|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
5500
(Primary Standard Industrial
Classification Code Number) |
| |
83-2456129
(I.R.S. Employer
Identification Number) |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☒
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☒
|
|
Title of Each Class of Securities to be Registered
|
| |
Amount
to be Registered(1) |
| |
Proposed
Maximum Offering Price Per Unit |
| |
Proposed
Maximum Aggregate Offering Price |
| |
Amount of
Registration Fee |
|
Class A common stock, par value $0.0001 per share(2)
|
| |
12,500,000
|
| |
$9.27(6)
|
| |
$115,875,000.00(6)
|
| |
$12,641.96
|
|
Class A common stock, par value $0.0001 per share(3)
|
| |
59,399,700
|
| |
$9.27(6)
|
| |
$550,635,219.00(6)
|
| |
$60,074.30
|
|
Class A common stock, par value $0.0001 per share(4)
|
| |
6,074,310
|
| |
$9.27(6)
|
| |
$56,308,853.70(6)
|
| |
$6,143.30
|
|
Class A common stock, par value $0.0001 per share(5)
|
| |
10,185,774
|
| |
$9.27(6)
|
| |
$94,422,124.98(6)
|
| |
$10,301.45
|
|
Warrants to purchase Class A common stock(4)
|
| |
6,074,310
|
| |
$—(7)
|
| |
$—(7)
|
| |
$—
|
|
TOTAL
|
| | | | | | | | | | |
$89,161.01
|
|
|
PRELIMINARY PROSPECTUS
|
| |
Subject to Completion
|
| |
February 11, 2021
|
|
| | | | | 1 | | | |
| | | | | 8 | | | |
| | | | | 10 | | | |
| | | | | 33 | | | |
| | | | | 34 | | | |
| | | | | 35 | | | |
| | | | | 36 | | | |
| | | | | 58 | | | |
| | | | | 70 | | | |
| | | | | 77 | | | |
| | | | | 83 | | | |
| | | | | 87 | | | |
| | | | | 89 | | | |
| | | | | 94 | | | |
| | | | | 105 | | | |
| | | | | 107 | | | |
| | | | | 107 | | | |
| | | | | 108 | | | |
| | | | | F-1 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
Retail vehicles sold
|
| | | | 4,400 | | | | | | 4,821 | | | | | | 6,435 | | | | | | 4,077 | | | | | | 3,412 | | |
Number of hubs
|
| | | | 8 | | | | | | 8 | | | | | | 8 | | | | | | 8 | | | | | | 5 | | |
Average monthly unique visitors
|
| | | | 54,294 | | | | | | 58,962 | | | | | | 57,151 | | | | | | 39,781 | | | | | | 26,591 | | |
Vehicles available for sale
|
| | | | 1,567 | | | | | | 1,098 | | | | | | 1,061 | | | | | | 1,067 | | | | | | 587 | | |
Average days to sale
|
| | | | 54 | | | | | | 55 | | | | | | 55 | | | | | | 57 | | | | | | 54 | | |
Retail gross profit per unit
|
| | | $ | 1,900 | | | | | $ | 1,444 | | | | | $ | 1,393 | | | | | $ | 1,602 | | | | | $ | 1,774 | | |
Customer acquisition cost per unit
|
| | | $ | 320 | | | | | $ | 636 | | | | | $ | 591 | | | | | $ | 459 | | | | | $ | 357 | | |
Contribution margin per unit
|
| | | $ | 1,580 | | | | | $ | 808 | | | | | $ | 802 | | | | | $ | 1,143 | | | | | $ | 1,417 | | |
Percentage of unit sales via consignment
|
| |
63%
|
| |
46%
|
| |
46%
|
| |
41%
|
| |
52%
|
|
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
(unaudited, $ in thousands)
|
| |
(audited, $ in thousands)
|
| ||||||||||||||||||||||||
Retail vehicle sales
|
| | | $ | 71,388 | | | | | $ | 66,914 | | | | | $ | 90,382 | | | | | $ | 53,448 | | | | | $ | 41,758 | | |
Wholesale vehicle sales
|
| | | | 7,124 | | | | | | 6,427 | | | | | | 8,454 | | | | | | 3,153 | | | | | | 1,340 | | |
Finance and insurance, net
|
| | | | 2,697 | | | | | | 2,312 | | | | | | 3,117 | | | | | | 1,608 | | | | | | 974 | | |
Lease income, net
|
| | | | 373 | | | | | | 416 | | | | | | 533 | | | | | | 142 | | | | | | — | | |
Total revenues
|
| | | | 81,582 | | | | | | 76,069 | | | | | | 102,486 | | | | | | 58,351 | | | | | | 44,072 | | |
Cost of sales (exclusive of depreciation)
|
| | | | 72,805 | | | | | | 69,341 | | | | | | 93,780 | | | | | | 52,708 | | | | | | 38,519 | | |
Gross profit
|
| | | | 8,777 | | | | | | 6,728 | | | | | | 8,706 | | | | | | 5,643 | | | | | | 5,553 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 11,173 | | | | | | 13,629 | | | | | | 18,305 | | | | | | 11,661 | | | | | | 7,254 | | |
Depreciation expense
|
| | | | 269 | | | | | | 412 | | | | | | 504 | | | | | | 338 | | | | | | 218 | | |
Management fee expense – related party
|
| | | | 195 | | | | | | 186 | | | | | | 250 | | | | | | 250 | | | | | | 73 | | |
Total operating expenses
|
| | | | 11,637 | | | | | | 14,227 | | | | | | 19,059 | | | | | | 12,249 | | | | | | 7,545 | | |
Loss from operations
|
| | | | (2,860) | | | | | | (7,499) | | | | | | (10,353) | | | | | | (6,606) | | | | | | (1,992) | | |
Interest expense
|
| | | | (360) | | | | | | (518) | | | | | | (651) | | | | | | (466) | | | | | | (414) | | |
Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Management fee income – related party
|
| | | | — | | | | | | — | | | | | | — | | | | | | 127 | | | | | | 180 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||||||||
| | |
(unaudited, $ in thousands)
|
| |
(audited, $ in thousands)
|
| ||||||||||||||||||||||||
Change in fair value of warrants liability
|
| | | | 30 | | | | | | 18 | | | | | | 24 | | | | | | (2) | | | | | | 50 | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | 962 | | | | | | (336) | | | | | | (1,396) | | | | | | (272) | | | | | | (79) | | |
Other income (expense)
|
| | | | 28 | | | | | | (227) | | | | | | (291) | | | | | | 662 | | | | | | (210) | | |
Total other income (expense), net
|
| | | | 1,020 | | | | | | (545) | | | | | | (1,663) | | | | | | 515 | | | | | | (59) | | |
Loss before income tax expense
|
| | | | (2,200) | | | | | | (8,562) | | | | | | (12,667) | | | | | | (6,557) | | | | | | (2,465) | | |
Income tax expense
|
| | | | 12 | | | | | | 7 | | | | | | 11 | | | | | | 3 | | | | | | 4 | | |
Net loss
|
| | | $ | (2,212) | | | | | $ | (8,569) | | | | | $ | (12,678) | | | | | $ | (6,560) | | | | | $ | (2,469) | | |
|
| | |
Nine Months Ended September 30,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
| | |
($ in thousands, except per unit metrics)
|
| |||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 71,388 | | | | | $ | 66,914 | | | | | | 6.7% | | |
Wholesale vehicle sales
|
| | | | 7,124 | | | | | | 6,427 | | | | | | 10.8% | | |
Finance and insurance, net
|
| | | | 2,697 | | | | | | 2,312 | | | | | | 16.7% | | |
Lease income, net
|
| | | | 373 | | | | | | 416 | | | | | | (10.3)% | | |
Total revenues
|
| | | $ | 81,582 | | | | | $ | 76,069 | | | | | | 7.2% | | |
Cost of sales: | | | | | | | | | | | | | | | | | | | |
Retail vehicle cost of sales
|
| | | $ | 65,723 | | | | | $ | 62,264 | | | | | | 5.6% | | |
Wholesale vehicle cost of sales
|
| | | | 7,082 | | | | | | 7,077 | | | | | | 0.1% | | |
Total cost of sales
|
| | | $ | 72,805 | | | | | $ | 69,341 | | | | | | 5.0% | | |
Gross profit: | | | | | | | | | | | | | | | | | | | |
Retail vehicle gross profit
|
| | | $ | 5,665 | | | | | $ | 4,650 | | | | | | 21.8% | | |
| | |
Nine Months Ended September 30,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
| | |
($ in thousands, except per unit metrics)
|
| |||||||||||||||
Wholesale vehicle gross profit
|
| | | | 42 | | | | | | (650) | | | | | | 106.5% | | |
Finance and insurance gross profit
|
| | | | 2,697 | | | | | | 2,312 | | | | | | 16.7% | | |
Lease income, net
|
| | | | 373 | | | | | | 416 | | | | | | (10.3)% | | |
Total gross profit
|
| | | $ | 8,777 | | | | | $ | 6,728 | | | | | | 30.5% | | |
Unit sales information: | | | | | | | | | | | | | | | | | | | |
Retail vehicles unit sales
|
| | | | 4,400 | | | | | | 4,821 | | | | | | (8.7)% | | |
Wholesale vehicles unit sales
|
| | | | 793 | | | | | | 928 | | | | | | (14.5)% | | |
Gross profit per unit(1): | | | | | | | | | | | | | | | | | | | |
Retail vehicles gross profit per unit
|
| | | $ | 1,900 | | | | | $ | 1,444 | | | | | | 31.6% | | |
Wholesale vehicles gross profit per unit
|
| | | | 53 | | | | | | (700) | | | | | | 107.6% | | |
Total gross profit per unit
|
| | | $ | 1,690 | | | | | $ | 1,170 | | | | | | 44.4% | | |
|
| | |
Nine Months Ended September 30,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
Change
|
| |||||||||
| | |
($ in thousands)
|
| | | | | | | |||||||||
Compensation and benefits(1)
|
| | | $ | 5,337 | | | | | $ | 6,548 | | | | | | (18.5)% | | |
Marketing expense
|
| | | | 1,406 | | | | | | 3,064 | | | | | | (54.1)% | | |
Other costs(2)
|
| | | | 4,430 | | | | | | 4,017 | | | | | | 10.3% | | |
Total selling, general and administrative expenses
|
| | | $ | 11,173 | | | | | $ | 13,629 | | | | | | (18.0)% | | |
| | |
Years Ended December 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
2017
|
| |
Change
|
| |||||||||||||||
| | |
($ in thousands, except per unit metrics)
|
| |||||||||||||||||||||||||||
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 90,382 | | | | | $ | 53,448 | | | | | | 69.1% | | | | | $ | 41,758 | | | | | | 28.0% | | |
Wholesale vehicle sales
|
| | | | 8,454 | | | | | | 3,153 | | | | | | 168.1% | | | | | | 1,340 | | | | | | 135.3% | | |
Finance and insurance, net
|
| | | | 3,117 | | | | | | 1,608 | | | | | | 93.8% | | | | | | 974 | | | | | | 65.1% | | |
Lease income, net
|
| | | | 533 | | | | | | 142 | | | | | | 275.4% | | | | | | — | | | | | | NM% | | |
Total revenues
|
| | | $ | 102,486 | | | | | $ | 58,351 | | | | | | 75.6% | | | | | $ | 44,072 | | | | | | 32.4% | | |
Cost of sales (exclusive of depreciation): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail vehicle cost of sales
|
| | | $ | 84,534 | | | | | $ | 48,523 | | | | | | 74.2% | | | | | $ | 36,680 | | | | | | 32.3% | | |
Wholesale vehicle cost of sales
|
| | | | 9,246 | | | | | | 4,185 | | | | | | 120.9% | | | | | | 1,839 | | | | | | 127.6% | | |
Total cost of sales
|
| | | $ | 93,780 | | | | | $ | 52,708 | | | | | | 77.9% | | | | | $ | 38,519 | | | | | | 36.8% | | |
Gross profit: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail vehicle gross profit
|
| | | $ | 5,848 | | | | | $ | 4,925 | | | | | | 18.7% | | | | | $ | 5,078 | | | | | | (3.0)% | | |
Wholesale vehicle gross profit
|
| | | | (792) | | | | | | (1,032) | | | | | | (23.3)% | | | | | | (499) | | | | | | 106.8% | | |
Finance and insurance gross profit
|
| | | | 3,117 | | | | | | 1,608 | | | | | | 93.8% | | | | | | 974 | | | | | | 65.1% | | |
Lease income, net
|
| | | | 533 | | | | | | 142 | | | | | | 275.4% | | | | | | — | | | | | | NM | | |
Total gross profit
|
| | | $ | 8,706 | | | | | $ | 5,643 | | | | | | 54.3% | | | | | $ | 5,553 | | | | | | 1.6% | | |
Unit sales information: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail vehicles unit sales
|
| | | | 6,435 | | | | | | 4,077 | | | | | | 57.8% | | | | | | 3,412 | | | | | | 19.5% | | |
Wholesale vehicles unit sales
|
| | | | 1,159 | | | | | | 610 | | | | | | 90.0% | | | | | | 239 | | | | | | 155.2% | | |
Gross profit per unit(1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Retail vehicles gross profit per unit
|
| | | $ | 1,393 | | | | | $ | 1,602 | | | | | | (13.1)% | | | | | $ | 1,774 | | | | | | (9.7)% | | |
Wholesale vehicles gross profit per unit
|
| | | | (683) | | | | | | (1,692) | | | | | | (59.6)% | | | | | | (2,088) | | | | | | (19.0)% | | |
Total gross profit per unit
|
| | | $ | 1,146 | | | | | $ | 1,204 | | | | | | (4.8)% | | | | | $ | 1,521 | | | | | | (20.8)% | | |
| | |
Years Ended December 31,
|
| |||||||||||||||||||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
2017
|
| |
Change
|
| |||||||||||||||
| | |
($ in thousands)
|
| |||||||||||||||||||||||||||
Compensation and benefits(1)
|
| | | $ | 8,992 | | | | | $ | 6,418 | | | | | | 40.1% | | | | | $ | 4,138 | | | | | | 55.1% | | |
Marketing expense
|
| | | | 3,803 | | | | | | 1,871 | | | | | | 103.3% | | | | | | 1,217 | | | | | | 53.7% | | |
Other costs(2)
|
| | | | 5,510 | | | | | | 3,372 | | | | | | 63.4% | | | | | | 1,899 | | | | | | 77.6% | | |
Total selling, general and administrative expenses
|
| | | $ | 18,305 | | | | | $ | 11,661 | | | | | | 57.0% | | | | | $ | 7,254 | | | | | | 60.8% | | |
| | |
Nine Months Ended
September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
($ in thousands)
|
| |||||||||
Cash Flow Data: | | | | | | | | | | | | | |
Net cash (used in) operating activities
|
| | | $ | (1,039) | | | | | $ | (4,017) | | |
Net cash (used in) investing activities
|
| | | | (1,059) | | | | | | (309) | | |
Net cash provided by financing activities
|
| | | | 2,199 | | | | | | 5,560 | | |
| | |
Year Ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
| | |
($ in thousands)
|
| |||||||||||||||
Cash Flow Data: | | | | | | | | | | | | | | | | | | | |
Net cash used in operating activities
|
| | | $ | (5,473) | | | | | $ | (11,761) | | | | | $ | (5,323) | | |
Net cash used in investing activities
|
| | | | (487) | | | | | | (362) | | | | | | (204) | | |
Net cash provided by financing activities
|
| | | | 8,492 | | | | | | 4,503 | | | | | | 12,709 | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than 1 Year
|
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
More than 5 years
|
| |||||||||||||||
| | |
($ in thousands)
|
| |||||||||||||||||||||||||||
Floor plan facility(1)
|
| | | $ | 6,739 | | | | | $ | 6,739 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Convertible note
|
| | | | 3,000 | | | | | | 3,000 | | | | | | — | | | | | | — | | | | | | — | | |
Cumulative preferred dividends
payable |
| | | | 2,900 | | | | | | 2,900 | | | | | | — | | | | | | — | | | | | | — | | |
Operating lease obligations
|
| | | | 12,388 | | | | | | 2,955 | | | | | | 5,175 | | | | | | 2,849 | | | | | | 1,409 | | |
Total
|
| | | $ | 25,027 | | | | | $ | 16,094 | | | | | $ | 5,175 | | | | | $ | 2,849 | | | | | $ | 1,409 | | |
Name
|
| |
Age
|
| |
Position
|
|
Michael W. Bor | | |
46
|
| | Chief Executive Officer and Chairman (Class II Director) | |
John W. Foley II | | |
44
|
| | Chief Operating Officer | |
Daniel A. Valerian | | |
47
|
| | Chief Technology Officer | |
Elizabeth Sanders | | |
30
|
| | Chief Administrative Officer | |
Rebecca C. Polak | | |
50
|
| | Chief Commercial Officer and General Counsel | |
Thomas W. Stoltz | | |
60
|
| | Chief Financial Officer | |
Michael Chapman | | |
47
|
| | Chief Marketing Officer | |
David R. Mitchell | | |
53
|
| | Class I Director | |
Luis Ignacio Solorzano Aizpuru | | |
48
|
| | Class I Director | |
Kimberly H. Sheehy | | |
56
|
| | Class I Director | |
Steven G. Carrel | | |
46
|
| | Class II Director | |
James E. Skinner | | |
67
|
| | Class II Director | |
Linda B. Abraham | | |
58
|
| | Class III Director | |
Sarah M. Kauss | | |
45
|
| | Class III Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Michael W. Bor
Chief Executive Officer |
| | | | 2020 | | | | | | 345,457 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,957 | | | | | | 382,989 | | |
| | | 2019 | | | | | | 334,793 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,975 | | | | | | 359,768 | | | ||
John W. Foley II
Chief Operating Officer |
| | | | 2020 | | | | | | 206,731 | | | | | | | | | | | | — | | | | | | — | | | | | | 18,750 | | | | | | — | | | | | | 20,478 | | | | | | 245,959 | | |
| | | 2019 | | | | | | 168,269 | | | | | | | | | | | | — | | | | | | 10,490 | | | | | | 25,500 | | | | | | — | | | | | | 17,106 | | | | | | 221,365 | | | ||
Rebecca C. Polak
Chief Commercial Officer and General Counsel |
| | | | 2020 | | | | | | 55,385 | | | | | | 120,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 175,385 | | |
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Options
|
| |
RSUs
|
| |
Earnout RSUs
|
| |||||||||
Michael W. Bor
|
| | | | 128,218 | | | | | | 88,106 | | | | | | — | | |
John W. Foley
|
| | | | 64,109 | | | | | | 44,053 | | | | | | — | | |
Rebecca C. Polak
|
| | | | 303,700 | | | | | | 127,175 | | | | | | 86,175 | | |
| | | | | | | | |
