sections 10(b), 14(a), and 21D of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste. The action seeks to recover unspecified compensatory damages on behalf of the Company, an award of costs and expenses and other relief. On October 27, 2021, purported CarLotz stockholder Mark Habib filed a derivative suit purportedly on behalf of CarLotz in the United States District Court for the Southern District of New York against certain officers and directors of CarLotz. See Mark Habib v. David R. Mitchell, et al., Case No. 1:21-cv-08786-UA . The complaint, which principally concerns the same alleged misstatements or omissions at issue in In re CarLotz, Inc. Securities Litigation , asserts derivative claims for alleged violations of Sections 10(b), 14(a), and 21D of the Exchange Act and breach of fiduciary duty. The action seeks to recover unspecified compensatory damages on behalf of the Company, an award of costs and expenses and other relief. In addition to the matters above, the Company is involved in certain legal matters that it considers incidental to its business. In management’s opinion, none of these legal matters will have a material effect on the Company’s financial position or results of operations. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockAs of December 31, 2020, the Amended and Restated Certificate of Incorporation of Former CarLotz provided for two classes of ownership: common stock and Series A Preferred Stock. The holder of the Series A Preferred Stock received distribution priority in order of 1.5 times the sum of any unpaid returns and unreturned capital contributions. Preferred returns were calculated at an 8.00% annual rate. Unpaid cumulative distributions were approximately $4,800 as of December 31, 2020, and the Series A Preferred Stock had a liquidation preference of $37,114 as of December 31, 2020. Upon liquidation of Former CarLotz, proceeds in excess of the Series A Preferred Stock would have been shared pro rata among all stockholders based on the number of shares. The unpaid cumulative distributions are included as Accrued expenses — related party on the accompanying condensed consolidated balance sheets. As a result of the Merger, the Company settled Former CarLotz’ redeemable convertible preferred stock and redeemable convertible preferred stock tranche obligation with carrying values of $17,560 and $2,832, respectively, as of December 31, 2020. |
Stock-Based Compensation Plan
Stock-Based Compensation Plan | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Plan | Stock-Based Compensation Plan Stock Option Plans The Company has three stock incentive plans, the “2011 Stock Option Plan,” the “2017 Stock Option Plan” and the “2020 Incentive Award Plan,” to promote the long-term growth and profitability of the Company. The plans do this by providing senior management and other employees with incentive to improve shareholder value and contribute to the growth and financial success of the Company by granting equity instruments to these stakeholders. Share-based compensation expense was recorded for the nine months ended September 30, 2021 and 2020 of approximately $49,114 and $37, respectively. The Company estimates the fair value of stock options using the Black-Scholes pricing model. The Black-Scholes pricing model requires the use of subjective inputs such as stock price volatility. Changes in the inputs can materially affect the fair value estimates and ultimately the amount of stock-based compensation expense that is recognized. During the nine months ended September 30, 2021 and 2020, there were no grants related to the 2011 Stock Option Plan. A summary of activity for the nine months ended September 30, 2021 and 2020 for the 2011 Stock Option Plan is as follows: Number of Weighted Average Exercise Price Balance (December 31, 2020) 1,571,205 $0.59 Granted — — Exercised (56,059) 0.24 Forfeited — — Balance (September 30, 2021) 1,515,146 0.58 Vested (as of September 30, 2021) 1,515,146 $0.58 Number of Weighted Average Exercise Price Balance (December 31, 2019) 1,571,205 $0.59 Granted — — Forfeited — — Balance (September 30, 2020) 1,571,205 0.59 Vested (as of September 30, 2020) 1,482,528 $0.59 The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2011 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 1,515,146 0.92 years $0.58 Exercisable 1,515,146 0.92 years $0.58 Aggregate intrinsic value represents the total pre-tax intrinsic value, which is computed based on the difference between the option exercise price and the estimated fair value of the Company’s common stock at the time such option exercises. This intrinsic value changes based on changes in the fair value of the Company’s underlying common stock. The aggregate intrinsic value for options outstanding and options exercisable as of September 30, 2021 was $3.23. The terms of the 2017 Stock Option Plan provide for vesting upon certain market and performance conditions, including achieving certain triggering events, including specified levels of return on investment upon a sale of the Company. Because the 2017 Stock Option Plan has a market-based vesting condition, an open-form valuation model was used to value the options. All stock options related to the 2017 Stock Option Plan have an exercise price of $0.92 per share. All stock options related to the 2017 Stock Option Plan expire 10 years after the grant date, which ranges from March 2028 to October 2029. A summary of activity for the nine months ended September 30, 2021 and 2020 for the 2017 Stock Option Plan is as follows: Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) 3,961,658 $ 0.92 Granted — — Forfeited — — Balance (September 30, 2021) 3,961,658 $ 0.92 Vested (as of September 30, 2021) 3,538,672 $ 0.92 Number of Units Weighted Averaged Exercise Price Balance (December 31, 2019) 2,845,557 $ 0.92 Granted 1,116,106 0.92 Forfeited — — Balance (September 30, 2020) 3,961,663 $ 0.92 The 2017 options vest upon a change of control. Although the Merger did not meet the definition of a change of control, the Company modified the awards in connection with the Merger such that all vesting conditions were waived for 3,538,672 of the options. This modification impacted 8 employees and resulted in $38,800 of share-based compensation on the modification date. The remaining options were also modified but will vest over a service period of four years and impacted 16 employees. These options resulted in $186 of cash consideration and $4,462 of share based compensation that will be recognized over the service period of four years. For the nine months ended September 30, 2021, $772 of share-based compensation was recognized. The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2017 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 3,961,658 7.81 years $0.92 Exercisable 3,538,672 7.68 years $0.92 The aggregate intrinsic value for options outstanding and options exercisable as of September 30, 2021 was $2.89. The inputs used for the 2017 Stock Option Plan were as follows: Balance (Expected volatility) 80.00 % Expected dividend yield — % Expected term (in years) 3.6 - 4.8 years Risk-free interest rate 0.32% - 0.45% The options associated with the 2020 Incentive Award Plan vest over a service period of four years. A summary of activity for the nine months ended September 30, 2021 for the options associated with the 2020 Incentive Award Plan is as follows: Balance (Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) — $ — Granted 1,463,242 11.16 Forfeited (1,723) 10.14 Balance (September 30, 2021) 1,461,519 $ 11.16 Exercisable — $ — The grant date fair value of the options was between $3.00 to $7.77. For the nine months ended September 30, 2021, $1,914 of share based compensation was recognized. As of September 30, 2021, there was approximately $9,236 of total unrecognized compensation cost related to unvested options related to the 2020 Stock Incentive Award Plan. The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2020 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 1,461,519 9.33 years $11.16 Exercisable — — $— The inputs used for the 2020 Incentive Award Plan options were as follows for the nine months ended September 30, 2021: Balance (Expected volatility) 80% - 85% Expected dividend yield — % Expected term (in years) 6.25 years Risk-free interest rate 0.62% - 0.96% The restricted shares associated with the 2020 Incentive Award Plan vest over a service period. A summary of activity for the nine months ended September 30, 2021 for the restricted shares associated with the 2020 Incentive Award Plan is as follows: Balance (Number of Units Weighted Average Grant Date Fair Value Balance (December 31, 2020) — $ — Granted 679,412 5.67 Forfeited (3,135) 5.69 Balance (September 30, 2021) 676,277 $ 5.67 Vested (as of September 30, 2021) 36,953 $ 6.15 The grant date fair value of the restricted shares was between $4.16 and $6.15. For the nine months ended September 30, 2021, $1,028 of share based compensation cost was recognized. As of September 30, 2021, there was approximately $2,146 of unrecognized compensation cost that vests over a service period of four years and $658 of unrecognized compensation cost that vests over a service period of one Earnout Restricted Stock Units Former CarLotz option holders as of the effective time of the Merger received 640,421 earnout restricted stock units (Earnout RSUs). The Earnout RSUs vest if certain targets are met in the post-Merger period. The earnouts for the Earnout RSUs 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. Earnout RSUs will vest 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”), 50% of the Earnout RSUs will vest. 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”), 50% of the Earnout RSUs will vest. iii. If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, any unvested Earnout RSUs are forfeited. All unvested Earnout RSUs will vest 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. The estimated fair value of the liability is determined by using a Monte-Carlo simulation model, which incorporates various assumptions, including expected stock price volatility, contractual term, dividend yield and stock price at grant date. The Company estimates the volatility of common stock on the date of grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies. A summary of activity for the nine months ended September 30, 2021 for the RSUs is as follows: Number of Units Weighted Average grant date fair value Balance (December 31, 2020) — $ — Granted 640,421 10.70 Forfeited — — Balance (September 30, 2021) 640,421 $ 10.70 During the nine months ended September 30, 2021, the Company recognized $6,007 of stock-based compensation cost. As of September 30, 2021, there was approximately $842 of total unrecognized compensation cost related to the RSUs that will be recognized during 2021. The inputs used to value the Earnout RSUs were as follows at January 21, 2021: Expected volatility 80.00 % Starting stock price $ 11.31 Expected term (in years) 5 years Risk-free interest rate 0.45 % Earnout hurdle $12.50-$15.00 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the nine months ended September 30, 2021, the Company recorded no income tax benefits for the net operating losses incurred in the period due to its uncertainty of realizing a benefit from those items. All of the Company’s operating losses since inception have been generated in the United States. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception through September 30, 2021 and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Management reevaluates the positive and negative evidence at each reporting period. As of September 30, 2021 and December 31, 2020, no facts or circumstances arose that affected the Company’s determination as to the full valuation allowance established against the net deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of September 30, 2021 and December 31, 2020. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net Loss $ (3,476) $ (492) $ (25,703) $ (2,212) Denominator: Weighted average common shares outstanding, basic and diluted 113,707,013 58,621,041 109,447,939 58,621,041 Net Loss per Share Attributable to Common Stockholders, basic and diluted $ (0.03) $ (0.01) $ (0.23) $ (0.04) The following table summarizes the outstanding potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders because the impact of including them would have been antidilutive for the three and nine months ended September 30, 2021 and 2020: 2021 2020 Public warrants 10,185,774 — Private warrants 6,074,310 — Earnout RSUs 640,421 — Earnout shares 6,945,732 — Convertible notes payable — 3,503,781 Historic warrants — 776,684 Stock options outstanding to purchase shares of common stock 6,903,318 5,532,863 Unvested RSUs 639,324 — Total 31,388,879 9,813,328 |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations The suppliers that accounted for 10% or more of the Company’s vehicle purchases are presented as follows: Total vehicle purchases from vendor to total vehicle purchases for the nine months period ended September 30, Vendor 2021 2020 Vendor A 27% 23% Vendor B 13% —% Vendor A is a corporate vehicle sourcing partner. Typically, we purchase the vehicles from our corporate vehicle sourcing partners at the time of sale to a retail customer. For the periods ended September 30, 2021 and 2020, no retail or wholesale customers accounted for more than 10% of the Company’s revenue. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through November 8, 2021, the date the financial statements were available to be issued. Additional Hub Locations Subsequent to the quarter ended September 30, 2021, CarLotz expanded into two new locations with hub openings in Plano, Texas and Pomona, California. The Plano and Pomona hubs are CarLotz’ second locations in the states of Texas and California, respectively. The two new locations bring total hubs to twenty locations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 September 30, 2021 and its results of operations for the three and nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. |
Use of Estimates | 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. |
Restricted Cash | Restricted Cash As of September 30, 2021 and December 31, 2020, restricted cash included approximately $214 and $605, respectively. The restricted cash is legally and contractually restricted as collateral for a letter of credit issued on behalf of CarLotz Group, Inc. and for the payment of claims on the reinsurance companies. |
Marketable Securities | Marketable Securities The Company and its reinsurance subsidiaries invest excess cash in marketable securities in the ordinary course of conducting their operations and maintain a portfolio of marketable securities primarily comprised of fixed income debt securities. The Company has investments in marketable securities that are classified as available-for-sale securities and are reported at fair value. Unrealized gains and losses related to changes in the fair value of equity securities are recognized in other income (expense) in the Company’s condensed consolidated statements of operations. Unrealized gains and losses related to changes in the fair value of debt securities are recognized in Accumulated Other Comprehensive Income in the Company’s condensed consolidated balance sheets. Changes in the fair value of available-for-sale debt securities impact the Company’s net income only when such securities are sold or when other-than-temporary impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis and are recognized on the trade date. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates the designations at each balance sheet date. The Company may sell certain of the Company’s marketable securities prior to their stated maturities for strategic reasons, including, but not limited to, anticipation of credit deterioration and duration management. The Company reviews its debt securities on a regular basis to evaluate whether or not any security has experienced an other-than-temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and the Company’s intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. If the Company believes that an other-than-temporary decline exists in one of these securities, the Company will write down these investments to fair value through earnings. |
Capitalized Website and Internal Use Software Cost | Capitalized website and internal-use software costs The Company capitalizes costs associated with customized internal-use software systems that have reached the application development stage. Such capitalized costs include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the applications. Capitalization of such costs begins when the preliminary project stage is complete and ceases at the point in which the project is substantially complete and ready for its intended purpose. Amortization is computed using the straight-line method over 3 years. |
Advertising Cost | Advertising CostsThe 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. |