Option Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||||||||
Michael W. Bor
|
| | | | 11/1/2015(1) | | | | | | 25,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 4/23/2018(2) | | | | | | — | | | | | | — | | | | | | 60,188 | | | | | | 9.82 | | | | | | 4/23/2028 | | |
| | | | | 2/4/2020(2) | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | 9.82 | | | | | | 2/4/2030 | | |
John W. Foley II
|
| | | | 2/1/2015(1) | | | | | | 5,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 6/1/2016(1) | | | | | | 2,500 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 1/1/2017 (1) | | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | 6.82 | | | | | | 8/31/2022 | | |
| | | | | 5/14/2018 (2) | | | | | | — | | | | | | — | | | | | | 60,188 | | | | | | 9.82 | | | | | | 5/14/2028 | | |
| | | | | 11/1/2019 (2) | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | 9.82 | | | | | | 11/1/2029 | | |
Rebecca C. Polak
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Annual
Base Salary ($) |
| |
Target Bonus
(%) |
| ||||||
Michael W. Bor
|
| | | | 600,000 | | | | | | 100 | | |
John W. Foley
|
| | | | 400,000 | | | | | | 75 | | |
Rebecca C. Polak
|
| | | | 400,000 | | | | | | 75 | | |
Name of Beneficial Owners
|
| |
Shares
|
| |
% total
|
| ||||||
Five Percent Stockholders | | | | | | | | | | | | | |
TRP(1) | | | | | 21,739,678 | | | | | | 19.1% | | |
Acamar Partners Sponsor I LLC(2)
|
| | | | 13,963,854 | | | | | | 11.7% | | |
KAR Auction Services, Inc.(3)
|
| | | | 7,154,353 | | | | | | 6.3% | | |
Directors and Named Executive Officers | | | | | | | | | | | | | |
Michael W. Bor(4)
|
| | | | 11,585,166 | | | | | | 10.1% | | |
John W. Foley II(5)
|
| | | | 1,199,563 | | | | | | 1.0% | | |
Rebecca C. Polak
|
| | | | — | | | | | | — | | |
David R. Mitchell(1)
|
| | | | 21,739,678 | | | | | | 19.1% | | |
Steven G. Carrel(1)
|
| | | | 21,739,678 | | | | | | 19.1% | | |
Luis Ignacio Solorzano Aizpuru(2)
|
| | | | 13,963,854 | | | | | | 11.7% | | |
James E. Skinner(6)
|
| | | | — | | | | | | — | | |
Linda B. Abraham
|
| | | | — | | | | | | — | | |
Sarah M. Kauss
|
| | | | — | | | | | | — | | |
Kimberly H. Sheehy
|
| | | | — | | | | | | — | | |
All Directors and Executive Officers as a Group (14 Individuals)(7)
|
| | | | 50,068,132 | | | | | | 40.4% | | |
| | |
Securities Beneficially
Owned Prior to this Offering |
| |
Securities to be
Sold in this Offering |
| |
Securities Beneficially
Owned After this Offering |
| |||||||||||||||||||||||||||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A Common Stock |
| |
Private
Placement Warrants |
| |
Shares of
Class A Common Stock |
| |
Private
Placement Warrants |
| |
Shares of
Class A Common Stock |
| |
%
|
| |
Private
Placement Warrants |
| |
%
|
| ||||||||||||||||||||||||
Aaron S. Montgomery(1)
|
| | | | 4,854,700 | | | | |
|
—
|
| | | | | 4,854,700 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Acamar Partners Sponsor I LLC(2)
|
| | | | 13,963,854 | | | | | | 6,074,000 | | | | | | 13,963,854 | | | | | | 6,074,000 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
FIAM Target Date Blue Chip Growth Commingled Pool By: Fidelity Institutional Asset Management Trust Company, as Trustee(3)
|
| | | | 96,724 | | | | |
|
—
|
| | | | | 96,724 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| | |
Securities Beneficially
Owned Prior to this Offering |
| |
Securities to be
Sold in this Offering |
| |
Securities Beneficially
Owned After this Offering |
| |||||||||||||||||||||||||||||||||||||||
Selling Securityholder
|
| |
Shares of
Class A Common Stock |
| |
Private
Placement Warrants |
| |
Shares of
Class A Common Stock |
| |
Private
Placement Warrants |
| |
Shares of
Class A Common Stock |
| |
%
|
| |
Private
Placement Warrants |
| |
%
|
| ||||||||||||||||||||||||
Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund(3)
|
| | | | 2,399,058 | | | | |
|
—
|
| | | | | 2,399,058 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Advisors Series I: Fidelity Advisor Series Growth Opportunities Fund(3)
|
| | | | 97,941 | | | | |
|
—
|
| | | | | 97,941 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Blue Chip Growth Commingled Pool
By: Fidelity Institutional Asset Management Trust Company, as Trustee(3) |
| | | | 33,932 | | | | |
|
—
|
| | | | | 33,932 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Blue Chip Growth Institutional Trust
By: Its manager Fidelity Investments Canada ULC(3) |
| | | | 3,313 | | | | |
|
—
|
| | | | | 3,313 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity NorthStar Fund, by its
manager Fidelity Investments Canada ULC(3) |
| | | | 116,677 | | | | |
|
—
|
| | | | | 116,677 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund(3)
|
| | | | 1,101,428 | | | | |
|
—
|
| | | | | 1,101,428 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund(3)
|
| | | | 120,038 | | | | |
|
—
|
| | | | | 120,038 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund(3)
|
| | | | 1,992 | | | | |
|
—
|
| | | | | 1,992 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund(3)
|
| | | | 142,573 | | | | |
|
—
|
| | | | | 142,573 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity Select Portfolios: Select
Automotive Portfolio(3) |
| | | | 13,786 | | | | |
|
—
|
| | | | | 13,786 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Fidelity U.S. Growth Opportunities Investment Trust(3)
|
| | | | 21,198 | | | | |
|
—
|
| | | | | 21,198 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
G. Richard Wagoner, Jr.(4)
|
| | | | 20,000 | | | | |
|
—
|
| | | | | 20,000 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
HBK Master Fund L.P.(5)
|
| | | | 500,000 | | | | |
|
—
|
| | | | | 500,000 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Jane Street Global Trading, LLC(6)
|
| | | | 1,001,119 | | | | |
|
—
|
| | | | | 1,000,000 | | | | |
|
—
|
| | | | | 1,119 | | | | |
|
*
|
| | | |
|
—
|
| | | |
|
—
|
| |
KAR Auction Services, Inc.(7)
|
| | | | 7,888,275 | | | | |
|
—
|
| | | | | 7,888,275 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Lugard Road Capital Master Fund, LP(8)
|
| | | | 477,230 | | | | |
|
—
|
| | | | | 477,230 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Luxor Capital Partners, LP(9)
|
| | | | 470,276 | | | | |
|
—
|
| | | | | 470,276 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Redemption Date
(period to expiration of warrants) |
| |
Fair Market Value of Common Stock
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
$18.00
|
| |||||||||||||||||||||||||||||
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| CarLotz, Inc. Audited Financial Statements | | | | | | | |
|
Audited Consolidated Financial Statements for the years ended December 31, 2019, 2018 and
2017 |
| | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | | |
| CarLotz, Inc. Unaudited Condensed Financial Statements | | | | | | | |
|
Unaudited Condensed Consolidated Financial Statements as of September 30, 2020
|
| | | | | | |
| | | | | F-33 | | | |
| | | | | F-34 | | | |
| | | | | F-35 | | | |
| | | | | F-36 | | | |
| | | | | F-37 | | | |
| | | | | F-39 | | |
| Acamar Partners Acquisition Corp. Audited Financial Statements | | | | | | | |
|
Audited Financial Statements for the Years Ended December 31, 2019 and for the period from November 7, 2018 (inception) to December 31, 2018
|
| | | | | | |
| | | | | F-58 | | | |
| | | | | F-59 | | | |
| | | | | F-60 | | | |
| | | | | F-61 | | | |
| | | | | F-62 | | | |
| | | | | F-63 | | | |
| Acamar Partners Acquisition Corp. Unaudited Condensed Financial Statements | | | | | | | |
| | | | | F-76 | | | |
| | | | | F-77 | | | |
| | | | | F-78 | | | |
| | | | | F-79 | | | |
| | | | | F-80 | | |
| | |
2019
|
| |
2018
|
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,214 | | | | | $ | 1,019 | | |
Restricted cash
|
| | | | 888 | | | | | | 551 | | |
Accounts receivable, net
|
| | | | 3,256 | | | | | | 2,412 | | |
Inventories
|
| | | | 7,625 | | | | | | 10,160 | | |
Other current assets
|
| | | | 234 | | | | | | 228 | | |
Total Current Assets
|
| | | | 15,217 | | | | | | 14,370 | | |
Property and equipment, net
|
| | | | 631 | | | | | | 1,030 | | |
Lease vehicles, net
|
| | | | 444 | | | | | | 731 | | |
Other assets
|
| | | | 343 | | | | | | 305 | | |
Total Assets
|
| | | $ | 16,635 | | | | | $ | 16,436 | | |
Liabilities, Redeemable Convertible Preferred Stock, Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Long-term debt, current
|
| | | $ | 2,825 | | | | | $ | 6 | | |
Floor plan notes payable
|
| | | | 6,739 | | | | | | 8,697 | | |
Promissory note
|
| | | | — | | | | | | 418 | | |
Accounts payable
|
| | | | 2,134 | | | | | | 742 | | |
Accrued expenses
|
| | | | 1,576 | | | | | | 1,051 | | |
Accrued expenses – related party
|
| | | | 3,102 | | | | | | 1,351 | | |
Other current liabilities
|
| | | | 434 | | | | | | 205 | | |
Total Current Liabilities
|
| | | | 16,810 | | | | | | 12,470 | | |
Long-term debt, less current portion
|
| | | | — | | | | | | 11 | | |
Redeemable convertible preferred stock tranche obligation
|
| | | | 3,755 | | | | | | 3,261 | | |
Other liabilities
|
| | | | 931 | | | | | | 301 | | |
Total Liabilities
|
| | | | 21,496 | | | | | | 16,043 | | |
Commitments and Contingencies (Note 16)
|
| | | | — | | | | | | — | | |
Redeemable Convertible Preferred Stock: | | | | | | | | | | | | | |
Series A Preferred Stock $0.001 stated value; authorized 3,052,127 shares; issued and
outstanding 2,034,751 and 1,220,851 shares, as of December 31, 2019 and 2018, respectively; aggregate liquidation preference of approximately $34,300 and $19,931 as of December 31, 2019 and 2018, respectively |
| | | | 17,560 | | | | | | 8,670 | | |
Stockholders’ Equity (Deficit): | | | | | | | | | | | | | |
Common stock, $0.001 par value; authorized 7,600,000 shares, issued 3,869,118 shares, and outstanding 3,716,526 shares
|
| | | | 4 | | | | | | 4 | | |
Additional paid-in capital
|
| | | | 6,560 | | | | | | 8,026 | | |
Accumulated deficit
|
| | | | (27,485) | | | | | | (14,807) | | |
Treasury stock, $0.001 par value; 152,592 shares
|
| | | | (1,500) | | | | | | (1,500) | | |
Total Stockholders’ Equity (Deficit)
|
| | | | (22,421) | | | | | | (8,277) | | |
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
| | | $ | 16,635 | | | | | $ | 16,436 | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Revenues: | | | | | | | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 90,382 | | | | | $ | 53,448 | | | | | $ | 41,758 | | |
Wholesale vehicle sales
|
| | | | 8,454 | | | | | | 3,153 | | | | | | 1,340 | | |
Finance and insurance, net
|
| | | | 3,117 | | | | | | 1,608 | | | | | | 974 | | |
Lease income, net
|
| | | | 533 | | | | | | 142 | | | | | | — | | |
Total Revenues
|
| | | | 102,486 | | | | | | 58,351 | | | | | | 44,072 | | |
Cost of sales (exclusive of depreciation)
|
| | | | 93,780 | | | | | | 52,708 | | | | | | 38,519 | | |
Gross Profit
|
| | | | 8,706 | | | | | | 5,643 | | | | | | 5,553 | | |
Operating Expenses: | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 18,305 | | | | | | 11,661 | | | | | | 7,254 | | |
Depreciation expense
|
| | | | 504 | | | | | | 338 | | | | | | 218 | | |
Management fee expense – related party
|
| | | | 250 | | | | | | 250 | | | | | | 73 | | |
Total Operating Expenses
|
| | | | 19,059 | | | | | | 12,249 | | | | | | 7,545 | | |
Loss from Operations
|
| | | | (10,353) | | | | | | (6,606) | | | | | | (1,992) | | |
Interest Expense
|
| | | | 651 | | | | | | 466 | | | | | | 414 | | |
Other Income (Expense), net | | | | | | | | | | | | | | | | | | | |
Management fee income – related party
|
| | | | — | | | | | | 127 | | | | | | 180 | | |
Change in fair value of warrants liability
|
| | | | 24 | | | | | | (2) | | | | | | 50 | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | (1,396) | | | | | | (272) | | | | | | (79) | | |
Other income (expense)
|
| | | | (291) | | | | | | 662 | | | | | | (210) | | |
Total Other Income (Expense), net
|
| | | | (1,663) | | | | | | 515 | | | | | | (59) | | |
Loss Before Income Tax Expense
|
| | | | (12,667) | | | | | | (6,557) | | | | | | (2,465) | | |
Income Tax Expense
|
| | | | 11 | | | | | | 3 | | | | | | 4 | | |
Net Loss
|
| | | $ | (12,678) | | | | | $ | (6,560) | | | | | $ | (2,469) | | |
Redeemable convertible preferred stock dividends (undeclared and
cumulative) |
| | | | (1,579) | | | | | | (1,014) | | | | | | (274) | | |
Net loss attributable to common stockholders
|
| | | $ | (14,257) | | | | | $ | (7,574) | | | | | $ | (2,743) | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (3.84) | | | | | $ | (2.04) | | | | | $ | (0.75) | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | 3,716,526 | | | | | | 3,716,526 | | | | | | 3,660,679 | | |
| | |
Redeemable
Convertible Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Treasury Stock
|
| |
Stockholders’
Equity (Deficit) |
| ||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||
Balance January 1, 2017
|
| | | | — | | | | | $ | — | | | | | | | 3,638,126 | | | | | $ | 4 | | | | | $ | 6,993 | | | | | $ | (5,778) | | | | | | — | | | | | $ | — | | | | | $ | 1,219 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,469) | | | | | | — | | | | | | — | | | | | | (2,469) | | |
Purchase of treasury stock
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (152,592) | | | | | | (1,500) | | | | | | (1,500) | | |
Conversion of debt to equity
|
| | | | — | | | | | | — | | | | | | | 230,992 | | | | | | — | | | | | | 2,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,000 | | |
Redeemable convertible preferred
stock issuance |
| | | | 1,220,851 | | | | | | 8,670 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accrued dividends on redeemable
convertible preferred stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (274) | | | | | | — | | | | | | — | | | | | | — | | | | | | (274) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 170 | | | | | | — | | | | | | — | | | | | | — | | | | | | 170 | | |
Balance December 31, 2017
|
| | | | 1,220,851 | | | | | $ | 8,670 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 8,889 | | | | | $ | (8,247) | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (854) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,560) | | | | | | — | | | | | | — | | | | | | (6,560) | | |
Accrued dividends on redeemable
convertible preferred stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (1,014) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,014) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 151 | | | | | | — | | | | | | — | | | | | | — | | | | | | 151 | | |
Balance December 31, 2018
|
| | | | 1,220,851 | | | | | $ | 8,670 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 8,026 | | | | | $ | (14,807) | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (8,277) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (12,678) | | | | | | — | | | | | | — | | | | | | (12,678) | | |
Redeemable convertible preferred
stock issuance |
| | | | 813,900 | | | | | | 8,890 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accrued dividends on redeemable
convertible preferred stock |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (1,579) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,579) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 113 | | | | | | — | | | | | | — | | | | | | — | | | | | | 113 | | |
Balance December 31, 2019
|