Concentration of Credit Risk | 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 | Recently Issued Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities . Subsequently, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall. ASU 2016-01 requires equity investments except those under the equity method of accounting to be measured at fair value with the changes in fair value recognized in net income. ASU 2016-01 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company adopted ASU 2016-01 on January 1, 2019 for annual periods and on January 1, 2020 for interim periods within annual periods. The adoption of ASU 2016-01 did not have a material impact on the Company’s condensed consolidated financial statements. 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. For leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, lessees and lessors must apply a modified retrospective transition approach. While the Company expects the adoption of this standard to result in an increase to the reported assets and liabilities, it has not yet determined the full impact the adoption of this standard will have on its financial statements and related disclosures. 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 August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, and early adoption is permitted. An entity is permitted to early adopt either the entire standard or only the provisions that eliminate or modify requirements. The Company adopted ASU 2018-13 on January 1, 2020, and the adoption of this standard did not have a material impact on the condensed consolidated financial statements or related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on January 1, 2020 for annual periods, and the adoption of this standard did not have a material impact on the condensed consolidated financial statements or related disclosures. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), Targeted Improvements to Related Party Guidance for Variable Interest Entities , which addresses the cost and complexity of financial reporting associated with consolidation of variable interest entities (“VIE”). The new guidance must be applied on a retrospective basis as a cumulative-effect adjustment as of the date of adoption. The Company adopted ASU 2018-17 on January 1, 2020, and the adoption of this standard did not have a material impact on the consolidated financial statements or related disclosures because the Company does not currently have any indirect interests through related parties under common control for which it receives decision making fees. In December 2020, 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. |
Revenue | Retail Vehicle Sales The Company sells used vehicles to retail customers through its 18 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. |
Merger (Tables)
Merger (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of Reverse Recapitalization | 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) |
Analysis of the Merger Warrants to Purchase Shares of the Company's Stock Acquired as Part of the Merger | 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 nine months ended September 30, 2021: September 30, 2021 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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The tables below include disaggregated revenue under ASC 606 ( Revenue from Contracts with Customers ): Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Vehicle Sales Fleet Management Total Vehicle Sales Fleet Management Total Retail vehicle sales $ 56,284 $ — $ 56,284 $ 150,897 $ — $ 150,897 Wholesale vehicle sales 8,989 — 8,989 18,217 — 18,217 Finance and insurance, net $ 2,639 $ — $ 2,639 5,973 — 5,973 Lease income, net — 129 129 — 334 334 Total Revenues $ 67,912 $ 129 $ 68,041 $ 175,087 $ 334 $ 175,421 Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Vehicle Sales Fleet Management Total Vehicle Sales Fleet Management Total Retail vehicle sales $ 26,694 $ — $ 26,694 $ 71,388 $ — $ 71,388 Wholesale vehicle sales 2,088 — 2,088 7,124 — 7,124 Finance and insurance, net $ 910 $ — $ 910 2,697 — 2,697 Lease income, net — 101 101 — 373 373 Total Revenues $ 29,692 $ 101 $ 29,793 $ 81,209 $ 373 $ 81,582 |
Revenue from External Customers by Products and Services | The following table summarizes revenues and cost of sales for retail and wholesale vehicle sales for the periods ended: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Retail vehicles: Retail vehicle sales $ 56,284 $ 26,694 $ 150,897 $ 71,388 Retail vehicle cost of sales 56,584 24,177 147,142 65,723 Gross Profit – Retail Vehicles $ (300) $ 2,517 $ 3,755 $ 5,665 Wholesale vehicles: Wholesale vehicle sales $ 8,989 $ 2,088 $ 18,217 $ 7,124 Wholesale vehicle cost of sales 9,433 2,040 20,065 7,082 Gross Profit – Wholesale Vehicles $ (444) $ 48 $ (1,848) $ 42 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-sale | 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 September 30, 2021 and December 31, 2020: September 30, 2021 Amortized Cost/ Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasuries $ 120 $ — $ — $ 120 Corporate bonds 67,599 17 (92) 67,524 Municipal bonds 44,371 5 (17) 44,359 Commercial paper 19,982 — — 19,982 Foreign governments 13,404 2 (15) 13,391 Total Fixed Maturity Debt Securities $ 145,476 $ 24 $ (124) $ 145,376 December 31, 2020 Amortized Cost/ Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasuries $ 240 $ 6 $ — $ 246 Corporate bonds 261 5 (1) 265 U.S. states, territories and political subdivisions 141 5 — 146 Total Fixed Maturity Debt Securities $ 642 $ 16 $ (1) $ 657 |
Investments Classified by Contractual Maturity Date | The amortized cost and fair value of the Company’s fixed maturity debt securities as of September 30, 2021 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 $ 143,033 $ 142,944 Due after one year through five years 2,195 2,184 Due after five years through ten years 248 248 Total $ 145,476 $ 145,376 |
Debt Securities, Available-for-sale, Unrealized Loss Position, Fair Value | The following tables summarize the Company’s gross unrealized losses in fixed maturity securities as of September 30, 2021 and December 31, 2020: September 30, 2021 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate bonds $ 59,997 $ (89) $ 448 $ (3) $ 60,445 $ (92) Municipal bonds 37,271 (15) 315 (2) 37,586 (17) Foreign governments 13,389 (15) — — 13,389 (15) Total Fixed Maturity Debt Securities $ 110,657 $ (119) $ 763 $ (5) $ 111,420 $ (124) December 31, 2020 Less Than 12 Months 12 Months or More Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate bonds $ 39 $ (1) $ — $ — $ 39 $ (1) Total Fixed Maturity Debt Securities $ 39 $ (1) $ — $ — $ 39 $ (1) |
Summary of Cost and Estimated Fair Values of Equity Securities | The following tables summarize cost and fair values of the Company’s investments in equity securities as of September 30, 2021 and December 31, 2020: September 30, 2021 Cost Fair Value Equity securities $ 432 $ 516 December 31, 2020 Cost Fair Value Equity securities $ 335 $ 375 |
Gain (Loss) on Securities | 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 nine months ended September 30, 2021 and 2020 consisted of the following: September 30, 2021 Proceeds Gross Realized Gains Gross Realized Losses Net Realized Gain Fixed maturity debt securities $ 212,822 $ 7 $ (2) $ 5 Equity securities 1 — — — Total Marketable Securities $ 212,823 $ 7 $ (2) $ 5 September 30, 2020 Proceeds Gross Realized Gains Gross Realized Losses Net Realized Gain Fixed maturity debt securities $ 18 $ — $ — $ — Equity securities 35 — (2) (2) Total Marketable Securities $ 53 $ — $ (2) $ (2) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables are summaries of fair value measurements and hierarchy level as of: September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ — $ — $ — $ — Equity securities 516 — — 516 Fixed maturity debt securities, including cash equivalents — 155,407 — 155,407 Total Assets $ 516 $ 155,407 $ — $ 155,923 Liabilities: Merger warrants liability 8,915 5,316 — 14,231 Earnout shares — — 17,663 17,663 Total Liabilities $ 8,915 $ 5,316 $ 17,663 $ 31,894 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 405 $ — $ — $ 405 Equity securities 375 — — 375 Fixed maturity debt securities 246 411 — 657 Total Assets $ 1,026 $ 411 $ — $ 1,437 Liabilities: Redeemable convertible preferred stock tranche obligation $ — $ — $ 2,832 $ 2,832 Historic warrants liability — — 144 144 Total Liabilities $ — $ — $ 2,976 $ 2,976 |
Schedule of Reconciliation of the Redeemable Convertible Preferred Stock and Warrant Liability | 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 nine months ended September 30, 2021 and 2020: January 1, Issuances Settlements Change in fair value September 30, Redeemable convertible preferred stock tranche obligation $ 2,832 $ — $ (2,832) $ — $ — Historic warrants liability 144 — (144) — — Earnout shares — 74,284 — (56,621) 17,663 Total $ 2,976 $ 74,284 $ (2,976) $ (56,621) $ 17,663 January 1, Issuances Settlements Change in fair value September 30, Redeemable convertible preferred stock tranche obligation $ 3,755 $ — $ — $ (962) $ 2,793 Historic warrants liability 115 15 — (30) 100 Total $ 3,870 $ 15 $ — $ (992) $ 2,893 |
Schedule of Significant Inputs Used | The table below summarizes the significant observable inputs used when valuing the earnout shares as of: September 30, 2021 January 21, 2021 Expected volatility 80.00 % 80.00 % Starting stock price $3.81 $11.31 Expected term (in years) 4.3 years 5 years Risk-free interest rate 0.79 % 0.45 % Earnout hurdle $12.50-$15.00 $12.50-$15.00 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Credit Loss [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table summarizes accounts receivable as of: September 30, December 31, Contracts in transit $ 8,275 $ 3,321 Trade 376 240 Finance commission 334 132 Other — 506 Total 8,985 4,199 Allowance for doubtful accounts (152) (67) Total Accounts Receivable, net $ 8,833 $ 4,132 |
Inventory and Floor Plan Note_2
Inventory and Floor Plan Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table summarizes inventory as of: September 30, December 31, Used vehicles $ 58,109 $ 11,202 Parts 33 — Total $ 58,142 $ 11,202 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table summarizes property and equipment as of: September 30, December 31, Capital lease assets $ 8,956 $ 1,305 Leasehold improvements 2,344 702 Furniture, fixtures and equipment 5,861 760 Corporate vehicles 158 143 Total property and equipment 17,319 2,910 Less: accumulated depreciation (1,803) (1,042) Property and Equipment, net $ 15,516 $ 1,868 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | The following table summarizes other assets as of: September 30, December 31, Other Current Assets: Lease receivable, net $ 26 $ 36 Deferred acquisition costs 40 72 Prepaid expenses 8,065 679 Interest receivable 1,070 — Deferred transaction costs — 5,892 Total Other Current Assets $ 9,201 $ 6,679 Other Assets: Lease receivable, net $ 16 $ 16 Deferred acquisition costs 54 48 Security deposits 4,496 235 Total Other Assets $ 4,566 $ 299 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes long-term debt as of: September 30, December 31, Capital lease obligation $ 9,103 $ 1,305 Promissory note — 2,990 Convertible notes payable, net — 3,325 Paycheck Protection Program loan — 1,749 9,103 9,369 Current portion of long-term debt (397) (6,370) Long-term Debt $ 8,706 $ 2,999 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table summarizes accrued expenses as of: September 30, December 31, License and title fees $ 1,074 $ 785 Payroll and bonuses 2,264 837 Deferred rent 1,071 199 Technology 2,707 — Other 3,786 1,742 Total Accrued Expenses $ 10,902 $ 3,563 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | The following table summarizes other liabilities as of: September 30, December 31, Other Liabilities, Current Unearned insurance premiums $ 638 $ 256 Other Liabilities Unearned insurance premiums 942 1,680 Other long-term liabilities 119 135 Historic warrants liability — 144 Other Liabilities, Long-term $ 1,061 $ 1,959 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a table of facility lease commitments due for the next five years, and thereafter, as of September 30, 2021: Total Per Year Total Capital Leases 2021 (remaining) $ 1,344 $ 200 2022 6,707 1,221 2023 6,830 1,237 2024 5,895 1,252 2025 5,791 1,268 Thereafter 23,131 13,238 Total $ 49,698 $ 18,416 Less: amount representing interest (9,313) Present value of minimum lease payments 9,103 Less: current obligation (397) Long-term obligations under capital lease $ 8,706 |
Schedule of Future Minimum Rental Payments for Operating Leases | 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 September 30, 2021: Payments Due to Third-Parties Future Receipts 2021 (remaining) $ 475 $ 572 2022 1,742 2,083 2023 1,129 1,334 2024 703 825 2025 340 396 Total 4,389 5,210 |
Stock-Based Compensation Plan (
Stock-Based Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Plan Activity | A summary of activity for the nine months ended September 30, 2021 and 2020 for the 2011 Stock Option Plan is as follows: Number of Weighted Average Exercise Price Balance (December 31, 2020) 1,571,205 $0.59 Granted — — Exercised (56,059) 0.24 Forfeited — — Balance (September 30, 2021) 1,515,146 0.58 Vested (as of September 30, 2021) 1,515,146 $0.58 Number of Weighted Average Exercise Price Balance (December 31, 2019) 1,571,205 $0.59 Granted — — Forfeited — — Balance (September 30, 2020) 1,571,205 0.59 Vested (as of September 30, 2020) 1,482,528 $0.59 The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2011 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 1,515,146 0.92 years $0.58 Exercisable 1,515,146 0.92 years $0.58 A summary of activity for the nine months ended September 30, 2021 and 2020 for the 2017 Stock Option Plan is as follows: Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) 3,961,658 $ 0.92 Granted — — Forfeited — — Balance (September 30, 2021) 3,961,658 $ 0.92 Vested (as of September 30, 2021) 3,538,672 $ 0.92 Number of Units Weighted Averaged Exercise Price Balance (December 31, 2019) 2,845,557 $ 0.92 Granted 1,116,106 0.92 Forfeited — — Balance (September 30, 2020) 3,961,663 $ 0.92 Balance (Number of Units Weighted Averaged Exercise Price Balance (December 31, 2020) — $ — Granted 1,463,242 11.16 Forfeited (1,723) 10.14 Balance (September 30, 2021) 1,461,519 $ 11.16 Exercisable — $ — |
Summary of Options Vested and Expected to Vest | The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2017 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 3,961,658 7.81 years $0.92 Exercisable 3,538,672 7.68 years $0.92 The following summarizes certain information about stock options vested and expected to vest as of September 30, 2021 related to the 2020 Stock Option Plan: Number of Stock Options Weighted Average Remaining Contractual Life Weighted Average Exercise Price Outstanding 1,461,519 9.33 years $11.16 Exercisable — — $— |
Schedule of Inputs Used | The inputs used for the 2017 Stock Option Plan were as follows: Balance (Expected volatility) 80.00 % Expected dividend yield — % Expected term (in years) 3.6 - 4.8 years Risk-free interest rate 0.32% - 0.45% The inputs used for the 2020 Incentive Award Plan options were as follows for the nine months ended September 30, 2021: Balance (Expected volatility) 80% - 85% Expected dividend yield — % Expected term (in years) 6.25 years Risk-free interest rate 0.62% - 0.96% The inputs used to value the Earnout RSUs were as follows at January 21, 2021: Expected volatility 80.00 % Starting stock price $ 11.31 Expected term (in years) 5 years Risk-free interest rate 0.45 % Earnout hurdle $12.50-$15.00 |
Summary of Restricted Stock Unit Activity | A summary of activity for the nine months ended September 30, 2021 for the restricted shares associated with the 2020 Incentive Award Plan is as follows: Balance (Number of Units Weighted Average Grant Date Fair Value Balance (December 31, 2020) — $ — Granted 679,412 5.67 Forfeited (3,135) 5.69 Balance (September 30, 2021) 676,277 $ 5.67 Vested (as of September 30, 2021) 36,953 $ 6.15 A summary of activity for the nine months ended September 30, 2021 for the RSUs is as follows: Number of Units Weighted Average grant date fair value Balance (December 31, 2020) — $ — Granted 640,421 10.70 Forfeited — — Balance (September 30, 2021) 640,421 $ 10.70 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net Loss $ (3,476) $ (492) $ (25,703) $ (2,212) Denominator: Weighted average common shares outstanding, basic and diluted 113,707,013 58,621,041 109,447,939 58,621,041 Net Loss per Share Attributable to Common Stockholders, basic and diluted $ (0.03) $ (0.01) $ (0.23) $ (0.04) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table summarizes the outstanding potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders because the impact of including them would have been antidilutive for the three and nine months ended September 30, 2021 and 2020: 2021 2020 Public warrants 10,185,774 — Private warrants 6,074,310 — Earnout RSUs 640,421 — Earnout shares 6,945,732 — Convertible notes payable — 3,503,781 Historic warrants — 776,684 Stock options outstanding to purchase shares of common stock 6,903,318 5,532,863 Unvested RSUs 639,324 — Total 31,388,879 9,813,328 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedules of Supplier Risk Concentration | The suppliers that accounted for 10% or more of the Company’s vehicle purchases are presented as follows: Total vehicle purchases from vendor to total vehicle purchases for the nine months period ended September 30, Vendor 2021 2020 Vendor A 27% 23% Vendor B 13% —% |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Sep. 30, 2021position$ / shares | |