| | | | 2,034,751 | | | | | $ | 17,560 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 6,560 | | | | | $ | (27,485) | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (22,421) | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Cash Flow from Operating Activities | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (12,678) | | | | | $ | (6,560) | | | | | $ | (2,469) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | | | | | | | |
Depreciation – property and equipment
|
| | | | 260 | | | | | | 253 | | | | | | 218 | | |
Depreciation – lease vehicles
|
| | | | 244 | | | | | | 85 | | | | | | — | | |
Loss on disposition of property and equipment
|
| | | | 321 | | | | | | — | | | | | | 44 | | |
Gain on sale of lease vehicles
|
| | | | — | | | | | | (16) | | | | | | — | | |
Provision for doubtful accounts
|
| | | | (14) | | | | | | (30) | | | | | | 51 | | |
Share-based compensation expense
|
| | | | 113 | | | | | | 151 | | | | | | 170 | | |
Change in fair value of warrants liability
|
| | | | (24) | | | | | | 2 | | | | | | (50) | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | 1,396 | | | | | | 272 | | | | | | 79 | | |
Other
|
| | | | — | | | | | | (599) | | | | | | 177 | | |
Change in Operating Assets and Liabilities:
|
| | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (830) | | | | | | (706) | | | | | | (636) | | |
Inventories
|
| | | | 2,883 | | | | | | (4,810) | | | | | | (2,855) | | |
Other current assets
|
| | | | (6) | | | | | | 48 | | | | | | (63) | | |
Other assets
|
| | | | (38) | | | | | | (164) | | | | | | (60) | | |
Accounts payable
|
| | | | 1,392 | | | | | | 223 | | | | | | (79) | | |
Accrued expenses
|
| | | | 525 | | | | | | 133 | | | | | | 3 | | |
Accrued expenses – related party
|
| | | | 172 | | | | | | (9) | | | | | | 72 | | |
Other current liabilities
|
| | | | 229 | | | | | | 20 | | | | | | (108) | | |
Other liabilities
|
| | | | 582 | | | | | | (54) | | | | | | 183 | | |
Net Cash Used in Operating Activities
|
| | | | (5,473) | | | | | | (11,761) | | | | | | (5,323) | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | | | | | | | |
Cash related to consolidation of Orange Grove
|
| | | | — | | | | | | 5 | | | | | | — | | |
Purchase of property and equipment
|
| | | | (235) | | | | | | (474) | | | | | | (204) | | |
Proceeds from sale of lease vehicles
|
| | | | — | | | | | | 119 | | | | | | — | | |
Purchase of lease vehicles
|
| | | | (252) | | | | | | (12) | | | | | | — | | |
Net Cash Used in Investing Activities
|
| | | | (487) | | | | | | (362) | | | | | | (204) | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | | | | | | | |
Issuance of redeemable convertible preferred stock, net
|
| | | | 7,988 | | | | | | — | | | | | | 11,580 | | |
Purchase of treasury stock
|
| | | | — | | | | | | — | | | | | | (1,500) | | |
Payments made on long-term debt
|
| | | | (8) | | | | | | (4) | | | | | | — | | |
Borrowings on long-term debt
|
| | | | 3,000 | | | | | | — | | | | | | — | | |
Payments of debt issuance costs
|
| | | | (112) | | | | | | — | | | | | | — | | |
Payments on floor plan notes payable
|
| | | | (41,711) | | | | | | (24,567) | | | | | | (11,531) | | |
Borrowings on floor plan notes payable
|
| | | | 39,753 | | | | | | 29,171 | | | | | | 14,160 | | |
Payments made on promissory note
|
| | | | (418) | | | | | | (97) | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | | 8,492 | | | | | | 4,503 | | | | | | 12,709 | | |
Net Change in Cash and Cash Equivalents and Restricted Cash
|
| | | | 2,532 | | | | | | (7,620) | | | | | | 7,182 | | |
Cash and cash equivalents and restricted cash, beginning
|
| | | | 1,570 | | | | | | 9,190 | | | | | | 2,008 | | |
Cash and cash equivalents and restricted cash, ending
|
| | | $ | 4,102 | | | | | $ | 1,570 | | | | | $ | 9,190 | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 684 | | | | | $ | 436 | | | | | $ | 441 | | |
Supplementary Schedule of Non-cash Investing and Financing Activities: | | | | | | | | | | | | | | | | | | | |
Transfer from property and equipment to inventory
|
| | | $ | 53 | | | | | $ | 26 | | | | | $ | — | | |
Transfer from lease vehicles to inventory
|
| | | $ | 295 | | | | | $ | — | | | | | $ | — | | |
Redeemable convertible preferred stock distributions accrued
|
| | | $ | 1,579 | | | | | $ | 1,014 | | | | | $ | 274 | | |
Purchase of property and equipment with long-term debt
|
| | | $ | — | | | | | $ | 21 | | | | | $ | — | | |
Conversion from debt to equity
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,000 | | |
Promissory note based on consolidation of Orange Grove
|
| | | $ | — | | | | | $ | 515 | | | | | $ | — | | |
Issuance of common stock warrants
|
| | | $ | 72 | | | | | $ | — | | | | | $ | — | | |
Settlement of redeemable convertible preferred stock tranche obligation
|
| | | $ | (902) | | | | | $ | — | | | | | $ | — | | |
Issuance date fair value of redeemable convertible preferred stock tranche obligation
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,910 | | |
| Leasehold Improvements | | | Lesser of 15 years or underlying lease terms | |
| Equipment, Furniture, and Fixtures | | | 1 – 5 years | |
| Corporate Vehicles | | | 5 years | |
| | |
2019
|
| |||||||||||||||
| | |
Vehicle Sales
|
| |
Fleet
Management |
| |
Total
|
| |||||||||
Retail vehicle sales
|
| | | $ | 90,382 | | | | | $ | — | | | | | $ | 90,382 | | |
Wholesale vehicle sales
|
| | | | 8,454 | | | | | | — | | | | | | 8,454 | | |
Finance and insurance, net
|
| | | | 3,117 | | | | | | — | | | | | | 3,117 | | |
Lease income, net
|
| | | | — | | | | | | 533 | | | | | | 533 | | |
Total Revenues
|
| | | $ | 101,953 | | | | | $ | 533 | | | | | $ | 102,486 | | |
| | |
2018
|
| |||||||||||||||
| | |
Vehicle Sales
|
| |
Fleet
Management |
| |
Total
|
| |||||||||
Retail vehicle sales
|
| | | $ | 53,448 | | | | | $ | — | | | | | $ | 53,448 | | |
Wholesale vehicle sales
|
| | | | 3,153 | | | | | | — | | | | | | 3,153 | | |
Finance and insurance, net
|
| | | | 1,608 | | | | | | — | | | | | | 1,608 | | |
Lease income, net
|
| | | | — | | | | | | 142 | | | | | | 142 | | |
Total Revenues
|
| | | $ | 58,209 | | | | | $ | 142 | | | | | $ | 58,351 | | |
| | |
2017
|
| |||||||||||||||
| | |
Vehicle Sales
|
| |
Fleet
Management |
| |
Total
|
| |||||||||
Retail vehicle sales
|
| | | $ | 41,758 | | | | | $ | — | | | | | $ | 41,758 | | |
Wholesale vehicle sales
|
| | | | 1,340 | | | | | | — | | | | | | 1,340 | | |
Finance and insurance, net
|
| | | | 974 | | | | | | — | | | | | | 974 | | |
Lease income, net
|
| | | | — | | | | | | — | | | | | | — | | |
Total Revenues
|
| | | $ | 44,072 | | | | | $ | — | | | | | $ | 44,072 | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Retail vehicles: | | | | | | | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 90,382 | | | | | $ | 53,448 | | | | | $ | 41,758 | | |
Retail vehicle cost of sales
|
| | | | 84,534 | | | | | | 48,523 | | | | | | 36,679 | | |
Gross Profit – Retail Vehicles
|
| | | $ | 5,848 | | | | | $ | 4,925 | | | | | $ | 5,079 | | |
Wholesale vehicles: | | | | | | | | | | | | | | | | | | | |
Wholesale vehicle sales
|
| | | $ | 8,454 | | | | | $ | 3,153 | | | | | $ | 1,340 | | |
Wholesale vehicle cost of sales
|
| | | | 9,246 | | | | | | 4,185 | | | | | | 1,840 | | |
Gross Profit – Wholesale Vehicles
|
| | | $ | (792) | | | | | $ | (1,032) | | | | | $ | (500) | | |
| | |
2019
|
| |||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 688 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred stock tranche obligation
|
| | | | — | | | | | | — | | | | | | 3,755 | | |
Stock warrants liability
|
| | | | — | | | | | | — | | | | | | 115 | | |
Total Liabilities:
|
| | | $ | — | | | | | $ | — | | | | | $ | 3,870 | | |
| | |
2018
|
| |||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 351 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred stock tranche obligation
|
| | | | — | | | | | | — | | | | | | 3,261 | | |
Stock warrants liability
|
| | | | — | | | | | | — | | | | | | 67 | | |
Total Liabilities:
|
| | | $ | — | | | | | $ | — | | | | | $ | 3,328 | | |
Year-ended December 31, 2019
|
| |
January 1,
|
| |
Issuances
|
| |
Settlements
|
| |
Change in
Fair Value |
| |
December 31,
|
| |||||||||||||||
Redeemable convertible preferred stock tranche obligation
|
| | | $ | 3,261 | | | | | $ | — | | | | | $ | (902) | | | | | $ | 1,396 | | | | | $ | 3,755 | | |
Stock warrants liability
|
| | | | 67 | | | | | | 72 | | | | | | — | | | | | | (24) | | | | | | 115 | | |
Total
|
| | | $ | 3,328 | | | | | $ | 72 | | | | | $ | (902) | | | | | $ | 1,372 | | | | | $ | 3,870 | | |
Year-ended December 31, 2018
|
| |
January 1,
|
| |
Issuances
|
| |
Settlements
|
| |
Change in
Fair Value |
| |
December 31,
|
| |||||||||||||||
Redeemable convertible preferred stock tranche obligation
|
| | | $ | 2,989 | | | | | $ | — | | | | | $ | — | | | | | $ | 272 | | | | | $ | 3,261 | | |
Stock warrants liability
|
| | | | 65 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 67 | | |
Total
|
| | | $ | 3,054 | | | | | $ | — | | | | | $ | — | | | | | $ | 274 | | | | | $ | 3,328 | | |
| | |
2019
|
| |
2018
|
|
Expected volatility
|
| |
45.00%
|
| |
60.00%
|
|
Expected dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Expected term (in years)
|
| |
5 years
|
| |
6 years
|
|
Risk-free interest rate
|
| |
1.69%
|
| |
2.55%
|
|
Marketability discount
|
| |
50.00%
|
| |
60.00%
|
|
| | |
2019
|
| |
2018
|
| ||||||
Contracts in transit
|
| | | $ | 2,645 | | | | | $ | 2,098 | | |
Trade
|
| | | | 202 | | | | | | 261 | | |
Finance commission
|
| | | | 87 | | | | | | 69 | | |
Other
|
| | | | 349 | | | | | | 25 | | |
Total
|
| | | | 3,283 | | | | | | 2,453 | | |
Allowance for doubtful accounts
|
| | | | (27) | | | | | | (41) | | |
Total Accounts Receivable, net
|
| | | $ | 3,256 | | | | | $ | 2,412 | | |
| | |
2019
|
| |
2018
|
| ||||||
Used vehicles
|
| | | $ | 7,592 | | | | | $ | 10,069 | | |
Parts
|
| | | | 33 | | | | | | 91 | | |
Total | | | | $ | 7,625 | | | | | $ | 10,160 | | |
| | |
2019
|
| |
2018
|
| ||||||
Leasehold improvements
|
| | | $ | 688 | | | | | $ | 1,096 | | |
Furniture, fixtures, and equipment
|
| | | | 715 | | | | | | 723 | | |
Corporate vehicles
|
| | | | 104 | | | | | | 201 | | |
Total property and equipment
|
| | | | 1,507 | | | | | | 2,020 | | |
Less: accumulated depreciation
|
| | | | (876) | | | | | | (990) | | |
Property and Equipment, net
|
| | | $ | 631 | | | | | $ | 1,030 | | |
| | |
2019
|
| |
2018
|
| ||||||
Vehicles
|
| | | $ | 1,083 | | | | | $ | 1,333 | | |
Less: accumulated depreciation
|
| | | | (639) | | | | | | (602) | | |
Total Lease Vehicles, net
|
| | | $ | 444 | | | | | $ | 731 | | |
Year
|
| |
Minimum Rental Receipts
Under Operating Leases |
| |||
2020
|
| | | $ | 149 | | |
2021
|
| | | | 25 | | |
2022
|
| | | | 8 | | |
2023
|
| | | | 2 | | |
Total | | | | $ | 184 | | |
| | |
2019
|
| |
2018
|
| ||||||
Other Current Assets: | | | | | | | | | | | | | |
Lease receivable, net
|
| | | $ | 13 | | | | | $ | 41 | | |
Deferred acquisition costs
|
| | | | 32 | | | | | | 12 | | |
Prepaid expenses
|
| | | | 189 | | | | | | 175 | | |
Total Other Current Assets
|
| | | $ | 234 | | | | | $ | 228 | | |
Other Assets: | | | | | | | | | | | | | |
Lease receivable, net
|
| | | $ | 38 | | | | | $ | 39 | | |
Deferred acquisition costs
|
| | | | 50 | | | | | | 10 | | |
Security deposits
|
| | | | 255 | | | | | | 256 | | |
Total Other Assets
|
| | | $ | 343 | | | | | $ | 305 | | |
| | |
2019
|
| |
2018
|
| ||||||
Beginning
|
| | | $ | 22 | | | | | $ | 22 | | |
Written
|
| | | | 93 | | | | | | 16 | | |
Amortized
|
| | | | (33) | | | | | | (16) | | |
Ending
|
| | | | 82 | | | | | | 22 | | |
Less: current portion
|
| | | | 32 | | | | | | 12 | | |
Non-current
|
| | | | 50 | | | | | | 10 | | |
Total Deferred Acquisition Costs
|
| | | $ | 82 | | | | | $ | 22 | | |
| | |
2019
|
| |
2018
|
| ||||||
Term note payable
|
| | | $ | 9 | | | | | $ | 17 | | |
Convertible notes payable, net
|
| | | | 2,816 | | | | | | — | | |
| | | | | 2,825 | | | | | | 17 | | |
Current portion of long-term debt
|
| | | | (2,825) | | | | | | (6) | | |
Long-term Debt
|
| | | $ | — | | | | | $ | 11 | | |
|
Maturity
|
| |
5 years
|
|
|
Risk-free interest rate
|
| |
1.69%
|
|
|
Volatility
|
| |
60.00%
|
|
|
Dividend yield
|
| |
0.00%
|
|
|
Weighted average fair value per share
|
| |
1.81
|
|
| | |
2019
|
| |
2018
|
| ||||||
Stock warrants outstanding
|
| | | | 23,460 | | | | | | 23,460 | | |
Stock warrants issued with convertible notes payable
|
| | | | 45,121 | | | | | | — | | |
Stock warrants cancelled
|
| | | | — | | | | | | — | | |
Stock warrants exercised
|
| | | | — | | | | | | — | | |
Stock warrants vested
|
| | | | 68,581 | | | | | | 23,460 | | |
| | |
2019
|
| |
2018
|
| ||||||
License and title fees
|
| | | $ | 399 | | | | | $ | 203 | | |
Payroll and bonuses
|
| | | | 388 | | | | | | 308 | | |
Deferred rent
|
| | | | 300 | | | | | | 255 | | |
Other accrued expenses
|
| | | | 489 | | | | | | 285 | | |
Total Accrued Expenses
|
| | | $ | 1,576 | | | | | $ | 1,051 | | |
| | |
2019
|
| |
2018
|
| ||||||
Other Liabilities, Current | | | | | | | | | | | | | |
Unearned insurance premiums
|
| | | $ | 434 | | | | | $ | 205 | | |
Other Liabilities | | | | | | | | | | | | | |
Unearned insurance premiums
|
| | | | 719 | | | | | | 172 | | |
Other long-term liabilities
|
| | | | 97 | | | | | | 62 | | |
Stock warrants liability
|
| | | | 115 | | | | | | 67 | | |
Other Liabilities, Long-term
|
| | | $ | 931 | | | | | $ | 301 | | |
| | |
Total Per Year
|
| |||
2020
|
| | | $ | 1,976 | | |
2021
|
| | | | 1,963 | | |
2022
|
| | | | 1,995 | | |
2023
|
| | | | 1,830 | | |
2024
|
| | | | 878 | | |
Thereafter
|
| | | | 1,409 | | |
Total
|
| | | $ | 10,051 | | |
| | |
Payments Due
to Third Parties |
| |
Future Receipts
|
| ||||||
2020
|
| | | $ | 979 | | | | | $ | 1,609 | | |
2021
|
| | | | 819 | | | | | | 1,315 | | |
2022
|
| | | | 398 | | | | | | 634 | | |
2023
|
| | | | 129 | | | | | | 192 | | |
2024
|
| | | | 12 | | | | | | 18 | | |
Total
|
| | | $ | 2,337 | | | | | $ | 3,768 | | |
| | |
2017
|
|
Expected volatility
|
| |
80.00%
|
|
Expected dividend yield
|
| |
0.00%
|
|
Expected term (in years)
|
| |
5 years
|
|
Risk-free interest rate
|
| |
1.94%
|
|
| | |
Number of
Options |
| |
Weighted
Averaged Exercise Price |
| ||||||
Balance (January 1, 2017)
|
| | | | 145,000 | | | | | $ | 5.86 | | |
Granted
|
| | | | 30,150 | | | | | | 6.82 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Balance (December 31, 2017)
|
| | | | 175,150 | | | | | | 5.99 | | |
Granted
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | (13,500) | | | | | | 5.56 | | |
Balance (December 31, 2018)
|
| | | | 161,650 | | | | | | 6.07 | | |
Granted
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | (7,500) | | | | | | 6.82 | | |
Balance (December 31, 2019)
|
| | | | 154,150 | | | | | | 6.03 | | |
Vested (as of December 31, 2019)
|
| | | | 136,450 | | | | | $ | 5.93 | | |
| | |
Number of
Options |
| |
Weighted
Average Remaining Contractual Life |
| |
Weighted
Average Exercise Price |
| ||||||
Outstanding
|
| | | | 154,150 | | | |
2.67 years
|
| | | $ | 6.03 | | |
Exercisable
|
| | | | 136,450 | | | |
2.67 years
|
| | | $ | 5.93 | | |
| | |
Number of
Units |
| |
Weighted
Averaged Exercise Price |
| ||||||
Balance (January 1, 2018)
|
| | | | — | | | | | | — | | |
Granted
|
| | | | 261,552 | | | | | $ | 9.82 | | |
Forfeited
|
| | | | (6,500) | | | | | | 9.82 | | |
Balance (December 31, 2018)
|
| | | | 255,052 | | | | | | 9.82 | | |
Granted
|
| | | | 154,000 | | | | | | 9.82 | | |
Forfeited
|
| | | | (129,876) | | | | | | 9.82 | | |
Balance (December 31, 2019)
|