Noncontrolling Interest [Line Items] | |
Number of retail hub locations | position | 18 |
Exercise price of warrants (in shares) | $ / shares | $ 11.50 |
Carlotz Group, Inc | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 100.00% |
Orange Grove Fleet Solutions, LLC | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 100.00% |
Orange Peel Reinsurance, Ltd. | Orange Peel LLC | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
Earnout shares (up to) (in shares) | 6,945,732 | |||
Restricted cash | $ 214 | $ 605 | ||
Advertising expense | $ 13,674 | $ 1,406 | ||
Computer Software, Intangible Asset | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 3 years | |||
Common Stock | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Earnout shares (up to) (in shares) | 7,500,000 |
Merger - Schedule of Reverse Re
Merger - Schedule of Reverse Recapitalization (Details) - USD ($) $ in Thousands | Jan. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Reverse Recapitalization [Abstract] | |||
Cash - Acamar Partners’ trust and cash | $ 309,999 | ||
Cash - PIPE | 125,000 | $ 125,000 | $ 0 |
Less: consideration delivered to existing shareholders of Former CarLotz | (62,693) | (62,693) | 0 |
Less: consideration to pay accrued dividends | (4,853) | ||
Less: transaction costs and advisory fees paid | (47,579) | $ (47,579) | $ 0 |
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 - Merger Warrants (Detai
Merger - Merger Warrants (Details) | Sep. 30, 2021shares |
Class of Warrant or Right [Line Items] | |
Stock warrants outstanding (in shares) | 16,260,084 |
Public Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Stock warrants outstanding (in shares) | 10,185,774 |
Private Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Stock warrants outstanding (in shares) | 6,074,310 |
Merger - Narrative (Details)
Merger - Narrative (Details) | Jan. 21, 2021tradingDay$ / sharesshares |
Reverse Recapitalization [Line Items] | |
Earnout shares (up to) (in shares) | shares | 6,945,732 |
Earnout shares, earnout period | 60 months |
Derivative Instrument, Period One | |
Reverse Recapitalization [Line Items] | |
Earnout shares, earnout period | 60 months |
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 12.50 |
Earnout shares, earnout period, threshold trading days | 20 |
Earnout shares, earnout period, threshold trading day period | 30 |
Earnout shares, earnout period, release of shares, percentage | 50.00% |
Derivative Instrument, Period Two | |
Reverse Recapitalization [Line Items] | |
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 15 |
Earnout shares, earnout period, threshold trading days | 20 |
Earnout shares, earnout period, threshold trading day period | 30 |
Earnout shares, earnout period, release of shares, percentage | 50.00% |
Derivative Instrument, Period Three | |
Reverse Recapitalization [Line Items] | |
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ / shares | $ 10 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Lease income, net | $ 129 | $ 101 | $ 334 | $ 373 |
Total Revenues | 68,041 | 29,793 | 175,421 | 81,582 |
Retail vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 56,284 | 26,694 | 150,897 | 71,388 |
Wholesale vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,989 | 2,088 | 18,217 | 7,124 |
Finance and insurance, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 2,639 | 910 | 5,973 | 2,697 |
Vehicle Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 67,912 | $ 29,692 | $ 175,087 | $ 81,209 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenues and Cost of Sale by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Gross Profit | $ 2,024 | $ 3,576 | $ 8,214 | $ 8,777 |
Retail vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 56,284 | 26,694 | 150,897 | 71,388 |
Vehicle cost of sales | 56,584 | 24,177 | 147,142 | 65,723 |
Gross Profit | (300) | 2,517 | 3,755 | 5,665 |
Wholesale vehicle sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 8,989 | 2,088 | 18,217 | 7,124 |
Vehicle cost of sales | 9,433 | 2,040 | 20,065 | 7,082 |
Gross Profit | $ (444) | $ 48 | $ (1,848) | $ 42 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) | 9 Months Ended |
Sep. 30, 2021positionmi | |
Revenue from Contract with Customer [Abstract] | |
Number of retail hub locations | position | 18 |
Customer vehicle exchange policy, after delivery, period | 3 days |
Customer vehicle exchange policy, after delivery, miles | mi | 500 |
Marketable Securities - Summary
Marketable Securities - Summary of Amortized Cost, Gross Unrealized Gains and Losses and Estimated Fair Values (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | $ 145,476 | $ 642 |
Gross Unrealized Gains | 24 | 16 |
Gross Unrealized Losses | (124) | (1) |
Fair Value | 145,376 | 657 |
U.S. Treasuries | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 120 | 240 |
Gross Unrealized Gains | 0 | 6 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 120 | 246 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 67,599 | 261 |
Gross Unrealized Gains | 17 | 5 |
Gross Unrealized Losses | (92) | (1) |
Fair Value | 67,524 | 265 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 44,371 | |
Gross Unrealized Gains | 5 | |
Gross Unrealized Losses | (17) | |
Fair Value | 44,359 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 19,982 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 19,982 | |
Foreign governments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 13,404 | |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (15) | |
Fair Value | $ 13,391 | |
U.S. states, territories and political subdivisions | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost/ Cost Basis | 141 | |
Gross Unrealized Gains | 5 | |
Gross Unrealized Losses | 0 | |
Fair Value | $ 146 |
Marketable Securities - Amortiz
Marketable Securities - Amortized Cost and Fair Value of Fixed Maturity Debt Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Amortized Cost | ||
Due in one year or less | $ 143,033 | |
Due after one year through five years | 2,195 | |
Due after five years through ten years | 248 | |
Amortized Cost/ Cost Basis | 145,476 | $ 642 |
Fair Value | ||
Due in one year or less | 142,944 | |
Due after one year through five years | 2,184 | |
Due after five years through ten years | 248 | |
Fair Value | $ 145,376 | $ 657 |
Marketable Securities - Gross U
Marketable Securities - Gross Unrealized Losses in Fixed Maturity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value | ||
Less Than 12 Months | $ 110,657 | $ 39 |
12 Months or More | 763 | 0 |
Total | 111,420 | 39 |
Unrealized Losses | ||
Less Than 12 Months | (119) | (1) |
12 Months or More | (5) | 0 |
Total | (124) | (1) |
Corporate bonds | ||
Fair Value | ||
Less Than 12 Months | 59,997 | 39 |
12 Months or More | 448 | 0 |
Total | 60,445 | 39 |
Unrealized Losses | ||
Less Than 12 Months | (89) | (1) |
12 Months or More | (3) | 0 |
Total | (92) | $ (1) |
Municipal bonds | ||
Fair Value | ||
Less Than 12 Months | 37,271 | |
12 Months or More | 315 | |
Total | 37,586 | |
Unrealized Losses | ||
Less Than 12 Months | (15) | |
12 Months or More | (2) | |
Total | (17) | |
Foreign governments | ||
Fair Value | ||
Less Than 12 Months | 13,389 | |
12 Months or More | 0 | |
Total | 13,389 | |
Unrealized Losses | ||
Less Than 12 Months | (15) | |
12 Months or More | 0 | |
Total | $ (15) |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) $ in Thousands | Sep. 30, 2021USD ($)position | Dec. 31, 2020USD ($)position |
Investments, Debt and Equity Securities [Abstract] | ||
Number of securities, unrealized losses 12 months or longer | position | 10 | 0 |
Unrealized losses , 12 months or longer | $ 5 | $ 0 |
Number of securities, unrealized losses, less than 12 months | position | 160 | 2 |
Unrealized losses less than 12 months | $ 119 | $ 1 |
Gross unrealized loss position greater than | $ 10 | $ 325 |
Amortized cost, percentage | 0.20% | 1.60% |
Marketable Securities - Equity
Marketable Securities - Equity Securities Cost (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity securities, cost | $ 432 | $ 335 |
Equity securities | $ 516 | $ 375 |
Marketable Securities - Proceed
Marketable Securities - Proceeds from Sale of Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Fixed maturity debt securities | $ 212,822 | $ 18 |
Proceeds from equity securities | 1 | 35 |
Proceeds from sales of marketable securities | 212,823 | 53 |
Fixed maturity debt securities, gross realized gains | 7 | 0 |
Equity securities, gross realized gains | 0 | 0 |
Total marketable securities, gross realized gains | 7 | 0 |
Fix maturity debt securities, gross realized losses | (2) | 0 |
Equity securities, gross realized losses | 0 | (2) |
Total marketable securities, gross realized losses | (2) | (2) |
Fixed maturity debt securities, net realized losses | 5 | 0 |
Equity securities, net realized losses | 0 | (2) |
Total marketable securities, net realized losses | $ 5 | $ (2) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Equity securities | $ 516 | $ 375 |
Fixed maturity debt securities, including cash equivalents | 145,376 | 657 |
Fair Value, Recurring | ||
Assets: | ||
Money market funds | 0 | 405 |
Equity securities | 516 | 375 |
Fixed maturity debt securities, including cash equivalents | 155,407 | 657 |
Total Assets | 155,923 | 1,437 |
Liabilities: | ||
Redeemable convertible preferred stock tranche obligation | 2,832 | |
Earnout shares | 17,663 | |
Total Liabilities | 31,894 | 2,976 |
Fair Value, Recurring | Merger warrants liability | ||
Liabilities: | ||
Warrants liability | 14,231 | |
Fair Value, Recurring | Historic warrants liability | ||
Liabilities: | ||
Warrants liability | 144 | |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Money market funds | 0 | 405 |
Equity securities | 516 | 375 |
Fixed maturity debt securities, including cash equivalents | 0 | 246 |
Total Assets | 516 | 1,026 |
Liabilities: | ||
Redeemable convertible preferred stock tranche obligation | 0 | |
Earnout shares | 0 | |
Total Liabilities | 8,915 | 0 |
Fair Value, Recurring | Level 1 | Merger warrants liability | ||
Liabilities: | ||
Warrants liability | 8,915 | |
Fair Value, Recurring | Level 1 | Historic warrants liability | ||
Liabilities: | ||
Warrants liability | 0 | |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Equity securities | 0 | 0 |
Fixed maturity debt securities, including cash equivalents | 155,407 | 411 |
Total Assets | 155,407 | 411 |
Liabilities: | ||
Redeemable convertible preferred stock tranche obligation | 0 | |
Earnout shares | 0 | |
Total Liabilities | 5,316 | 0 |
Fair Value, Recurring | Level 2 | Merger warrants liability | ||
Liabilities: | ||
Warrants liability | 5,316 | |
Fair Value, Recurring | Level 2 | Historic warrants liability | ||
Liabilities: | ||
Warrants liability | 0 | |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Equity securities | 0 | 0 |
Fixed maturity debt securities, including cash equivalents | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Redeemable convertible preferred stock tranche obligation | 2,832 | |
Earnout shares | 17,663 | |
Total Liabilities | 17,663 | 2,976 |
Fair Value, Recurring | Level 3 | Merger warrants liability | ||
Liabilities: | ||
Warrants liability | $ 0 | |
Fair Value, Recurring | Level 3 | Historic warrants liability | ||
Liabilities: | ||
Warrants liability | $ 144 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of Redeemable Convertible Preferred Stock and Warrant Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 2,976 | $ 3,870 |
Issuances | 74,284 | 15 |
Settlements | (2,976) | 0 |
Change in fair value | (56,621) | (992) |
Ending Balance | 17,663 | 2,893 |
Redeemable convertible preferred stock tranche obligation | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 2,832 | 3,755 |
Issuances | 0 | 0 |
Settlements | (2,832) | 0 |
Change in fair value | 0 | (962) |
Ending Balance | 0 | 2,793 |
Historic warrants liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 144 | 115 |
Issuances | 0 | 15 |
Settlements | (144) | 0 |
Change in fair value | 0 | (30) |
Ending Balance | 0 | $ 100 |
Earnout shares | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | 0 | |
Issuances | 74,284 | |
Settlements | 0 | |
Change in fair value | (56,621) | |
Ending Balance | $ 17,663 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Significant Inputs Used Valuing Earnout Shares (Details) | Jan. 21, 2021$ / shares | Sep. 30, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected term (in years) | 5 years | 4 years 3 months 18 days |
Risk-free interest rate | 0.45% | 0.79% |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 0.8000 | 0.8000 |
Starting stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Starting stock price (in dollars per share) | $ 11.31 | $ 3.81 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout hurdle (in dollars per share) | 12.50 | 12.50 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Earnout hurdle (in dollars per share) | $ 15 | $ 15 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Narrative (Details) - Floor Plan Credit Facility - Revolving Credit Facility - Ally Financial - Line of Credit - USD ($) $ in Thousands | 1 Months Ended | |
Jun. 30, 2021 | Mar. 10, 2021 | |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 40 | $ 30 |
Increase borrowing capacity | $ 10 |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 8,985 | $ 4,199 |
Allowance for doubtful accounts | (152) | (67) |
Total Accounts Receivable, net | 8,833 | 4,132 |
Contracts in transit | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 8,275 | 3,321 |
Trade | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 376 | 240 |
Finance commission | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | 334 | 132 |
Other | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total | $ 0 | $ 506 |
Inventory and Floor Plan_Notes
Inventory and Floor Plan Notes Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Used vehicles | $ 58,109 | $ 11,202 |
Parts | 33 | 0 |
Total | $ 58,142 | $ 11,202 |
Inventory and Floor Plan_Note_2
Inventory and Floor Plan Notes Payable - Narrative (Details) - USD ($) $ in Thousands | Mar. 10, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Prime Rate | |||
Inventory [Line Items] | |||
Interest rate | 3.25% | ||
Floor Plan Credit Facility | Revolving Credit Facility | Line of Credit | Ally Financial | |||
Inventory [Line Items] | |||
Floor plan credit facility | $ 30 | $ 40 | |
Floor Plan Credit Facility | Revolving Credit Facility | Line of Credit | Ally Financial | Prime Rate | |||
Inventory [Line Items] | |||
Basis spread on variable rate | 2.50% |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of PP&E (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,319 | $ 2,910 |
Less: accumulated depreciation | (1,803) | (1,042) |
Property and Equipment, net | 15,516 | 1,868 |
Capital lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,956 | 1,305 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,344 | 702 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,861 | 760 |
Corporate vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 158 | $ 143 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 761 | $ 148 |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Current Assets: | ||
Lease receivable, net | $ 26 | $ 36 |
Deferred acquisition costs | 40 | 72 |
Prepaid expenses | 8,065 | 679 |
Interest receivable | 1,070 | 0 |
Deferred transaction costs | 0 | 5,892 |
Total Other Current Assets | 9,201 | 6,679 |
Other Assets: | ||
Lease receivable, net | 16 | 16 |
Deferred acquisition costs | 54 | 48 |
Security deposits | 4,496 | 235 |
Total Other Assets | $ 4,566 | $ 299 |
Long-term Debt - Summary of Deb
Long-term Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 20, 2020 |
Debt Instrument [Line Items] | |||
Capital lease obligation | $ 9,103 | $ 1,305 | |
Long-term debt and lease obligation | 9,103 | 9,369 | |
Current portion of long-term debt | (397) | (6,370) | |
Long-term Debt | 8,706 | 2,999 | |
Promissory Note | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 2,990 | |
Convertible Notes Payable | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 3,325 | |
Paycheck Protection Program Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 1,749 | $ 1,749 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) $ in Thousands | Jan. 21, 2021USD ($)shares | Dec. 20, 2019 | Jun. 30, 2021 | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Apr. 20, 2020USD ($) |
Debt Instrument [Line Items] | ||||||
KAR/AFC note payable conversion (in shares) | shares | 347,992 | |||||
Warrant exercised into shares (in shares) | shares | 73,869 | |||||
Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Payment of debt | $ 3,000 | |||||
For each convertible note, warrants received, percentage of fully diluted stock | 0.0020 | |||||
Long-term debt, gross | $ 3,500 | |||||
Interest rate | 6.00% | |||||
Interest rate, basis term | 365 days | |||||
Interest payable | $ 212 | |||||
Long-term debt | $ 0 | 3,325 | ||||
Paycheck Protection Program Loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 0 | $ 1,749 | $ 1,749 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
License and title fees | $ 1,074 | $ 785 |
Payroll and bonuses | 2,264 | 837 |
Deferred rent | 1,071 | 199 |
Accrued Technology | 2,707 | 0 |
Other | 3,786 | 1,742 |