| | | | 279,176 | | | | | $ | 9.82 | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Current Income Tax Expense: | | | | | | | | | | | | | | | | | | | |
Federal | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
State and local
|
| | | | 11 | | | | | | 3 | | | | | | 4 | | |
Total Current Income Tax Expense
|
| | | | 11 | | | | | | 3 | | | | | | 4 | | |
Deferred Income Tax Expense: | | | | | | | | | | | | | | | | | | | |
Federal
|
| | | | — | | | | | | — | | | | | | — | | |
State and local
|
| | | | — | | | | | | — | | | | | | — | | |
Total Income Tax Expense
|
| | | $ | 11 | | | | | $ | 3 | | | | | $ | 4 | | |
| | |
2019
|
| |
2018
|
| ||||||
Deferred Tax Assets: | | | | | | | | | | | | | |
Net operating losses
|
| | | $ | 5,881 | | | | | $ | 3,259 | | |
Contract expense
|
| | | | 262 | | | | | | 307 | | |
Other
|
| | | | 809 | | | | | | 569 | | |
Total deferred tax assets
|
| | | | 6,952 | | | | | | 4,135 | | |
Less: valuation allowance
|
| | | | (6,910) | | | | | | (3,986) | | |
Net Deferred Tax Assets
|
| | | | 42 | | | | | | 149 | | |
Deferred Tax Liabilities | | | | | | | | | | | | | |
Fixed assets
|
| | | | (42) | | | | | | (149) | | |
Total deferred tax liabilities
|
| | | | (42) | | | | | | (149) | | |
Net Deferred Tax Liabilities
|
| | | | (42) | | | | | | (149) | | |
Net Deferred Tax Assets/Liabilities
|
| | | $ | — | | | | | $ | — | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
January 1, | | | | $ | 3,986 | | | | | $ | 2,008 | | | | | $ | 2,116 | | |
Additions – Charged
|
| | | | 2,924 | | | | | | 1,731 | | | | | | — | | |
Deductions – Charged
|
| | | | — | | | | | | — | | | | | | (108) | | |
Other
|
| | | | | | | | | | 247 | | | | | | | | |
December 31, | | | | $ | 6,910 | | | | | $ | 3,986 | | | | | $ | 2,008 | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Loss Before Income Tax Expense
|
| | | $ | (12,667) | | | | | $ | (6,557) | | | | | $ | (2,465) | | |
Income tax benefit at federal statutory rates
|
| | | | (2,660) | | | | | | (1,377) | | | | | | (838) | | |
State and local income taxes
|
| | | | (471) | | | | | | (238) | | | | | | (81) | | |
Investment remeasurement
|
| | | | — | | | | | | (126) | | | | | | — | | |
Valuation allowances
|
| | | | 2,924 | | | | | | 1,731 | | | | | | (108) | | |
Impact of federal rate change
|
| | | | — | | | | | | — | | | | | | 991 | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | 293 | | | | | | 57 | | | | | | 27 | | |
Other
|
| | | | (75) | | | | | | (44) | | | | | | 13 | | |
Total Income Tax Expense
|
| | | $ | 11 | | | | | $ | 3 | | | | | $ | 4 | | |
Effective Tax Rate
|
| | | | (.09)% | | | | | | (.05)% | | | | | | (.16)% | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Numerator: | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (12,678) | | | | | $ | (6,560) | | | | | $ | (2,469) | | |
Redeemable Convertible Preferred Stock dividends (undeclared and cumulative)
|
| | | | (1,579) | | | | | | (1,014) | | | | | | (274) | | |
Net loss attributable to common stockholders
|
| | | | (14,257) | | | | | | (7,574) | | | | | | (2,743) | | |
Denominator: | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 3,716,526 | | | | | | 3,716,526 | | | | | | 3,660,679 | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (3.84) | | | | | $ | (2.04) | | | | | $ | (0.75) | | |
| | |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Redeemable Convertible Preferred Stock outstanding
|
| | | | 2,034,751 | | | | | | 1,220,851 | | | | | | 1,220,851 | | |
Convertible notes payable
|
| | | | 282,211 | | | | | | — | | | | | | — | | |
Stock warrants
|
| | | | 68,581 | | | | | | 23,460 | | | | | | 22,985 | | |
Stock options outstanding to purchase shares of common stock
|
| | | | 433,326 | | | | | | 416,702 | | | | | | 175,150 | | |
Total | | | | | 2,818,869 | | | | | | 1,661,013 | | | | | | 1,418,986 | | |
| | |
Total purchases from vendor to total purchases
for the year ended December 31, |
| |||||||||||||||
Vendor
|
| |
2019
|
| |
2018
|
| |
2017
|
| |||||||||
Vendor A
|
| | | | —% | | | | | | —% | | | | | | 12% | | |
Vendor B
|
| | | | 12% | | | | | | —% | | | | | | —% | | |
| | |
Accounts payable to the
vendor as of December 31, |
| |||||||||
Vendor
|
| |
2019
|
| |
2018
|
| ||||||
Vendor A
|
| | | $ | — | | | | | $ | — | | |
Vendor B
|
| | | $ | 257 | | | | | $ | — | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,742 | | | | | $ | 3,214 | | |
Restricted cash
|
| | | | 461 | | | | | | 888 | | |
Marketable securities – at fair value
|
| | | | 975 | | | | | | — | | |
Accounts receivable, net
|
| | | | 2,961 | | | | | | 3,256 | | |
Inventories
|
| | | | 8,426 | | | | | | 7,625 | | |
Other current assets
|
| | | | 481 | | | | | | 234 | | |
Total Current Assets
|
| | | | 17,046 | | | | | | 15,217 | | |
Property and equipment, net
|
| | | | 519 | | | | | | 631 | | |
Lease vehicles, net
|
| | | | 200 | | | | | | 444 | | |
Other assets
|
| | | | 315 | | | | | | 343 | | |
Total Assets
|
| | | $ | 18,080 | | | | | $ | 16,635 | | |
Liabilities, Redeemable Convertible Preferred Stock, Stockholders’ Equity (Deficit) | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | |
Long-term debt, current
|
| | | $ | 3,321 | | | | | $ | 2,825 | | |
Floor plan notes payable
|
| | | | 6,696 | | | | | | 6,739 | | |
Accounts payable
|
| | | | 3,027 | | | | | | 2,134 | | |
Accrued expenses
|
| | | | 2,347 | | | | | | 1,576 | | |
Accrued expenses – related party
|
| | | | 4,576 | | | | | | 3,102 | | |
Other current liabilities
|
| | | | 319 | | | | | | 434 | | |
Total Current Liabilities
|
| | | | 20,286 | | | | | | 16,810 | | |
Long-term debt, less current portion
|
| | | | 1,749 | | | | | | — | | |
Redeemable convertible preferred stock tranche obligation
|
| | | | 2,793 | | | | | | 3,755 | | |
Other liabilities
|
| | | | 1,672 | | | | | | 931 | | |
Total Liabilities
|
| | | | 26,500 | | | | | | 21,496 | | |
Commitments and Contingencies (Note 16)
|
| | | | — | | | | | | — | | |
Redeemable Convertible Preferred Stock: | | | | | | | | | | | | | |
Series A Preferred Stock $0.001 stated value; authorized 3,052,127 shares; issued
and outstanding 2,034,751, as of September 30, 2020 and December 31, 2019; aggregate liquidation preference of $36,388 and $34,300 as of September 30, 2020 and December 31, 2019, respectively |
| | | | 17,560 | | | | | | 17,560 | | |
Stockholders’ Equity (Deficit): | | | | | | | | | | | | | |
Common stock, $0.001 par value; authorized 7,600,000 shares, issued 3,869,118 shares, and outstanding 3,716,526 shares
|
| | | | 4 | | | | | | 4 | | |
Additional paid-in capital
|
| | | | 5,198 | | | | | | 6,560 | | |
Accumulated deficit
|
| | | | (29,698) | | | | | | (27,485) | | |
Accumulated other comprehensive income
|
| | | | 16 | | | | | | — | | |
Treasury stock, $0.001 par value; 152,592 shares
|
| | | | (1,500) | | | | | | (1,500) | | |
Total Stockholders’ Equity (Deficit)
|
| | | | (25,980) | | | | | | (22,421) | | |
Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
| | | $ | 18,080 | | | | | $ | 16,635 | | |
| | |
Nine Months
Ended September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Revenues: | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 71,388 | | | | | $ | 66,914 | | |
Wholesale vehicle sales
|
| | | | 7,124 | | | | | | 6,427 | | |
Finance and insurance, net
|
| | | | 2,697 | | | | | | 2,312 | | |
Lease income, net
|
| | | | 373 | | | | | | 416 | | |
Total Revenues
|
| | | | 81,582 | | | | | | 76,069 | | |
Cost of sales (exclusive of depreciation)
|
| | | | 72,805 | | | | | | 69,341 | | |
Gross Profit
|
| | | | 8,777 | | | | | | 6,728 | | |
Operating Expenses: | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 11,173 | | | | | | 13,629 | | |
Depreciation expense
|
| | | | 269 | | | | | | 412 | | |
Management fee expense – related party
|
| | | | 195 | | | | | | 186 | | |
Total Operating Expenses
|
| | | | 11,637 | | | | | | 14,227 | | |
Loss from Operations
|
| | | | (2,860) | | | | | | (7,499) | | |
Interest Expense
|
| | | | 360 | | | | | | 518 | | |
Other Income (Expense), net | | | | | | | | | | | | | |
Change in fair value of warrants liability
|
| | | | 30 | | | | | | 18 | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | 962 | | | | | | (336) | | |
Other income (expense)
|
| | | | 28 | | | | | | (227) | | |
Total Other Income (Expense), net
|
| | | | 1,020 | | | | | | (545) | | |
Loss Before Income Tax Expense
|
| | | | (2,200) | | | | | | (8,562) | | |
Income Tax Expense
|
| | | | 12 | | | | | | 7 | | |
Net Loss
|
| | | $ | (2,212) | | | | | $ | (8,569) | | |
Redeemable convertible preferred stock dividends (undeclared and
cumulative) |
| | | | (1,399) | | | | | | (1,128) | | |
Net loss attributable to common stockholders
|
| | | $ | (3,611) | | | | | $ | (9,697) | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (0.97) | | | | | $ | (2.61) | | |
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted
|
| | | | 3,716,526 | | | | | | 3,716,526 | | |
| | |
Nine Months
Ended September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Net loss
|
| | | $ | (2,212) | | | | | $ | (8,569) | | |
Other comprehensive income, net of tax: | | | | | | | | | | | | | |
Unrealized gains on marketable securities arising during the period
|
| | | | 14 | | | | | | — | | |
Tax effect
|
| | | | — | | | | | | — | | |
Unrealized gains on marketable securities arising during the period, net of tax
|
| | | | 14 | | | | | | — | | |
Reclassification adjustment for realized losses
|
| | | | 2 | | | | | | — | | |
Tax effect
|
| | | | — | | | | | | — | | |
Reclassification adjustment for realized losses, net of tax
|
| | | | 2 | | | | | | — | | |
Other Comprehensive Income, net of tax
|
| | | | 16 | | | | |
|
—
|
| |
Total Comprehensive Income
|
| | | $ | (2,196) | | | | | $ | (8,569) | | |
| | |
Redeemable
Convertible Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income |
| |
Treasury Stock
|
| |
Stockholders’
Equity (Deficit) |
| |||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| | | | | | | | | | | | | | | | | | | |
Shares
|
| |
Amount
|
| | | | | | | ||||||||||||||||||
Balance December 31, 2019
|
| | | | 2,034,751 | | | | | $ | 17,560 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 6,560 | | | | | $ | (27,485) | | | | | $ | — | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (22,421) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,212) | | | | | | | | | | | | — | | | | | | — | | | | | | (2,212) | | |
Other comprehensive income, net of
tax |
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16 | | | | | | — | | | | | | — | | | | | | 16 | | |
Accrued dividends on redeemable convertible preferred stock
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (1,399) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,399) | | |
Stock-based compensation
|
| | | | — | | | | | | | | | | | | | — | | | | | | — | | | | | | 37 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37 | | |
Balance September 30, 2020
|
| | | | 2,034,751 | | | | | $ | 17,560 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 5,198 | | | | | $ | (29,697) | | | | | $ | 16 | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (25,979) | | |
| | |
Redeemable
Convertible Preferred Stock |
| | |
Common Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income |
| |
Treasury Stock
|
| |
Stockholders’
Equity (Deficit) |
| |||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| | | | | | | | | | | | | | | | | | | |
Shares
|
| |
Amount
|
| | | | | | | ||||||||||||||||||
Balance December 31, 2018
|
| | | | 1,220,851 | | | | | $ | 8,670 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 8,026 | | | | | $ | (14,807) | | | | | $ | — | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (8,277) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,569) | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,569) | | |
Redeemable convertible preferred stock issuance
|
| | | | 813,900 | | | | | | 8,890 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accrued dividends on redeemable convertible preferred stock
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | (1,128) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,128) | | |
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 45 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45 | | |
Balance September 30, 2019
|
| | | | 2,034,751 | | | | | $ | 17,560 | | | | | | | 3,869,118 | | | | | $ | 4 | | | | | $ | 6,943 | | | | | $ | (23,376) | | | | | $ | — | | | | | | (152,592) | | | | | $ | (1,500) | | | | | $ | (17,929) | | |
| | |
Nine Months
Ended September 30, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash Flow from Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,212) | | | | | | (8,569) | | |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | | | | | |
Depreciation – property and equipment
|
| | | | 148 | | | | | | 205 | | |
Depreciation – lease vehicles
|
| | | | 121 | | | | | | 207 | | |
Loss on disposition of property and equipment
|
| | | | — | | | | | | 276 | | |
Gain on marketable securities
|
| | | | (13) | | | | | | — | | |
Provision for doubtful accounts
|
| | | | 5 | | | | | | 11 | | |
Share-based compensation expense
|
| | | | 37 | | | | | | 45 | | |
Change in fair value of warrants liability
|
| | | | (30) | | | | | | (18) | | |
Amortization of debt issuance costs and stock warrant
|
| | | | 18 | | | | | | — | | |
Change in fair value of redeemable convertible preferred stock tranche obligation
|
| | | | (962) | | | | | | 336 | | |
Change in Operating Assets and Liabilities: | | | | | | | | | | | | | |
Accounts receivable
|
| | | | 290 | | | | | | (916) | | |
Inventories
|
| | | | (602) | | | | | | 2,497 | | |
Other current assets
|
| | | | (247) | | | | | | (55) | | |
Other assets
|
| | | | 28 | | | | | | (85) | | |
Accounts payable
|
| | | | 893 | | | | | | 582 | | |
Accrued expenses
|
| | | | 771 | | | | | | 822 | | |
Accrued expenses – related party
|
| | | | 75 | | | | | | — | | |
Other current liabilities
|
| | | | (115) | | | | | | 182 | | |
Other liabilities
|
| | | | 756 | | | | | | 463 | | |
Net Cash Used in Operating Activities
|
| | | | (1,039) | | | | | | (4,017) | | |
Cash Flows from Investing Activities | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (37) | | | | | | (180) | | |
Purchase of marketable securities
|
| | | | (999) | | | | | | — | | |
Proceeds from sales of marketable securities
|
| | | | 53 | | | | | | — | | |
Purchase of lease vehicles
|
| | | | (76) | | | | | | (129) | | |
Net Cash Used in Investing Activities
|
| | | | (1,059) | | | | | | (309) | | |
Cash Flows from Financing Activities | | | | | | | | | | | | | |
Issuance of redeemable convertible preferred stock
|
| | | | — | | | | | | 7,988 | | |
Payments made on long-term debt
|
| | | | (7) | | | | | | (336) | | |
Borrowings on long-term debt
|
| | | | 2,249 | | | | | | — | | |
Payments on floor plan notes payable
|
| | | | (16,877) | | | | | | (32,581) | | |
Borrowings on floor plan notes payable
|
| | | | 16,834 | | | | | | 30,489 | | |
Net Cash Provided by Financing Activities
|
| | | | 2,199 | | | | | | 5,560 | | |
Net Change in Cash and Cash Equivalents Including Restricted Cash
|
| | | | 101 | | | | | | 1,234 | | |
Cash and cash equivalents and restricted cash, beginning
|
| | | | 4,102 | | | | | | 1,570 | | |
Cash and cash equivalents and restricted cash, ending
|
| | | $ | 4,203 | | | | | $ | 2,804 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cash paid for interest
|
| | | $ | 248 | | | | | $ | 374 | | |
Supplementary Schedule of Non-cash Investing and Financing Activities: | | | | | | | | | | | | | |
Transfer from property and equipment to inventory
|
| | | $ | — | | | | | $ | 14 | | |
Transfer from lease vehicles to inventory
|
| | | $ | 199 | | | | | $ | 164 | | |
Redeemable convertible preferred stock distributions accrued
|
| | | $ | 1,399 | | | | | $ | 1,128 | | |
Issuance of common stock warrants
|
| | | $ | 15 | | | | | | — | | |
Settlement of redeemable convertible preferred stock tranche obligation
|
| | | $ | — | | | | | $ | (902) | | |
| | |
Nine Months Ended September 30, 2020
|
| |||||||||||||||
| | |
Vehicle Sales
|
| |
Fleet
Management |
| |
Total
|
| |||||||||
Retail vehicle sales
|
| | | $ | 71,388 | | | | | $ | — | | | | | $ | 71,388 | | |
Wholesale vehicle sales
|
| | | | 7,124 | | | | | | — | | | | | | 7,124 | | |
Finance and insurance, net
|
| | | | 2,697 | | | | | | — | | | | | | 2,697 | | |
Lease income, net
|
| | | | — | | | | | | 373 | | | | | | 373 | | |
Total Revenues
|
| | | $ | 81,209 | | | | | $ | 373 | | | | | $ | 81,582 | | |
| | |
Nine Months Ended September 30, 2019
|
| |||||||||||||||
| | |
Vehicle Sales
|
| |
Fleet
Management |
| |
Total
|
| |||||||||
Retail vehicle sales
|
| | | $ | 66,914 | | | | | $ | — | | | | | $ | 66,914 | | |
Wholesale vehicle sales
|
| | | | 6,427 | | | | | | — | | | | | | 6,427 | | |
Finance and insurance, net
|
| | | | 2,312 | | | | | | — | | | | | | 2,312 | | |
Lease income, net
|
| | | | — | | | | | | 416 | | | | | | 416 | | |
Total Revenues
|
| | | $ | 75,653 | | | | | $ | 416 | | | | | $ | 76,069 | | |
| | |
2020
|
| |
2019
|
| ||||||
Retail vehicles: | | | | | | | | | | | | | |
Retail vehicle sales
|
| | | $ | 71,388 | | | | | $ | 66,914 | | |
Retail vehicle cost of sales
|
| | | | 65,723 | | | | | | 62,264 | | |
Gross Profit – Retail Vehicles
|
| | | $ | 5,665 | | | | | $ | 4,650 | | |
Wholesale vehicles:
|
| | | | | | | | | | | | |
Wholesale vehicle sales
|
| | | $ | 7,124 | | | | | $ | 6,427 | | |
Wholesale vehicle cost of sales
|
| | | | 7,082 | | | | | | 7,077 | | |
Gross Profit – Wholesale Vehicles
|
| | | $ | 42 | | | | | $ | (650) | | |
| | |
Amortized
Cost/ Cost Basis |
| |
Gross
Unrealized Gains |
| |
Gross
Unrealized Losses |
| |
Estimated
Fair Value |
| ||||||||||||
U.S. Treasuries
|
| | | $ | 240 | | | | | $ | 7 | | | | | $ | — | | | | | $ | 247 | | |
Corporate bonds
|
| | | | 261 | | | | | | 6 | | | | | | (1) | | | | | | 266 | | |
U.S. states, territories, and political subdivisions
|
| | | | 142 | | | | | | 4 | | | | | | — | | | | | | 146 | | |
Total Fixed Maturity Debt Securities
|
| | | $ | 643 | | | | | $ | 17 | | | | | $ | (1) | | | | | $ | 659 | | |
| | |
Amortized Cost
|
| |
Fair Value
|
| ||||||
Due in one year or less
|
| | | $ | 77 | | | | | $ | 78 | | |
Due after one year through five years
|
| | | | 353 | | | | | | 361 | | |
Due after five years through ten years
|
| | | | 213 | | | | | | 220 | | |
Total | | | | $ | 643 | | | | | $ | 659 | | |
| | |
Less Than 12 Months
|
| |
12 Months or More
|
| |
Total
|
| |||||||||||||||||||||||||||
| | |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| |
Estimated
Fair Value |
| |
Unrealized
Losses |
| ||||||||||||||||||
Corporate bonds
|
| | | $ | 59 | | | | | $ | (1) | | | | | $ | — | | | | | $ | — | | | | | $ | 59 | | | | | $ | (1) | | |
Total Fixed Maturity Debt Securities
|
| | | $ | 59 | | | | | $ | (1) | | | | | $ | — | | | | | $ | — | | | | | $ | 59 | | | | | $ | (1) | | |
| | |
Cost
|
| |
Estimated
Fair Value |
| ||||||
Equity securities
|
| | | $ | 301 | | | | | $ | 316 | | |
| | |
Proceeds
|
| |
Gross
Realized Gains |
| |
Gross
Realized Losses |
| |
Net
Realized Losses |
| ||||||||||||
Fixed maturity debt securities
|
| | | $ | 18 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity securities
|
| | | | 35 | | | | | | — | | | | | | (2) | | | | | | (2) | | |
Total Marketable Securities
|
| | | $ | 53 | | | | | $ | — | | | | | $ | (2) | | | | | $ | (2) | | |
| | |
September 30, 2020
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 261 | | | | | $ | — | | | | | $ | — | | | | | $ | 261 | | |
Equity securities
|
| | | | 316 | | | | | | — | | | | | | — | | | | | | 316 | | |
Fixed maturity debt securities
|
| | | | 247 | | | | | | 412 | | | | | | | | | | | | 659 | | |
Total Assets:
|
| | | $ | 824 | | | | | $ | 412 | | | | | $ | — | | | | | $ | 1,236 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred stock tranche obligation
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,793 | | | | | $ | 2,793 | | |
Stock warrants liability
|
| | | | — | | | | | | — | | | | | | 100 | | | | | | 100 | | |
Total Liabilities:
|
| | | $ | — | | | | | $ | — | | | | | $ | 2,893 | | | | | $ | 2,893 | | |
| | |
December 31, 2019
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Money market funds
|
| | | $ | 688 | | | | | $ | — | | | | | $ | — | | | | | $ | 688 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Redeemable convertible preferred stock tranche obligation
|
| | | $ | — | | | | | $ | — | | | | | $ | 3,755 | | | | | $ | 3,755 | | |
Stock warrants liability
|
| | | | — | | | | | | — | | | | | | 115 | | | | | | 115 | | |
Total Liabilities:
|
| | | $ | — | | | | | $ | — | | | | | $ | 3,870 | | | | | $ | 3,870 | | |
| | |
January 1,
2020 |
| |
Issuances
|
| |
Settlements
|
| |
Change in
fair value |
| |
September 30,
2020 |
| |||||||||||||||
Redeemable convertible preferred stock tranche obligation
|
| | | $ | 3,755 | | | | | $ | — | | | | | $ | — | | | | | $ | (962) | | | | | $ | 2,793 | | |
Stock warrants liability
|
| | | | 115 | | | | | | 15 | | | | | | — | | | | | | (30) | | | | | | 100 | | |
Total | | | | $ | 3,870 | | | | | $ | 15 | | | | | $ | — | | | | | $ | (992) | | | | | $ | 2,893 | | |
| | |
January 1,
2019 |
| |
Issuances
|
| |
Settlements
|
| |
Change in
fair value |
| |
September 30,
2019 |
| |||||||||||||||
Redeemable convertible preferred stock tranche obligation
|
| | | $ | 3,261 | | | | | $ | — | | | | | $ | (902) | | | | | $ | 336 | | | | | $ | 2,695 | | |
Stock warrants liability
|
| | | | 67 | | | | | | — | | | | | | — | | | | | | (18) | | | | | | 49 | | |
Total | | | | $ | 3,328 | | | | | $ | — | | | | | $ | (902) | | | | | $ | 318 | | | | | $ | 2,744 | | |
| | |
September 30, 2020
|
| |
December 31, 2019
|
| ||||||
Expected volatility
|
| | | | 45.00% | | | | | | 45.00% | | |
Expected dividend yield
|
| | | | 0.00% | | | | | | 0.00% | | |
Expected term (in years)
|
| |
4.25 years
|
| |
5 years
|
| ||||||
Risk-free interest rate
|
| | | | 0.24% | | | | | | 1.69% | | |
Marketability discount
|
| | | | 50.00% | | | | | | 50.00% | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Contracts in transit
|
| | | $ | 2,208 | | | | | $ | 2,645 | | |
Trade
|
| | | | 196 | | | | | | 202 | | |
Finance commission
|
| | | | 85 | | | | | | 87 | | |
Other
|
| | | | 504 | | | | | | 349 | | |
Total
|
| | | | 2,993 | | | | | | 3,283 | | |
Allowance for doubtful accounts
|
| | | | (32) | | | | | | (27) | | |
Total Accounts Receivable, net
|
| | | $ | 2,961 | | | | | $ | 3,256 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Used vehicles
|
| | | $ | 8,417 | | | | | $ | 7,592 | | |
Parts
|
| | | | 9 | | | | | | 33 | | |
Total | | | | $ | 8,426 | | | | | $ | 7,625 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Leasehold improvements
|
| | | $ | 695 | | | | | $ | 688 | | |
Furniture, fixtures and equipment
|
| | | | 722 | | | | | | 715 | | |
Corporate vehicles
|
| | | | 120 | | | | | | 104 | | |
Total property and equipment
|
| | | | 1,537 | | | | | | 1,507 | | |
Less: accumulated depreciation
|
| | | | (1,018) | | | | | | (876) | | |
Property and Equipment, net
|
| | | $ | 519 | | | | | $ | 631 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Vehicles
|
| | | $ | 687 | | | | | $ | 1,083 | | |
Less: accumulated depreciation
|
| | | | (487) | | | | | | (639) | | |
Total Lease Vehicles, net
|
| | | $ | 200 | | | | | $ | 444 | | |
Year
|
| |
Minimum Rental
Receipts Under Operating Leases |
| |||
2020 (remaining)
|
| | | $ | 33 | | |
2021
|
| | | | 12 | | |
2022
|
| | | | 6 | | |
Total | | | | $ | 51 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Other Current Assets: | | | | | | | | | | | | | |
Lease receivable, net
|
| | | $ | 19 | | | | | $ | 13 | | |
Deferred acquisition costs
|
| | | | 71 | | | | | | 32 | | |
Prepaid expenses
|
| | | | 391 | | | | | | 189 | | |
Total Other Current Assets
|
| | | $ | 481 | | | | | $ | 234 | | |
Other Assets: | | | | | | | | | | | | | |
Lease receivable, net
|
| | | $ | 17 | | | | | $ | 38 | | |
Deferred acquisition costs
|
| | | | 46 | | | | | | 50 | | |
Security deposits
|
| | | | 252 | | | | | | 255 | | |
Total Other Assets
|
| | | $ | 315 | | | | | $ | 343 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Term note payable
|
| | | $ | 2 | | | | | $ | 9 | | |
Convertible notes payable, net
|
| | | | 3,319 | | | | | | 2,816 | | |
Paycheck protection program loan
|
| | | | 1,749 | | | | | | — | | |
| | | | | 5,070 | | | | | | 2,825 | | |
Current portion of long-term debt
|
| | | | (3,321) | | | | | | (2,825) | | |
Long-term Debt
|
| | | $ | 1,749 | | | | | $ | — | | |
|
Maturity
|
| |
4.25 years
|
| |||
|
Risk-free interest rate
|
| | | | 0.24% | | |
|
Volatility
|
| | | | 60.00% | | |
|
Dividend yield
|
| | | | 0.00% | | |
|
Weighted average fair value per share
|
| | | | 1.32 | | |
| | |
September 30,
2020 |
| |
September 30,
2019 |
| ||||||
Stock warrants outstanding
|
| | | | 63,297 | | | | | | 23,460 | | |
Stock warrants issued with convertible notes payable
|
| | | | 12,903 | | | | | | — | | |
Stock warrants cancelled
|
| | | | — | | | | | | — | | |
Stock warrants exercised
|
| | | | — | | | | | | — | | |
Stock warrants vested
|
| | | | 76,200 | | | | | | 23,460 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
License and title fees
|
| | | $ | 528 | | | | | $ | 399 | | |
Payroll and bonuses
|
| | | | 597 | | | | | | 388 | | |
Deferred rent
|
| | | | 337 | | | | | | 300 | | |
Other accrued expenses
|
| | | | 885 | | | | | | 489 | | |
Total Accrued Expenses
|
| | | $ | 2,347 | | | | | $ | 1,576 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
Other Liabilities, Current | | | | | | | | | | | | | |
Unearned insurance premiums
|
| | | $ | 319 | | | | | $ | 434 | | |
Other Liabilities | | | | | | | | | | | | | |
Unearned insurance premiums
|
| | | | 1,459 | | | | | | 719 | | |
Other long-term liabilities
|
| | | | 113 | | | | | | 97 | | |
Stock warrants liability
|
| | | | 100 | | | | | | 115 | | |
Other Liabilities, Long-term
|
| | | $ | 1,672 | | | | | $ | 931 | | |
| | |
Total Per Year
|
| |||
2020 (remaining)
|
| | | $ | 502 | | |
2021
|
| | | | 1,963 | | |
2022
|
| | | | 1,995 | | |
2023
|
| | | | 1,830 | | |
2024
|
| | | | 878 | | |
Thereafter
|
| | | | 1,409 | | |
Total | | | | $ | 8,577 | | |
| | |
Payments Due to
Third-Parties |
| |
Future Receipts
|
| ||||||
2020 (remaining)
|
| | | $ | 381 | | | | | $ | 465 | | |
2021
|
| | | | 1,356 | | | | | | 1,639 | | |
2022
|
| | | | 865 | | | | | | 1,045 | | |
2023
|
| | | | 455 | | | | | | 540 | | |
2024
|
| | | | 94 | | | | | | 112 | | |
Total | | | | $ | 3,151 | | | | | $ | 3,801 | | |
| | |
Number of
Stock Options |
| |
Weighted Average
Exercise Price |
| ||||||
Balance (December 31, 2019)
|
| | | | 154,150 | | | | | $ | 6.03 | | |
Granted
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | — | | | | | | | | |
Balance (September 30, 2020)
|
| | | | 154,150 | | | | | | 6.03 | | |
Vested (as of September 30, 2020)
|
| | | | 146,613 | | | | | $ | 5.99 | | |
| | |
Number of
Stock Options |
| |
Weighted Average
Exercise Price |
| ||||||
Balance (December 31, 2018)
|
| | | | 161,650 | | | | | $ | 6.07 | | |
Granted
|
| | | | — | | | | | | — | | |
Forfeited
|
| | | | (7,500) | | | | | | 6.82 | | |
Balance (September 30, 2019)
|
| | | | 154,150 | | | | | | 6.03 | | |
Vested (as of September 30, 2019)
|
| | | | 136,450 | | | | | $ | 5.93 | | |
| | |
Number of
Stock Options |
| |
Weighted Average
Remaining Contractual Life |
| |
Weighted Average
Exercise Price |
| ||||||
Outstanding
|
| | | | 154,150 | | | |
1.92 years
|
| | | $ | 6.03 | | |
Exercisable
|
| | | | 146,613 | | | |
1.92 years
|
| | | $ | 5.99 | | |
| | |
Number of Units
|
| |
Weighted Averaged
Exercise Price |
| ||||||
Balance (December 31, 2019)
|
| | | | 279,176 | | | | | $ | 9.82 | | |
Granted
|
| | | | 109,500 | | | | | | 9.82 | | |
Forfeited
|
| | | | — | | | | | | — | | |
Balance (September 30, 2020)
|
| | | | 388,676 | | | | | $ | 9.82 | | |
| | |
Number of Units
|
| |
Weighted Averaged
Exercise Price |
| ||||||
Balance (December 31, 2018)
|
| | | | 255,052 | | | | | $ | 9.82 | | |
Granted
|
| | | | 9,000 | | | | | | 9.82 | | |
Forfeited
|
| | | | (4,500) | | | | | | — | | |
Balance (September 30, 2019)
|
| | | | 259,552 | | | | | $ | 9.82 | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (2,212) | | | | | $ | (8,569) | | |
Redeemable convertible preferred stock dividends undeclared and cumulative
|
| | | | (1,399) | | | | | | (1,128) | | |
Net loss attributable to common stockholders
|
| | | | (3,611) | | | | | | (9,697) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average common shares outstanding, basic and diluted
|
| | | | 3,716,526 | | | | | | 3,716,526 | | |
Net loss per share attributable to common stockholders, basic and diluted
|
| | | $ | (0.97) | | | | | $ | (2.61) | | |
| | |
2020
|
| |
2019
|
| ||||||
Series A Preferred Stock outstanding
|
| | | | 2,034,751 | | | | | | 2,034,751 | | |
Convertible notes payable
|
| | | | 343,754 | | | | | | — | | |
Stock warrants
|
| | | | 76,200 | | | | | | 23,460 | | |
Stock options outstanding to purchase shares of common stock
|
| | | | 542,826 | | | | | | 413,702 | | |
Total | | | | | 2,997,531 | | | | | | 2,471,913 | | |
| | |
Total purchases from vendor to total
purchases for the nine months period ended September 30, |
| |||||||||
Vendor
|
| |
2020
|
| |
2019
|
| ||||||
Vendor A
|
| | | | 23% | | | | | | —% | | |
Vendor B
|
| | | | 15% | | | | | | 12% | | |
Vendor C
|
| | | | 11% | | | | | | —% | | |
| | |
December 31,
2019 |
| |
December 31,
2018 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,600,833 | | | | | $ | 12,000 | | |
Prepaid income taxes
|
| | | | 120,579 | | | | | | — | | |
Prepaid expenses
|
| | | | 96,208 | | | | | | — | | |
Total Current Assets
|
| | | | 1,817,620 | | | | | | 12,000 | | |
Deferred offering costs
|
| | | | — | | | | | | 294,004 | | |
Cash and marketable securities held in Trust Account
|
| | | | 309,840,375 | | | | | | — | | |
Total Assets
|
| | | $ | 311,657,995 | | | | | $ | 306,004 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accrued expenses
|
| | | $ | 214,813 | | | | | $ | — | | |
Promissory note – related party
|
| | | | — | | | | | | 283,754 | | |
Total Current Liabilities
|
| | | | 214,813 | | | | | | 283,754 | | |
Deferred underwriting fee payable
|
| | | | 10,695,063 | | | | | | — | | |
Total Liabilities
|
| | | | 10,909,876 | | | | | | 283,754 | | |
Commitments and contingencies (Note 5) | | | | | | | | | | | | | |
Common stock subject to possible redemption, 29,574,811 shares at $10.00 per share as of December 31, 2019
|
| | | | 295,748,110 | | | | | | — | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued
and outstanding |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized;
982,511 and no shares issued and outstanding (excluding 29,574,811 and no shares subject to possible redemption) as of December 31, 2019 and 2018, respectively |