Total Accrued Expenses | $ 10,902 | $ 3,563 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities, Current | ||
Unearned insurance premiums | $ 638 | $ 256 |
Other Liabilities | ||
Unearned insurance premiums | 942 | 1,680 |
Other long-term liabilities | 119 | 135 |
Other liabilities | $ 1,061 | 1,959 |
Historic Warrant Liability | ||
Other Liabilities | ||
Historic warrants liability | $ 144 |
Lease Commitments - Narrative (
Lease Commitments - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 3,068 | $ 1,414 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Monthly rental payments | 3 | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Monthly rental payments | 70 | |
Vehicles | Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Monthly operating lease rental payments | 291 | |
Vehicles | Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Monthly operating lease rental payments | $ 1,770 |
Lease Commitments - Schedule of
Lease Commitments - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Total Per Year | |
2021 (remaining) | $ 1,344 |
2022 | 6,707 |
2023 | 6,830 |
2024 | 5,895 |
2025 | 5,791 |
Thereafter | 23,131 |
Total | 49,698 |
Total Capital Leases | |
2021 (remaining) | 200 |
2022 | 1,221 |
2023 | 1,237 |
2024 | 1,252 |
2025 | 1,268 |
Thereafter | 13,238 |
Total | 18,416 |
Less: amount representing interest | (9,313) |
Present value of minimum lease payments | 9,103 |
Less: current obligation | (397) |
Long-term obligations under capital lease | $ 8,706 |
Lease Commitments - Schedule _2
Lease Commitments - Schedule of Future Minimum Lease Payments and Receipts for Lease Vehicles (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Payments Due to Third-Parties | |
2021 (remaining) | $ 1,344 |
2022 | 6,707 |
2023 | 6,830 |
2024 | 5,895 |
2025 | 5,791 |
Total | 49,698 |
Assets Leased to Others | |
Payments Due to Third-Parties | |
2021 (remaining) | 475 |
2022 | 1,742 |
2023 | 1,129 |
2024 | 703 |
2025 | 340 |
Total | 4,389 |
Future Receipts | |
2021 (remaining) | 572 |
2022 | 2,083 |
2023 | 1,334 |
2024 | 825 |
2025 | 396 |
Total | $ 5,210 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | Aug. 31, 2021position |
In re CarLotz, Inc. Securities Litigation, Case No. 1:21-cv-05906-RA | |
Loss Contingencies [Line Items] | |
Number of cases consolidated | 3 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Details) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2020USD ($)ownershipClass | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Temporary Equity [Line Items] | ||||||||
Number of ownership classes | ownershipClass | 2 | |||||||
Unpaid cumulative distributions included in accrued expenses-related party | $ 5,082 | $ 0 | ||||||
Redeemable convertible preferred stock | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Redeemable convertible preferred stock tranche obligation | 2,832 | $ 0 | ||||||
Previously Reported | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable convertible preferred stock | $ 17,560 | $ 17,560 | ||||||
Redeemable Convertible Preferred Stock | ||||||||
Temporary Equity [Line Items] | ||||||||
Distribution priority, rate | 1.5 | |||||||
Preferred returns, annual rate | 8.00% | |||||||
Unpaid cumulative distributions included in accrued expenses-related party | $ 4,800 | |||||||
Liquidation preference | 37,114 | |||||||
Redeemable convertible preferred stock tranche obligation | 2,832 | |||||||
Redeemable Convertible Preferred Stock | Previously Reported | ||||||||
Temporary Equity [Line Items] | ||||||||
Redeemable convertible preferred stock | $ 17,560 |
Stock-Based Compensation Plan -
Stock-Based Compensation Plan - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 21, 2021USD ($)tradingDaypositionemployee$ / sharesshares | Sep. 30, 2021USD ($)stockIncentivePlan$ / shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)stockIncentivePlan$ / sharesshares | Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of stock incentive plans | stockIncentivePlan | 3 | 3 | |||||
Stock-based compensation expense | $ | $ 3,447 | $ 0 | $ 49,114 | $ 37 | |||
Options outstanding, intrinsic value (in usd per share) | $ 3.23 | $ 3.23 | $ 3.23 | ||||
Options exercisable, intrinsic value (in usd per share) | $ 3.23 | $ 3.23 | 3.23 | ||||
Earnout shares, earnout period | 60 months | ||||||
Derivative Instrument, Period One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Earnout shares, earnout period | 60 months | ||||||
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ 12.50 | ||||||
Earnout shares, earnout period, threshold trading days | tradingDay | 20 | ||||||
Earnout shares, earnout period, threshold trading day period | tradingDay | 30 | ||||||
Earnout shares, earnout period, release of shares, percentage | 50.00% | ||||||
Derivative Instrument, Period Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ 15 | ||||||
Earnout shares, earnout period, threshold trading days | tradingDay | 20 | ||||||
Earnout shares, earnout period, threshold trading day period | tradingDay | 30 | ||||||
Earnout shares, earnout period, release of shares, percentage | 50.00% | ||||||
Derivative Instrument, Period Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Earnout shares, earnout period, stock price trigger (in dollars per share) | $ 10 | ||||||
Earnout RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 6,007 | ||||||
Granted (in usd per share) | $ 10.70 | ||||||
Earnout restricted stock units received (in shares) | shares | 640,421 | 640,421 | |||||
Unrecognized compensation costs related to RSUs | $ | $ 842 | $ 842 | |||||
2011 Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 49,114 | $ 37 | |||||
Granted (in shares) | shares | 0 | 0 | |||||
Options outstanding exercise price (in usd per share) | $ 0.58 | $ 0.59 | $ 0.58 | $ 0.59 | 0.59 | $ 0.59 | |
2017 Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | shares | 0 | 1,116,106 | |||||
Options outstanding, intrinsic value (in usd per share) | 2.89 | $ 2.89 | 2.89 | ||||
Options exercisable, intrinsic value (in usd per share) | 2.89 | 2.89 | 2.89 | ||||
Options outstanding exercise price (in usd per share) | 0.92 | $ 0.92 | $ 0.92 | $ 0.92 | 0.92 | $ 0.92 | |
Stock options, expiration period | 10 years | ||||||
Award vesting conditions waived for options (in shares) | shares | 3,538,672 | ||||||
Award vesting period | 4 years | ||||||
2017 Stock Option Plan | Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Modification, number of employees impacted | employee | 8 | ||||||
Share-based compensation on modification | $ | $ 38,800 | ||||||
2017 Stock Option Plan | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 772 | ||||||
Modification, number of employees impacted | position | 16 | ||||||
Plan modification, options, cash consideration | $ | $ 186 | ||||||
Plan modification, options, compensation recognized | $ | $ 4,462 | ||||||
2020 Stock Option Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 1,914 | ||||||
Granted (in shares) | shares | 1,463,242 | ||||||
Options outstanding exercise price (in usd per share) | $ 11.16 | $ 11.16 | $ 0 | ||||
Unrecognized compensation cost related to unvested option | $ | $ 9,236 | $ 9,236 | |||||
2020 Stock Option Plan | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value (in usd per share) | $ 3 | ||||||
2020 Stock Option Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant date fair value (in usd per share) | $ 7.77 | ||||||
2020 Stock Option Plan | Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
2020 Stock Incentive Award Plan | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ | $ 1,028 | ||||||
Unrecognized compensation cost related to unvested option | $ | 2,146 | $ 2,146 | |||||
Granted (in usd per share) | $ 5.67 | ||||||
Earnout restricted stock units received (in shares) | shares | 679,412 | ||||||
2020 Stock Incentive Award Plan | Restricted Stock Units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in usd per share) | $ 4.16 | ||||||
2020 Stock Incentive Award Plan | Restricted Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in usd per share) | $ 6.15 | ||||||
2020 Stock Incentive Award Plan | Tranche Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 1 year | ||||||
2020 Stock Incentive Award Plan | Tranche Three | Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation cost related to unvested option | $ | $ 658 | $ 658 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plan - Summary of 2011, 2017 and 2020 Stock Option Plan Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Stock Options | ||
Exercised (in shares) | (56,059) | |
Weighted Average Exercise Price | ||
Exercised (in usd per share) | $ 0.24 | |
2011 Stock Option Plan | ||
Number of Stock Options | ||