| | | | 98 | | | | | | — | | |
Class B common stock, $0.0001 par value; 15,000,000 shares authorized; 7,639,330 and 8,625,000(1) shares issued and outstanding at December 31, 2019 and 2018, respectively
|
| | | | 764 | | | | | | 863 | | |
Additional paid in capital
|
| | | | 1,523,695 | | | | | | 24,137 | | |
Retained earnings/(Accumulated deficit)
|
| | | | 3,475,452 | | | | | | (2,750) | | |
Total Stockholders’ Equity
|
| | | | 5,000,009 | | | | | | 22,250 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 311,657,995 | | | | | $ | 306,004 | | |
| | |
Year Ended
December 31, 2019 |
| |
For the Period
From November 7, 2018 (Inception) Through December 31, 2018 |
| ||||||
Operating costs
|
| | | $ | 932,834 | | | | | $ | 2,750 | | |
Loss from operations
|
| | | | (932,834) | | | | | | (2,750) | | |
Other income: | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 5,531,557 | | | | | | — | | |
Income (loss) before provision for income taxes
|
| | | | 4,598,723 | | | | | | (2,750) | | |
Provision for income taxes
|
| | | | (1,120,521) | | | | | | — | | |
Net income (loss)
|
| | | $ | 3,478,202 | | | | | $ | (2,750) | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 30,479,514 | | | | | | — | | |
Basic and diluted net income per share, Class A
|
| | | $ | 0.14 | | | | | | — | | |
Weighted average shares outstanding of Class B non-redeemable common stock
|
| | | | 7,601,435 | | | | | | 7,500,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.10) | | | | | $ | (0.00) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid in Capital |
| |
Retained
Earnings (Accumulated Deficit) |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – November 7, 2018 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor
|
| | | | | | | | | | | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,750) | | | | | | (2,750) | | |
Balance – December 31, 2018
|
| | | | — | | | | | | — | | | | | | 8,625,000 | | | | | | 863 | | | | | | 24,137 | | | | | | (2,750) | | | | | | 22,250 | | |
Sale of 30,557,322 Units, net of underwriting discount and offering costs
|
| | | | 30,557,322 | | | | | | 3,056 | | | | | | — | | | | | | — | | | | | | 288,133,146 | | | | | | — | | | | | | 288,136,202 | | |
Sale of 6,074,310 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,111,465 | | | | | | — | | | | | | 9,111,465 | | |
Forfeiture of Class B common stock by Sponsor
|
| | | | — | | | | | | — | | | | | | (985,670) | | | | | | (99) | | | | | | 99 | | | | | | — | | | | | | — | | |
Common stock subject to possible redemption
|
| | | | (29,574,811) | | | | | | (2,958) | | | | | | — | | | | | | — | | | | | | (295,745,152) | | | | | | — | | | | | | (295,748,110) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,478,202 | | | | | | 3,478,202 | | |
Balance – December 31, 2019
|
| | | | 982,511 | | | | | $ | 98 | | | | | | 7,639,330 | | | | | $ | 764 | | | | | $ | 1,523,695 | | | | | $ | 3,475,452 | | | | | $ | 5,000,009 | | |
| | |
Year Ended
December 31, 2019 |
| |
For the Period From
November 7, 2018 (Inception) Through December 31, 2018 |
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 3,478,202 | | | | | $ | (2,750) | | |
Adjustments to reconcile net income (loss) to net cash used in operating
activities: |
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (5,531,557) | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid income taxes
|
| | | | (120,579) | | | | | | — | | |
Prepaid expenses
|
| | | | (96,208) | | | | | | — | | |
Accrued expenses
|
| | | | 214,813 | | | | | | — | | |
Net cash used in operating activities
|
| | | | (2,055,329) | | | | | | (2,750) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (305,573,220) | | | | | | — | | |
Cash withdrawn from Trust Account
|
| | | | 1,264,402 | | | | | | — | | |
Net cash used in investing activities
|
| | | | (304,308,818) | | | | | | — | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 299,461,755 | | | | | | — | | |
Proceeds from sale of Private Placement Warrants
|
| | | | 9,111,465 | | | | | | — | | |
Repayment of advances from related party
|
| | | | (77,389) | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | 79,500 | | | | | | 70,000 | | |
Repayment of promissory note – related party
|
| | | | (400,000) | | | | | | — | | |
Payment of offering costs
|
| | | | (222,351) | | | | | | (80,250) | | |
Net cash provided by financing activities
|
| | | | 307,952,980 | | | | | | 14,750 | | |
Net Change in Cash
|
| | | | 1,588,833 | | | | | | 12,000 | | |
Cash – Beginning of period
|
| | | | 12,000 | | | | | | — | | |
Cash – End of period
|
| | | $ | 1,600,833 | | | | | $ | 12,000 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | 1,241,100 | | | | | | — | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | 292,267,800 | | | | | $ | — | | |
Change in value of common stock subject to possible redemption
|
| | | $ | 3,480,310 | | | | | $ | — | | |
Deferred underwriting fee payable
|
| | | $ | 10,695,063 | | | | | $ | — | | |
Payment of offering costs through promissory note and advances
|
| | | $ | 114,135 | | | | | $ | 213,754 | | |
| | |
December 31,
2019 |
| |||
Deferred tax asset | | | | | | | |
Organizational costs/Startup expenses
|
| | | $ | 153,773 | | |
Total deferred tax asset
|
| | | | 153,773 | | |
Valuation allowance
|
| | | | (153,773) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | |
| | |
December 31,
2019 |
| |||
Federal | | | | | | | |
Current
|
| | | $ | 1,120,521 | | |
Deferred
|
| | | | (153,773) | | |
State | | | | | | | |
Current
|
| | | | — | | |
Deferred
|
| | | | — | | |
Change in valuation allowance
|
| | | | 153,773 | | |
Income tax provision
|
| | | $ | 1,120,521 | | |
|
Statutory federal income tax rate
|
| | | | 21.0% | | |
|
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
|
Change in valuation allowance
|
| | | | 3.3% | | |
|
Income tax provision
|
| | | | 24.3% | | |
| | |
Held-To-Maturity
|
| |
Amortized Cost
|
| |
Gross
Holding Gain |
| |
Fair Value
|
| |||||||||
December 31, 2019
|
| |
U.S. Treasury Securities (Mature on 2/6/2020)
|
| | | $ | 309,688,279 | | | | | $ | 2,018 | | | | | $ | 309,690,297 | | |
| | |
September 30,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 429,605 | | | | | $ | 1,600,833 | | |
Prepaid income taxes
|
| | | | 154,720 | | | | | | 120,579 | | |
Prepaid expenses
|
| | | | 35,271 | | | | | | 96,208 | | |
Total Current Assets
|
| | | | 619,596 | | | | | | 1,817,620 | | |
Cash and marketable securities held in Trust Account
|
| | | | 310,896,645 | | | | | | 309,840,375 | | |
Total Assets
|
| | | $ | 311,516,241 | | | | | $ | 311,657,995 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities — Accrued expenses
|
| | | $ | 84,206 | | | | | $ | 214,813 | | |
Deferred underwriting fee payable
|
| | | | 10,695,063 | | | | | | 10,695,063 | | |
Total Liabilities
|
| | | | 10,779,269 | | | | | | 10,909,876 | | |
Commitments and Contingencies | | | | | | | | | | | | | |
Common stock subject to possible redemption, 29,573,697 and 29,574,811 shares as of September 30, 2020 and December 31, 2019, respectively (at $10.00 per share)
|
| | | | 295,736,970 | | | | | | 295,748,110 | | |
Stockholders’ Equity | | | | | | | | | | | | | |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 983,625 and 982,511 shares issued and outstanding (excluding 29,573,697 and 29,574,811 subject to possible redemption) as of September 30, 2020 and December 31, 2019, respectively
|
| | | | 98 | | | | | | 98 | | |
Class B common stock, $0.0001 par value; 15,000,000 shares authorized;
7,639,330 shares issued and outstanding at September 30, 2020 and December 31, 2019 |
| | | | 764 | | | | | | 764 | | |
Additional paid-in capital
|
| | | | 1,534,835 | | | | | | 1,523,695 | | |
Retained earnings
|
| | | | 3,464,305 | | | | | | 3,475,452 | | |
Total Stockholders’ Equity
|
| | | | 5,000,002 | | | | | | 5,000,009 | | |
Total Liabilities and Stockholders’ Equity
|
| | | $ | 311,516,241 | | | | | $ | 311,657,995 | | |
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Operating costs
|
| | | $ | 255,207 | | | | | $ | 268,252 | | | | | $ | 1,444,905 | | | | | $ | 658,473 | | |
Loss from operations
|
| | | | (255,207) | | | | | | (268,252) | | | | | | (1,444,905) | | | | | | (658,473) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | 98,485 | | | | | | 1,683,965 | | | | | | 1,775,617 | | | | | | 4,144,082 | | |
(Loss) income before income taxes
|
| | | | (156,722) | | | | | | 1,415,713 | | | | | | 330,712 | | | | | | 3,485,609 | | |
Provision for income taxes
|
| | | | (10,473) | | | | | | (343,567) | | | | | | (341,859) | | | | | | (839,471) | | |
Net (loss) income
|
| | | $ | (167,195) | | | | | $ | 1,072,146 | | | | | $ | (11,147) | | | | | $ | 2,646,138 | | |
Weighted average shares outstanding of Class A redeemable common stock
|
| | | | 30,557,322 | | | | | | 30,557,322 | | | | | | 30,557,322 | | | | | | 30,446,374 | | |
Basic and diluted net income per share, Class A
|
| | | $ | 0.00 | | | | | $ | 0.04 | | | | | $ | 0.04 | | | | | $ | 0.10 | | |
Weighted average shares outstanding of Class B non-redeemable common stock
|
| | | | 7,639,330 | | | | | | 7,639,330 | | | | | | 7,639,330 | | | | | | 7,588,618 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.03) | | | | | $ | (0.03) | | | | | $ | (0.17) | | | | | $ | (0.07) | | |
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance — January 1, 2020
|
| | | | 982,511 | | | | | $ | 98 | | | | | | 7,639,330 | | | | | $ | 764 | | | | | $ | 1,523,695 | | | | | $ | 3,475,452 | | | | | $ | 5,000,009 | | |
Change in value of common stock subject to possible redemption
|
| | | | (1,124) | | | | | | — | | | | | | — | | | | | | — | | | | | | (11,240) | | | | | | — | | | | | | (11,240) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,236 | | | | | | 11,236 | | |
Balance — March 31, 2020
|
| | | | 981,387 | | | | | | 98 | | | | | | 7,639,330 | | | | | | 764 | | | | | | 1,512,455 | | | | | | 3,486,688 | | | | | | 5,000,005 | | |
Change in value of common stock subject to possible redemption
|
| | | | (14,481) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (144,809) | | | | | | — | | | | | | (144,810) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 144,812 | | | | | | 144,812 | | |
Balance — June 30, 2020
|
| | | | 966,906 | | | | | | 97 | | | | | | 7,639,330 | | | | | | 764 | | | | | | 1,367,646 | | | | | | 3,631,500 | | | | | | 5,000,007 | | |
Change in value of common stock subject to possible redemption
|
| | | | 16,719 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 167,189 | | | | | | — | | | | | | 167,190 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (167,195) | | | | | | (167,195) | | |
Balance — September 30, 2020
|
| | | | 983,625 | | | | | $ | 98 | | | | | | 7,639,330 | | | | | $ | 764 | | | | | $ | 1,534,835 | | | | | $ | 3,464,305 | | | | | $ | 5,000,002 | | |
| | |
Common Stock
Class A |
| |
Class B
Common Stock (1) |
| |
Additional
Paid-in Capital |
| |
(Accumulated
Deficit) Retained Earnings |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance — January 1, 2019
|
| | | | — | | | | | $ | — | | | | | | 8,625,000 | | | | | $ | 863 | | | | | $ | 24,137 | | | | | $ | (2,750) | | | | | $ | 22,250 | | |
Sale of 30,000,000 Units, net of underwriting discount and offering costs
|
| | | | 30,000,000 | | | | | | 3,000 | | | | | | — | | | | | | — | | | | | | 282,866,510 | | | | | | — | | | | | | 282,869,510 | | |
Sale of 6,000,000 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,000,000 | | | | | | — | | | | | | 9,000,000 | | |
Common stock subject to possible redemption
|
| | | | (28,729,792) | | | | | | (2,873) | | | | | | — | | | | | | — | | | | | | (287,295,047) | | | | | | — | | | | | | (287,297,920) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 406,165 | | | | | | 406,165 | | |
Balance — March 31, 2019
|
| | | | 1,270,208 | | | | | | 127 | | | | | | 8,625,000 | | | | | | 863 | | | | | | 4,595,600 | | | | | | 403,415 | | | | | | 5,000,005 | | |
Sale of 557,322 Units, net of underwriting discount and offering costs
|
| | | | 557,322 | | | | | | 56 | | | | | | — | | | | | | — | | | | | | 5,266,636 | | | | | | — | | | | | | 5,266,692 | | |
Sale of 74,310 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 111,465 | | | | | | — | | | | | | 111,465 | | |
Forfeiture of Class B common stock by Sponsor
|
| | | | — | | | | | | — | | | | | | (985,670) | | | | | | (99) | | | | | | 99 | | | | | | — | | | | | | — | | |
Change in value of common stock subject to possible redemption
|
| | | | (654,598) | | | | | | (66) | | | | | | — | | | | | | — | | | | | | (6,545,914) | | | | | | — | | | | | | (6,545,980) | | |
Net income
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 1,167,827 | | | | | | 1,167,827 | | |
Balance — June 30, 2019
|
| | | | 1,172,932 | | | | | | 117 | | | | | | 7,639,330 | | | | | | 764 | | | | | | 3,427,886 | | | | | | 1,571,242 | | | | | | 5,000,009 | | |
Change in value of common stock subject to possible redemption
|
| | | | (107,215) | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (1,072,141) | | | | | | — | | | | | | (1,072,151) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,072,146 | | | | | | 1,072,146 | | |
Balance — September 30, 2019
|
| | | | 1,065,717 | | | | | $ | 107 | | | | | | 7,639,330 | | | | | $ | 764 | | | | | $ | 2,355,745 | | | | | $ | 2,643,388 | | | | | $ | 5,000,004 | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | (11,147) | | | | | $ | 2,646,138 | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (1,775,617) | | | | | | (4,144,082) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid income taxes
|
| | | | (34,141) | | | | | | (114,106) | | |
Prepaid expenses
|
| | | | 60,937 | | | | | | (126,084) | | |
Accrued expenses
|
| | | | (130,607) | | | | | | 153,297 | | |
Net cash used in operating activities
|
| | | | (1,890,575) | | | | | | (1,584,837) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | — | | | | | | (305,573,220) | | |
Cash withdrawn from Trust Account for franchise and income taxes
|
| | | | 719,347 | | | | | | 969,147 | | |
Net cash provided by (used in) investing activities
|
| | | | 719,347 | | | | | | (304,604,073) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | — | | | | | | 299,461,755 | | |
Proceeds from sale of Private Placement Warrants
|
| | | | — | | | | | | 9,111,465 | | |
Repayment of advances from related party
|
| | | | — | | | | | | (77,389) | | |
Proceeds from promissory note — related party
|
| | | | — | | | | | | 79,500 | | |
Repayment of promissory note — related party
|
| | | | — | | | | | | (400,000) | | |
Payment of offering costs
|
| | | | — | | | | | | (222,351) | | |
Net cash provided by financing activities
|
| | | | — | | | | | | 307,952,980 | | |
Net Change in Cash
|
| | | | (1,171,228) | | | | | | 1,764,070 | | |
Cash — Beginning of period
|
| | | | 1,600,833 | | | | | | 12,000 | | |
Cash — End of period
|
| | | $ | 429,605 | | | | | $ | 1,776,070 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash paid for income taxes
|
| | | $ | 376,000 | | | | | $ | 953,577 | | |
Non-cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of common stock subject to possible redemption
|
| | | $ | — | | | | | $ | 292,267,800 | | |
Change in value of common stock subject to possible redemption
|
| | | $ | (11,140) | | | | | $ | 2,648,251 | | |
Deferred underwriting fee payable
|
| | | $ | — | | | | | $ | 10,695,063 | | |
Payment of offering costs through promissory note and advances
|