Beginning Balance (in shares) | 1,571,205 | 1,571,205 |
Granted (in shares) | 0 | 0 |
Forfeited (in shares) | 0 | 0 |
Ending Balance (in shares) | 1,515,146 | 1,571,205 |
Vested (in shares) | 1,515,146 | 1,482,528 |
Exercisable (in shares) | 1,515,146 | |
Weighted Average Exercise Price | ||
Beginning Balance (in usd per share) | $ 0.59 | $ 0.59 |
Granted (in usd per share) | 0 | 0 |
Forfeited (in usd per share) | 0 | 0 |
Ending Balance (in usd per share) | 0.58 | 0.59 |
Vested (in usd per share) | 0.58 | $ 0.59 |
Exercisable (in usd per share) | $ 0.58 | |
2017 Stock Option Plan | ||
Number of Stock Options | ||
Beginning Balance (in shares) | 3,961,658 | 2,845,557 |
Granted (in shares) | 0 | 1,116,106 |
Forfeited (in shares) | 0 | 0 |
Ending Balance (in shares) | 3,961,658 | 3,961,663 |
Exercisable (in shares) | 3,538,672 | |
Weighted Average Exercise Price | ||
Beginning Balance (in usd per share) | $ 0.92 | $ 0.92 |
Granted (in usd per share) | 0 | 0.92 |
Forfeited (in usd per share) | 0 | 0 |
Ending Balance (in usd per share) | 0.92 | $ 0.92 |
Vested (in usd per share) | 0.92 | |
Exercisable (in usd per share) | $ 0.92 | |
2020 Stock Option Plan | ||
Number of Stock Options | ||
Beginning Balance (in shares) | 0 | |
Granted (in shares) | 1,463,242 | |
Forfeited (in shares) | (1,723) | |
Ending Balance (in shares) | 1,461,519 | |
Vested (in shares) | 0 | |
Exercisable (in shares) | 0 | |
Weighted Average Exercise Price | ||
Beginning Balance (in usd per share) | $ 0 | |
Granted (in usd per share) | 11.16 | |
Forfeited (in usd per share) | 10.14 | |
Ending Balance (in usd per share) | 11.16 | |
Exercisable (in usd per share) | $ 0 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plan - Summary of Stock Options Vested and Expected to Vest (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
2011 Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||
Options outstanding, number of stock options (in shares) | 1,515,146 | 1,571,205 | 1,571,205 | 1,571,205 |
Options exercisable, number of stock options (in shares) | 1,515,146 | |||
Options outstanding, weighted average remaining contractual life (in years) | 11 months 1 day | |||
Options exercisable, weighted average remaining contractual life (in years) | 11 months 1 day | |||
Options outstanding exercise price (in usd per share) | $ 0.58 | $ 0.59 | $ 0.59 | $ 0.59 |
Options exercisable, weighted average exercise price (in usd per share) | $ 0.58 | |||
2017 Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||
Options outstanding, number of stock options (in shares) | 3,961,658 | 3,961,658 | 3,961,663 | 2,845,557 |
Options exercisable, number of stock options (in shares) | 3,538,672 | |||
Options outstanding, weighted average remaining contractual life (in years) | 7 years 9 months 21 days | |||
Options exercisable, weighted average remaining contractual life (in years) | 7 years 8 months 4 days | |||
Options outstanding exercise price (in usd per share) | $ 0.92 | $ 0.92 | $ 0.92 | $ 0.92 |
Options exercisable, weighted average exercise price (in usd per share) | $ 0.92 | |||
2020 Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ||||
Options outstanding, number of stock options (in shares) | 1,461,519 | 0 | ||
Options exercisable, number of stock options (in shares) | 0 | |||
Options outstanding, weighted average remaining contractual life (in years) | 9 years 3 months 29 days | |||
Options outstanding exercise price (in usd per share) | $ 11.16 | $ 0 | ||
Options exercisable, weighted average exercise price (in usd per share) | $ 0 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plan - Inputs Used (Details) | 9 Months Ended |
Sep. 30, 2021 | |
2017 Stock Option Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 80.00% |
Expected dividend yield | 0.00% |
Risk free interest rate, minimum | 0.32% |
Risk free interest rate, maximum | 0.45% |
2017 Stock Option Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years 7 months 6 days |
2017 Stock Option Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 4 years 9 months 18 days |
2020 Stock Incentive Award Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Expected term (in years) | 6 years 3 months |
Risk free interest rate, minimum | 0.0062% |
Risk free interest rate, maximum | 0.0096% |
2020 Stock Incentive Award Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 80.00% |
2020 Stock Incentive Award Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 85.00% |
Stock-Based Compensation Plan_5
Stock-Based Compensation Plan - Restricted Stock Unit Activity (Details) - $ / shares | Jan. 21, 2021 | Sep. 30, 2021 |
Restricted Stock Units | 2020 Stock Incentive Award Plan | ||
Number of Units | ||
Beginning Balance (in shares) | 0 | |
Granted (in shares) | 679,412 | |
Forfeited (in shares) | (3,135) | |
Ending Balance (in shares) | 676,277 | |
Vested Balance (in shares) | 36,953 | |
Weighted Average grant date fair value | ||
Beginning Balance (in usd per share) | $ 0 | |
Granted (in usd per share) | 5.67 | |
Forfeited (in usd per share) | 5.69 | |
Ending Balance (in usd per share) | 5.67 | |
Vested (in usd per share) | $ 6.15 | |
Earnout RSUs | ||
Number of Units | ||
Beginning Balance (in shares) | 0 | |
Granted (in shares) | 640,421 | 640,421 |
Forfeited (in shares) | 0 | |
Ending Balance (in shares) | 640,421 | |
Weighted Average grant date fair value | ||
Beginning Balance (in usd per share) | $ 0 | |
Granted (in usd per share) | 10.70 | |
Forfeited (in usd per share) | 0 | |
Ending Balance (in usd per share) | $ 10.70 |
Stock-Based Compensation Plan_6
Stock-Based Compensation Plan - Inputs Used for Earnout RSUs (Details) | Jan. 21, 2021$ / shares | Sep. 30, 2021$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 4 years 3 months 18 days |
Risk-free interest rate | 0.45% | 0.79% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Earnout hurdle (in dollars per share) | $ 12.50 | $ 12.50 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Earnout hurdle (in dollars per share) | $ 15 | $ 15 |
Expected volatility | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 0.8000 | 0.8000 |
Starting stock price | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Starting stock price (in dollars per share) | $ 11.31 | $ 3.81 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss, basic | $ (3,476) | $ (492) | $ (25,703) | $ (2,212) |
Net loss, diluted | $ (3,476) | $ (492) | $ (25,703) | $ (2,212) |
Denominator: | ||||
Weighted average common shares outstanding, basic (in shares) | 113,707,013 | 58,621,041 | 109,447,939 | 58,621,041 |
Weighted average common shares outstanding, diluted (in shares) | 113,707,013 | 58,621,041 | 109,447,939 | 58,621,041 |
Net Loss per Share Attributable to Common Stockholders, basic (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.23) | $ (0.04) |
Net Loss per Share Attributable to Common Stockholders, diluted (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.23) | $ (0.04) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive securities excluded from Earnings per share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 31,388,879 | 9,813,328 | 31,388,879 | 9,813,328 |
Public warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,185,774 | 0 | 10,185,774 | 0 |
Private warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,074,310 | 0 | 6,074,310 | 0 |
Earnout RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 640,421 | 0 | 640,421 | 0 |
Earnout shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,945,732 | 0 | 6,945,732 | 0 |
Convertible notes payable | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 3,503,781 | 0 | 3,503,781 |
Historic warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 776,684 | 0 | 776,684 |
Stock options outstanding to purchase shares of common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,903,318 | 5,532,863 | 6,903,318 | 5,532,863 |
Unvested RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 639,324 | 0 | 639,324 | 0 |
Concentrations (Details)
Concentrations (Details) - Supplier Concentration Risk - Cost of Goods and Service Benchmark | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Vendor A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 27.00% | 23.00% |
Vendor B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 13.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 9 Months Ended |
Nov. 08, 2021hubLocationretailHub | Sep. 30, 2021position | |
Subsequent Event [Line Items] | ||
Total hub locations | position | 18 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Total hub locations | retailHub | 20 | |
Subsequent Event | Texas and California | ||
Subsequent Event [Line Items] | ||
Number of additional hub locations | hubLocation | 2 |