| | | $ | — | | | | | $ | 114,135 | | |
| | |
Held-To-Maturity
|
| |
Amortized
Cost |
| |
Gross
Holding (Loss) Gain |
| |
Fair Value
|
| |||||||||
September 30, 2020
|
| |
U.S. Treasury Securities (Matures on 11/17/2020)
|
| | | $ | 285,882,793 | | | | | $ | (7,102) | | | | | $ | 285,875,691 | | |
December 31, 2019
|
| | U.S. Treasury Securities (Matured on 2/6/2020) | | | | $ | 309,688,279 | | | | | $ | 2,018 | | | | | $ | 309,690,297 | | |
| | |
(A)
Former CarLotz |
| |
(B)
Acamar Partners |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Balance Sheet |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 3,742 | | | | | $ | 430 | | | | | $ | 310,901 | | | | |
|
(1)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 125,000 | | | | |
|
(2)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (10,695) | | | | |
|
(3)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (39,225) | | | | |
|
(4)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (25) | | | | |
|
(5)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (71,736) | | | | |
|
(6)
|
| | | | $ | 318,391 | | |
Restricted cash
|
| | | | 461 | | | | | | — | | | | | | — | | | | | | | | | | | | 461 | | |
Marketable securities
|
| | | | 975 | | | | | | — | | | | | | — | | | | | | | | | | | | 975 | | |
Accounts receivable, net
|
| | | | 2,961 | | | | | | — | | | | | | — | | | | | | | | | | | | 2,961 | | |
Inventories
|
| | | | 8,426 | | | | | | — | | | | | | — | | | | | | | | | | | | 8,426 | | |
Other current assets
|
| | | | 481 | | | | | | 190 | | | | | | — | | | | | | | | | | | | 671 | | |
Total current assets
|
| | | | 17,046 | | | | | | 620 | | | | | | 314,220 | | | | | | | | | | | | 331,885 | | |
Cash and marketable securities held in trust account
|
| | | | — | | | | | | 310,897 | | | | | | (310,897) | | | | |
|
(1)
|
| | | | | — | | |
Property and equipment, net
|
| | | | 519 | | | | | | — | | | | | | — | | | | | | | | | | | | 519 | | |
Lease vehicles, net
|
| | | | 200 | | | | | | — | | | | | | — | | | | | | | | | | | | 200 | | |
Other assets
|
| | | | 315 | | | | | | — | | | | | | — | | | | | | | | | | | | 315 | | |
Total assets
|
| | | $ | 18,080 | | | | | $ | 311,516 | | | | | $ | 3,323 | | | | | | | | | | | $ | 332,919 | | |
Liabilities, Redeemable Convertible Preferred Stock, Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt, current
|
| | | $ | 3,321 | | | | | $ | — | | | | | $ | (3,321) | | | | |
|
(6)
|
| | | | $ | — | | |
Floor plan notes payable
|
| | | | 6,696 | | | | | | — | | | | | | — | | | | | | | | | | | | 6,696 | | |
Accounts payable
|
| | | | 3,027 | | | | | | — | | | | | | — | | | | | | | | | | | | 3,027 | | |
Accrued expenses
|
| | | | 2,347 | | | | | | 84 | | | | | | — | | | | | | | | | | | | 2,431 | | |
Accrued expenses – related party
|
| | | | 4,576 | | | | | | — | | | | | | (4,266) | | | | |
|
(6)
|
| | | | | 310 | | |
Income taxes payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other current liabilities
|
| | | | 319 | | | | | | — | | | | | | — | | | | | | | | | | | | 319 | | |
Total current liabilities
|
| | | | 20,286 | | | | | | 84 | | | | | | (7,587) | | | | | | | | | | | | 12,783 | | |
Long term debt, less current portion
|
| | | | 1,749 | | | | | | — | | | | | | (1,749) | | | | |
|
(6)
|
| | | | | — | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 10,695 | | | | | | (10,695) | | | | |
|
(3)
|
| | | | | — | | |
Earnout consideration
|
| | | | — | | | | | | — | | | | | | 81,672 | | | | |
|
(8)
|
| | | | | 81,672 | | |
Redeemable convertible preferred stock tranche obligation
|
| | | | 2,793 | | | | | | — | | | | | | (2,793) | | | | |
|
(6)
|
| | | | | — | | |
Other liabilities
|
| | | | 1,672 | | | | | | — | | | | | | (101) | | | | |
|
(6)
|
| | | | | 1,571 | | |
Total liabilities
|
| | |
|
26,500
|
| | | |
|
10,779
|
| | | |
|
58,747
|
| | | | | | | | | |
|
96,026
|
| |
| | |
(A)
Former CarLotz |
| |
(B)
Acamar Partners |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Balance Sheet |
| ||||||||||||
Commitments and contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Redeemable convertible preferred stock
|
| | | | 17,560 | | | | | | — | | | | | | (17,560) | | | | | | (6) | | | | | | — | | |
Redeemable common stock
|
| | | | — | | | | | | 295,737 | | | | | | (295,737) | | | | | | (5) | | | | | | — | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Common stock
|
| | | | 4 | | | | | | — | | | | | | (4) | | | | |
|
(6)
|
| | | | | — | | |
Class A common stock
|
| | | | — | | | | | | 0 | | | | | | — | | | | |
|
(1)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | | |
|
(2)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 3 | | | | |
|
(5)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 6 | | | | |
|
(6)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 1 | | | | |
|
(7)
|
| | | | | 11 | | |
Class B common stock
|
| | |
|
—
|
| | | |
|
1
|
| | | | | (1) | | | | |
|
(7)
|
| | | | | | | |
Additional paid-in capital, common stock
|
| | | | 5,198 | | | | | | 1,535 | | | | |
|
—
|
| | | |
|
(1)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 124,999 | | | | |
|
(2)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (3,154) | | | | |
|
(4)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | 295,709 | | | | |
|
(5)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (39,980) | | | | |
|
(6)
|
| | | | | 384,307 | | |
Retained earnings (accumulated deficit)
|
| | | | (29,698) | | | | | | 3,464 | | | | | | 4 | | | | |
|
(1)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (36,070) | | | | |
|
(4)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (0) | | | | |
|
(5)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (81,672) | | | | |
|
(8)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (3,468) | | | | |
|
(6)
|
| | | | | (147,441) | | |
Accumulated other comprehensive income
|
| | | | 16 | | | | | | — | | | | | | — | | | | | | | | | | | | 16 | | |
Treasury stock
|
| | | | (1,500) | | | | | | — | | | | | | 1,500 | | | | |
|
(6)
|
| | | | | — | | |
Total stockholders’ equity (deficit)
|
| | |
|
(25,980)
|
| | | |
|
5,000
|
| | | |
|
257,873
|
| | | | | | | | | |
|
236,893
|
| |
Total liabilities, redeemable convertible preferred stock, stockholders’ equity (deficit)
|
| | | $ | 18,080 | | | | | $ | 311,516 | | | | | $ | 3,323 | | | | | | | | | | | $ | 332,920 | | |
|
|
Redeemable convertible preferred stock liquidation preference(c)(d)
|
| | | $ | (12,368)(*) | | |
|
Cash payment to Former CarLotz equityholders(e)
|
| | | | (33,000) | | |
|
Conversion of Former CarLotz convertible note(g)
|
| | | | 3,321 | | |
|
Cashless exercise of Former CarLotz warrant(g)
|
| | | | 101 | | |
|
Company common stock
|
| | | | (6) | | |
|
Former CarLotz common stock elimination
|
| | | | 4 | | |
|
Retained earnings elimination(h)
|
| | | | 3,468 | | |
|
Treasury stock elimination(i)
|
| | | | (1,500) | | |
|
Adjustment to Additional paid in capital, common stock
|
| | | $ | (39,980) | | |
|
Cash payment to holder of redeemable convertible preferred stock Less:
|
| | | $ | 36,987 | | |
|
Redeemable convertible preferred stock balance recorded on the balance sheet
|
| | | | (17,560) | | |
|
Redeemable convertible preferred stock tranche obligation recorded on the balance sheet
|
| | | | (2,793) | | |
|
Redeemable convertible preferred stock accrued PIK dividends recorded on the balance sheet
|
| | | | (4,266) | | |
|
Redeemable convertible preferred stock liquidation preference
|
| | | $ | 12,368 | | |
| | |
(A)
Former CarLotz |
| |
(B)
Acamar Partners |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Income Statement |
| ||||||||||||
Total revenues
|
| | | $ | 81,582 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 81,582 | | |
Cost of sales
|
| | | | 72,805 | | | | | | — | | | | | | — | | | | | | | | | | | | 72,805 | | |
Gross profit
|
| | | | 8,777 | | | | | | — | | | | | | — | | | | | | | | | | | | 8,777 | | |
Selling, general and administrative expenses
|
| | | | 11,173 | | | | | | 1,445 | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 3,293 | | | | |
|
(4)
|
| | | | | 15,911 | | |
Depreciation expense
|
| | | | 269 | | | | | | — | | | | | | — | | | | | | | | | | | | 269 | | |
Management fee – related party
|
| | | | 195 | | | | | | — | | | | | | — | | | | | | | | | | | | 195 | | |
Total loss from operations
|
| | | | (2,860) | | | | | | (1,445) | | | | | | (3,293) | | | | | | | | | | | | (7,598) | | |
Interest expense
|
| | | | 360 | | | | | | — | | | | | | — | | | | | | | | | | | | 360 | | |
Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of warrants liability
|
| | | | 30 | | | | | | — | | | | | | (30) | | | | |
|
(1)
|
| | | | | — | | |
Change in fair value of redeemable convertible
preferred stock tranche obligation |
| | | | 962 | | | | | | — | | | | | | (962) | | | | |
|
(1)
|
| | | | | — | | |
Interest earned on marketable securities
|
| | | | — | | | | | | 1,776 | | | | | | (1,776) | | | | |
|
(2)
|
| | | | | — | | |
Other income (expense)
|
| | | | 28 | | | | | | — | | | | | | — | | | | | | | | | | | | 28 | | |
Total other income (expense), net
|
| | | | 1,020 | | | | | | 1,776 | | | | | | (2,768) | | | | | | | | | | | | 28 | | |
(Loss) income before income tax expense
|
| | | | (2,200) | | | | | | 331 | | | | | | (6,061) | | | | | | | | | | | | (7,930) | | |
Income tax expense
|
| | | | 12 | | | | | | 342 | | | | | | (342) | | | | | | (3) | | | | | | 12 | | |
Net (loss) income
|
| | | | (2,212) | | | | | | (11) | | | | | | (5,719) | | | | | | | | | | | | (7,942) | | |
Redeemable convertible preferred stock dividends
|
| | | | 1,399 | | | | | | — | | | | | | (1,399) | | | | |
|
(1)
|
| | | | | — | | |
Net loss attributable to common stockholders
|
| | | $ | (3,611) | | | | | $ | (11) | | | | | $ | (4,320) | | | | | | | | | | | $ | (7,942) | | |
Basic and diluted net income (loss) attributable to
common stockholders per share |
| | | $ | (0.97) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of common
stock, basic and diluted |
| | | | 3,716,526 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income (loss) per Class A
share |
| | | | | | | | | $ | 0.04 | | | | | | | | | | | | | | | | | $ | (0.07) | | |
Weighted average Class A shares outstanding, basic and diluted
|
| | | | | | | | | | 30,557,322 | | | | | | 83,058,020 | | | | |
|
(5)
|
| | | | | 113,615,342 | | |
Basic and diluted net income (loss) per Class B
share |
| | | | | | | | | $ | (0.17) | | | | | | | | | | | | | | | | | | | | |
Weighted average Class B shares outstanding, basic and diluted
|
| | | | | | | | | | 7,639,330 | | | | | | | | | | | | | | | | | | | | |
| | |
(C)
Former CarLotz |
| |
(D)
Acamar Partners |
| |
Pro Forma
Adjustments |
| | | | | | | |
Pro Forma
Income Statement |
| ||||||||||||
Total revenues
|
| | | $ | 102,486 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 102,486 | | |
Cost of sales (exclusive of depreciation)
|
| | | | 93,780 | | | | | | — | | | | | | — | | | | | | | | | | | | 93,780 | | |
Gross profit
|
| | | | 8,706 | | | | | | — | | | | | | — | | | | | | | | | | | | 8,706 | | |
Selling, general and administrative expenses
|
| | | | 18,305 | | | | | | 933 | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 4,390 | | | | |
|
(4)
|
| | | | | 23,628 | | |
Depreciation expense
|
| | | | 504 | | | | | | — | | | | | | — | | | | | | | | | | | | 504 | | |
Management fee – related party
|
| | | | 250 | | | | | | — | | | | | | — | | | | | | | | | | | | 250 | | |
Total loss from operations
|
| | | | (10,353) | | | | | | (933) | | | | | | (4,390) | | | | | | | | | | | | (15,676) | | |
Interest expense
|
| | | | 651 | | | | | | — | | | | | | — | | | | | | | | | | | | 651 | | |
Other income (expense), net
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of warrants liability
|
| | | | 24 | | | | | | — | | | | | | (24) | | | | |
|
(1)
|
| | | | | — | | |
Change in fair value of redeemable convertible
preferred stock tranche obligation |
| | | | (1,396) | | | | | | — | | | | | | 1,396 | | | | |
|
(1)
|
| | | | | — | | |
Interest earned on marketable securities
|
| | | | — | | | | | | 5,532 | | | | | | (5,532) | | | | |
|
(2)
|
| | | | | — | | |
Other income (expense)
|
| | | | (291) | | | | | | — | | | | | | — | | | | | | | | | | | | (291) | | |
Total other income (expense), net
|
| | | | (1,663) | | | | | | 5,532 | | | | | | (4,160) | | | | | | | | | | | | (291) | | |
(Loss) income before income tax expense
|
| | | | (12,667) | | | | | | 4,599 | | | | | | (8,550) | | | | | | | | | | | | (16,618) | | |
Income tax expense
|
| | | | 11 | | | | | | 1,121 | | | | | | (1,121) | | | | | | (3) | | | | | | 11 | | |
Net (loss) income
|
| | | | (12,678) | | | | | | 3,478 | | | | | | (7,429) | | | | | | | | | | | | (16,629) | | |
Redeemable convertible preferred stock dividends
|
| | | | 1,579 | | | | | | — | | | | | | (1,579) | | | | |
|
(1)
|
| | | | | — | | |
Net income (loss) attributable to common stockholders
|
| | | $ | (14,257) | | | | | $ | 3,478 | | | | | $ | (5,850) | | | | | | | | | | | $ | (16,629) | | |
Basic and diluted net income (loss) attributable to
common stockholders per share |
| | | $ | (3.84) | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of common
stock, basic and diluted |
| | | | 3,716,526 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income (loss) per Class A
share |
| | | | | | | | | $ | 0.14 | | | | | | | | | | | | | | | | | $ | (0.15) | | |
Weighted average Class A shares outstanding, basic and diluted
|
| | | | | | | | | | 30,479,514 | | | | | | 83,135,828 | | | | |
|
(5)
|
| | | | | 113,615,342 | | |
Basic and diluted net income (loss) per Class B
share |
| | | | | | | | | $ | (0.10) | | | | | | | | | | | | | | | | | | | | |
Weighted average Class B shares outstanding, basic and diluted
|
| | | | | | | | | | 7,601,435 | | | | | | | | | | | | | | | | | | | | |
| Weighted average shares calculation, basic and diluted | | | | | | | |
|
Acamar Partners public shares
|
| | | | 30,554,829 | | |
|
Acamar Partners Sponsor shares(a)
|
| | | | 7,639,330 | | |
|
Acamar Partners shares issued to PIPE investors
|
| | | | 12,500,000 | | |
|
Acamar Partners shares issued to Former CarLotz stockholders on the Closing Date(b)
|
| | | | 62,921,183 | | |
|
Weighted average shares outstanding(c)
|
| | | | 113,615,342 | | |
|
Percent of shares owned by Former CarLotz stockholders (excluding shares acquired in the PIPE Investment)(c)
|
| | | | 55.4% | | |
|
Percent of shares owned by Acamar Partners (excluding the Sponsor)(c)
|
| | | | 26.9% | | |
|
Percent of shares owned by PIPE investors(c)
|
| | | | 11.0% | | |
|
Percent of shares owned by the Sponsor (including shares subject to forfeiture and excluding
shares acquired in the PIPE Investment)(c) |
| | | | 6.7% | | |
|
SEC registration fee
|
| | | $ | 89,353.38 | | |
|
FINRA filing fee
|
| | | | 123,350.66 | | |
|
Legal fees and expenses
|
| | | | * | | |
|
Accounting fees and expenses
|
| | | | * | | |
|
Printing expenses
|
| | | | * | | |
|
Transfer agent fees and expenses
|
| | | | * | | |
|
Miscellaneous expenses
|
| | | | * | | |
|
Total
|
| | | $ | * | | |
| | | | | |
Incorporated by reference
|
| |
Filed or
furnished herewith |
| |||||||||
Exhibit
No. |
| |
Exhibit title
|
| |
Form
|
| |
File No.
|
| |
Exhibit
No. |
| |
Filing
date |
| |||
2.1
|
| | | |
8-K
|
| |
001-38818
|
| |
2.1
|
| |
10/22/2020
|
| | | |
| | | | | |
Incorporated by reference
|
| |
Filed or
furnished herewith |
| |||||||||
Exhibit
No. |
| |
Exhibit title
|
| |
Form
|
| |
File No.
|
| |
Exhibit
No. |
| |
Filing
date |
| |||
2.1.1
|
| | | |
8-K
|
| |
001-38818
|
| |
2.1
|
| |
12/16/2020
|
| | | | |
3.1
|
| | | | | | | | | | | | | | | |
X
|
| |
3.2
|
| | | |
8-K
|
| |
001-38818
|
| |
3.2
|
| |
01/27/2021
|
| | | | |
4.1
|
| | | |
8-K
|
| |
001-38818
|
| |
4.1
|
| |
2/26/2019
|
| | | | |
4.2
|
| | | |
S-4/A
|
| |
333-249723
|
| |
4.5
|
| |
12/16/2020
|
| | | | |
4.3
|
| | | |
S-4/A
|
| |
333-249723
|
| |
4.6
|
| |
12/16/2020
|
| | | | |
5.1*
|
| | Opinion of Freshfields Bruckhaus Deringer US LLP | | | | | | | | | | | | | | | | |
10.1
|
| | | |
8-K
|
| |
001-38818
|
| |
10.1
|
| |
01/27/2021
|
| | | | |
10.2
|
| | | |
8-K
|
| |
001-38818
|
| |
10.3
|
| |
10/22/2020
|
| | | | |
10.3
|
| | | |
8-K
|
| |
001-38818
|
| |
10.3
|
| |
01/27/2021
|
| | | | |
10.4
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.29
|
| |
12/16/2020
|
| | | | |
10.5
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.15
|
| |
12/16/2020
|
| | | | |
10.6
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.30
|
| |
12/16/2020
|
| | | | |
10.7
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.16
|
| |
12/16/2020
|
| | | | |
10.8
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.31
|
| |
12/16/2020
|
| | | |
| | | | | |
Incorporated by reference
|
| |
Filed or
furnished herewith |
| |||||||||
Exhibit
No. |
| |
Exhibit title
|
| |
Form
|
| |
File No.
|
| |
Exhibit
No. |
| |
Filing
date |
| |||
10.9
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.17
|
| |
12/16/2020
|
| | | | |
10.10
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.22
|
| |
12/16/2020
|
| | | | |
10.11
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.23
|
| |
12/16/2020
|
| | | | |
10.12
|
| | | |
8-K
|
| |
001-38818
|
| |
10.12
|
| |
01/27/2021
|
| | | | |
10.13
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.18
|
| |
12/16/2020
|
| | | | |
10.14
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.19
|
| |
12/16/2020
|
| | | | |
10.15
|
| | | |
8-K
|
| |
001-38818
|
| |
10.15
|
| |
01/27/2021
|
| | | | |
10.16
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.21
|
| |
12/16/2020
|
| | | | |
10.16.1
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.21.1
|
| |
12/16/2020
|
| | | | |
10.17
|
| | | |
8-K
|
| |
001-38818
|
| |
10.17
|
| |
01/27/2021
|
| | | | |
10.18
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.25
|
| |
12/16/2020
|
| | | | |
10.18.1
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.25.1
|
| |
12/16/2020
|
| | | | |
10.19
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.26
|
| |
12/16/2020
|
| | | | |
10.20
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.27
|
| |
12/16/2020
|
| | | | |
10.21
|
| | | |
S-4/A
|
| |
333-249723
|
| |
10.28
|
| |
12/16/2020
|
| | | | |
21.1
|
| | | |
8-K
|
| |
001-38818
|
| |
21.1
|
| |
01/27/2021
|
| | | | |
23.1
|
| | | | | | | | | | | | | | | |
X
|
| |
23.2
|
| | | | | | | | | | | | | | | |
X
|
|
| | | | | |
Incorporated by reference
|
| |
Filed or
furnished herewith |
| |||||||||
Exhibit
No. |
| |
Exhibit title
|
| |
Form
|
| |
File No.
|
| |
Exhibit
No. |
| |
Filing
date |
| |||
23.3*
|
| | Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |||
101.INS*
|
| | XBRL Instance Document | | | | | | | | | | | | | | | | |
101.SCH*
|
| | XBRL Taxonomy Extension Schema Document | | | | | | | | | | | | | | | | |
101.CAL*
|
| | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | | | | | | | | |
101.DEF*
|
| | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | | | | | | | | |
101.LAB*
|
| | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Michael W. Bor
Michael W. Bor
|
| |
Chief Executive Officer and Chairman
(Principal Executive Officer) |
| |
February 11, 2021
|
|
|
/s/ Thomas W. Stoltz
Thomas W. Stoltz
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
February 11, 2021
|
|
|
/s/ David R. Mitchell
David R. Mitchell
|
| |
Director
|
| |
February 11, 2021
|
|
|
/s/ Luis Ignacio Solorzano Aizpuru
Luis Ignacio Solorzano Aizpuru
|
| |
Director
|
| |
February 11, 2021
|
|
|
/s/ Kimberly H. Sheehy
Kimberly H. Sheehy
|
| |
Director
|
| |
February 11, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Steven G. Carrel
Steven G. Carrel
|
| |
Director
|
| |
February 11, 2021
|
|
|
/s/ James E. Skinner
James E. Skinner
|
| |
Director
|
| |
February 11, 2021
|
|
|
/s/ Linda B. Abraham
Linda B. Abraham
|
| |
Director
|
| |
February 11, 2021
|
|
|
/s/ Sarah M. Kauss
Sarah M. Kauss
|
| |
Director
|
| |
February 11, 2021
|
|
Exhibit 3.1
Explanatory Note: This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K, which requires a conformed version of our charter reflecting all amendments in one document. Therefore, the document below reflects the Second Amended and Restated Certificate of Incorporation of CarLotz, Inc., as filed with the Delaware Secretary of State on January 21, 2021, revised to incorporate the amendment filed with the Delaware Secretary of State on January 21, 2021, which amendment changed the name of the Company from “Acamar Partners Acquisition Corp.” to “CarLotz, Inc.”
CONFORMED VERSION OF SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF CARLOTZ, INC.
AS AMENDED BY AMENDMENT FILED ON JANUARY 21, 2021
CarLotz, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
The name of the corporation is CarLotz, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 7, 2018. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 21, 2019.
This Second Amended and Restated Certificate of Incorporation was duly adopted by the board of directors (the “Board”) of CarLotz, Inc. and by the stockholders in accordance with the provisions of Sections 228, 242 and 245 of the DGCL.
Pursuant to Sections 242 and 245 of the DGCL, the text of the Certificate of Incorporation of CarLotz, Inc. is hereby amended and restated in its entirety to read as follows:
1 |
ARTICLE I
NAME
The name of the Corporation is CarLotz, Inc. (the “Corporation”).
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the Corporation’s registered office is 251 Little Falls Drive, in the City of Wilmington, Delaware, County of New Castle, State of Delaware, 19808. The name of the registered agent of the Corporation at that address is Corporation Service Company.
ARTICLE III
BUSINESS PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.
ARTICLE IV
CAPITAL STOCK
Section 1. Authorized Stock. The total number of all classes of stock that the Corporation shall have the authority to issue is 510,000,000, of which 500,000,000 shall be shares of Class A Common Stock of the Corporation, par value $0.0001 per share (“Common Stock”), and 10,000,000 shall be shares of Preferred Stock, at a par value of $0.0001 per share (“Preferred Stock”).
Section 2. Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series. The Board is hereby authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, without approval of the stockholders of the Corporation (except as otherwise provided in this Second Amended and Restated Certificate of Incorporation), by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers (including voting powers, if any), preferences and relative, participating, optional or other special rights, if any, of the shares of each such series, and the qualifications, limitations and restrictions thereof, if any, including but not limited to the fixing or alteration of the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series or shares of Preferred Stock. Each such series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, as shall be authorized by the Board and stated in the applicable Preferred Stock Designation. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may be different from those of any and all other series at any time outstanding. Except as otherwise expressly provided in the authorization providing for the establishment of any series of Preferred Stock, no vote of the holders of shares of Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock so authorized in accordance with this Second Amended and Restated Certificate of Incorporation. Unless otherwise provided in the Certificate of Designation establishing a series of Preferred Stock, the Board may, by resolution or resolutions, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of such series and, if the number of shares of such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The Corporation shall, from time to time and in accordance with applicable law, increase the number of authorized shares of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the conversion of any series of Preferred Stock that, as provided for or fixed pursuant to the provisions of this Article IV, Section 2, is otherwise convertible into Common Stock.
2 |
Section 3. Common Stock.
(a) Voting: Except as otherwise expressly provided herein or the relevant Preferred Stock Designation of any class or series of Preferred Stock or required by law, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters submitted to a vote of the stockholders of the Corporation. Except as otherwise expressly provided herein or required by law, each holder of outstanding shares of Common Stock shall be entitled to one vote in respect of each share of Common Stock held thereby of record on the books of the Corporation for the election of directors and on all other matters submitted to a vote of stockholders of the Corporation. Except as otherwise required by law, shares of Common Stock shall not entitle the holders thereof to vote on any amendment to this Second Amended and Restated Certificate of Incorporation (including to a Preferred Stock Designation) that alters or changes the powers, preferences, rights or other terms of solely one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, separately or together with the holders of one or more other such series, to vote on such amendment pursuant to this Second Amended and Restated Certificate of Incorporation (including a Preferred Stock Designation) or pursuant to the DGCL, or if no vote of stockholders is required pursuant to the DGCL.
(b) Dividends: Subject to applicable law, the holders of Common Stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the Board may determine in its sole discretion, subject to any preferential dividend rights of outstanding Preferred Stock as expressly set forth herein or in the relevant Preferred Stock Designation.
ARTICLE V
BOARD OF DIRECTORS
For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:
Section 1.
(a) General Powers: The business and affairs of the Corporation shall be managed by or under the direction of the Board.
(b) Number of Directors: Subject to the rights of the holders of shares of any series of Preferred Stock to elect additional directors and subject to the applicable requirements of the Stockholders Agreement dated January 21, 2021, by and among the Corporation and certain stockholders of the Corporation from time to time party thereto (as the same may be amended, restated, supplemented and/or otherwise modified from time to time in accordance with its terms, the “Stockholders Agreement”), the number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board.
(c) Classified Board Structure; Election of Directors: Except as otherwise fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of shares of any series of Preferred Stock to separately elect additional directors, which additional directors are not required to be classified pursuant to the terms of such series of Preferred Stock (the “Preferred Stock Directors”) and subject to the applicable requirements of the Stockholders Agreement, the Board shall be and is divided into three classes, designated as Class I, Class II and Class III. Each class will consist, as nearly as possible, of a number of directors equal to one-third (1/3) of the total number of members of the Board (other than the Preferred Stock Directors, if any) authorized as provided in Article V, Section 1(b) hereof. The Board is authorized to assign members of the Board already in office to such classes at the time the classification of the Board becomes effective pursuant to this Article V, Section 1(c). The term of office of the initial Class I directors will expire at the annual meeting of stockholders in 2021; the term of office of the initial Class II directors will expire at the annual meeting of stockholders in 2022; and the term of office of the initial Class III directors will expire at the annual meeting of stockholders in 2023. At each annual meeting of stockholders of the Corporation, the successors of that class of directors whose term expires at that meeting will be elected to hold office in accordance with this Article V, Section 1(c) for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. The directors of each class will hold office until the expiration of the term of such class and until their respective successors are elected and qualified or until such director’s earlier death, resignation or removal.
(d) Written Ballot Not Required: Unless and except to the extent that the Amended and Restated Bylaws of the Corporation (the “Bylaws”) so require, the election of directors of the Corporation need not be written by ballot.
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(e) Removal: Subject to the rights of the holders of one or more series of Preferred Stock with respect to such series of Preferred Stock and the rights granted pursuant to the Stockholders Agreement, any director, or the entire Board, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of sixty-six and two-thirds percent (66-2/3%) of the voting power of all the then outstanding shares of voting stock of the Corporation entitled to vote at an election of directors (the “Voting Stock”), represented in person or by proxy at a meeting for the election of directors duly called pursuant to the Bylaws.
(f) Vacancies: Subject to applicable law, the rights of the holders of shares of one or more series of Preferred Stock with respect to such series of Preferred Stock, and the rights granted pursuant to the Stockholders Agreement, any vacancies on the Board resulting from death, disability, resignation, retirement, disqualification or removal from office of a director or from any other cause, or any newly created directorships that increase the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Any director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the director shall have been appointed and until such director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal. If the number of directors is changed, any increase or decrease shall be apportioned among the classes as determined by a majority of the Board so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a newly created directorship shall hold office for the remaining term of that class until such director’s successor is duly elected and qualified (or until such director’s earlier death, resignation or removal), but in no case shall a decrease in the number of directors shorten the term of any incumbent director.
(g) In addition to the powers and authority herein or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Second Amended and Restated Certificate of Incorporation and the Bylaws; provided, however, that no Bylaws hereafter adopted shall invalidate any prior act of the directors that would have been valid if such Bylaws had not been adopted.
ARTICLE VI
STOCKHOLDERS
Section 1. Subject to the special rights of the holders of one or more series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation, and may not be effected by any consent in writing by such stockholders, provided, however, that the taking of any action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting if such action and the taking of such action by written consent of stockholders in lieu of a meeting have each been expressly approved in advance by the Board.
Section 2. Except as otherwise required by law and subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by (i) an officer of the Corporation pursuant to a resolution adopted by a majority of the Board then in office, (ii) the chairperson of the Board or (iii) the chief executive officer of the Corporation.
Section 3. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting.
ARTICLE VII
LIABILITY AND INDEMNIFICATION
Section 1. Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board.
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Section 2. Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys' fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article VII or otherwise.
Section 3. Claims by Directors and Officers. If a claim for indemnification or advancement of expenses under this Article VII is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section 4. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board.
Section 5. Advancement of Expenses of Employees and Agents. The Corporation may pay the expenses (including attorneys’ fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board.
Section 6. Non-Exclusivity of Rights. The rights conferred on any person by this Article VII shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of this Second Amended and Restated Certificate of Incorporation, by-laws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 7. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.
Section 8. Insurance. The Board may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance: (i) to indemnify the Corporation for any obligation that it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article VII; and (ii) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article VII.
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Section 9. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.
Section 10. Severability. If any provision or provisions of this Article VII shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
Section 11. Contract Rights. The rights provided to Indemnified Persons pursuant to this Article VII shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of such Indemnified Person’s heirs, executors and administrators.
Any amendment, repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.
ARTICLE VIII
BUSINESS OPPORTUNITY
Section 1.
(a) In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of the Stockholder Parties and their Affiliates (each, as defined in this Article VIII, and together, the “Identified Persons”) may serve as directors of the Corporation and (ii) the Identified Persons may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or propose to engage and/or other business activities that overlap with or compete with those in which the Corporation or any of its Affiliates, directly or indirectly, may engage or propose to engage, the provisions of this Article VIII are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Identified Persons and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.
(b) No Identified Persons shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (i) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (ii) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates.
(c) Without limiting the foregoing renunciation in Section 1(a) hereof, the Corporation on behalf of itself and its subsidiaries (i) acknowledges that the Stockholder Parties are in the business of making investments in, and have or may have investments in, other businesses that may be similar to and that may compete with the businesses of the Corporation and its subsidiaries (“Competing Businesses”) and (b) agrees that the Stockholder Parties shall have the unfettered right to make investments in or have relationships with other Competing Businesses independent of their investments in the Corporation.
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(d) In addition to and notwithstanding the foregoing provisions of this Article VIII, a potential corporate opportunity shall not be deemed to be a corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.
(d) Any amendment, repeal or modification of this Article VIII, or the adoption of any provision of this Second Amended and Restated Certificate of Incorporation inconsistent with this Article VIII, shall not adversely affect any right or protection of an Identified Person with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption.
(e) For purposes of this Article VIII, “Affiliate” shall mean (a) in respect of any Stockholder Party, any person that, directly or indirectly, is controlled by a Stockholder Party, controls a Stockholder Party or is under common control with a Stockholder Party and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (b) in respect of a non-employee Director, any person that, directly or indirectly, is controlled by such non-employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any person that, directly or indirectly, is controlled by the Corporation.
(f) For purposes of this Article VIII, “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(g) For the purposes of this Article VIII, “Stockholder Party” shall mean a party to the Stockholders Agreement dated January 21, 2021, by and among the Corporation and certain stockholders of the Corporation.
(h) To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VIII.
ARTICLE IX
EXCLUSIVE FORUM
Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article IX, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
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Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article IX. Notwithstanding the foregoing, the provisions of this Article IX shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction.
If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.
ARTICLE X
In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to adopt, make, alter, amend or repeal the Bylaws of the Corporation. The affirmative vote of a majority of the Board then in office shall be required to adopt, amend, alter or repeal the Bylaws.
ARTICLE XI
AMENDMENTS
Notwithstanding any other provisions of this Second Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Voting Stock required by law or by this Second Amended and Restated Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required (i) to amend or repeal, or adopt any provision of this Second Amended and Restated Certificate of Incorporation inconsistent with, Articles IV, V, VI, VII, VIII, IX, X and this Article XI or (ii) for stockholders of the Corporation to amend or repeal, or adopt, any provision of the Bylaws.
ARTICLE XII
To the fullest extent permitted by applicable law, if any provision of this Second Amended and Restated Certificate of Incorporation becomes or is declared on any ground by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Second Amended and Restated Certificate of Incorporation, and the court will replace such illegal, void or unenforceable provision of this Second Amended and Restated Certificate of Incorporation with a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. To the fullest extent permitted by applicable law, the balance of this Second Amended and Restated Certificate of Incorporation shall be enforceable in accordance with its terms.
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-1 of our report dated March 27, 2020 (which includes an explanatory paragraph relating to Acamar Partners Acquisition Corp.’s ability to continue as a going concern), relating to the financial statements of Acamar Partners Acquisition Corp., which is contained in that Prospectus. We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC | |
New York, New York | |
February 11, 2021 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated October 29, 2020, relating to the financial statements of CarLotz, Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/DELOITTE & TOUCHE LLP
Detroit, Michigan
February 11, 2021