Exhibit 99.1

 

 

Shift Announces a Record $60 Million in Revenue for the Third Quarter 2020

 

Over 4,000 total units sold in the quarter

 

Achieved $3.7 million in Gross Profit and grew Adjusted Gross Profit 156% Year-over-Year to $3.9 million

 

SAN FRANCISCO, Nov. 12, 2020— Shift (Nasdaq: SFT), a leading end-to-end ecommerce platform for buying and selling used cars, today reported third quarter financial results for the period ended September 30, 2020. Management’s commentary on third quarter 2020 financial results and fourth quarter 2020 outlook can be found by accessing the Company’s shareholder letter on investors.shift.com, or by listening to today’s conference call. A live audio webcast will also be available on Shift’s Investor Relations website.

 

As previously announced, on October 13, 2020, Shift and Insurance Acquisition Corp. (“INSU”) completed their merger (the “Merger”). As a result of the Merger, Shift became a direct wholly-owned subsidiary of INSU. Immediately following the Merger, INSU changed its name to Shift Technologies, Inc. and its common stock and warrants began trading on the Nasdaq Capital Market under the new symbols SFT and SFTTW, respectively.

 

“This has been a transformative year for Shift and we are embarking on our life as a public company with exciting momentum. In the third quarter, we grew total revenue 31%, Adjusted GPU 89% and total unit sales 34%, year over year, and sold nearly 1,000 ecommerce units per month,” said Shift’s Co-CEO Toby Russell. “We are investing in market expansion, an innovative branding and marketing strategy, technology-enabled tools to drive efficiency and a world-class leadership team. I couldn’t be more excited for the future of Shift.”

 

“Our third quarter - and year to date - results demonstrate that there is a clear demand for our offerings and consumers are embracing Shift more than ever before. We now expect Q4 revenue to be another record, in the range of $72 million to $75 million, representing 163% - 174% year over year growth, the strongest revenue growth in the Company’s recent history,” added Shift’s Co-CEO George Arison. “Looking ahead, we are focused on several strategic priorities that we believe will drive long term growth. In the near-term, our strategy is to deepen penetration in our existing markets and expand into new markets, improve attachment rates of high-quality ancillary products, drive reconditioning efficiencies and increase our brand recognition.”

 

Q3 2020 Key Results

 

All comparisons for the quarter are year-over-year unless otherwise specified.

 

  Total revenue grew 31% year-over-year and 85% from Q2 2020, reaching a record $59.9 million.

 

  Total units sold were 4,046, up 34%. Total ecommerce units sold were 2,946 and total wholesale units sold were 1,100, an increase of 35% and 31%, respectively.

 

  Gross profit grew to $3.7 million or 6.2% of total revenue, up from $(0.9) million. Non-GAAP Adjusted gross profit grew 156% to $3.9 million or 6.5% of total revenue.

 

  Gross profit per unit was $1,265 compared to negative gross profit per unit of $391.

 

 

 

 

 

  Adjusted gross profit per unit (“Adjusted GPU”) was $1,319, compared to $697, an 89% increase. Adjusted GPU is reduced by non-repair labor costs of $152 per unit in Q3 2020.

 

  SG&A was $24 million, or 40% of revenue, up from 35%. The increase in SG&A was primarily driven by increased marketing spend and an increase in expenses associated with becoming a public company.

 

  Net loss was $(23.3) million, as compared to net loss of $(19.0) million, and basic and diluted net loss per share was $(0.64), based on 36.5 million weighted average shares outstanding during Q3 2020 for Shift as a standalone entity, prior to the Merger close on October 13, 2020.

 

  Adjusted EBITDA loss for the period was $(19.4) million or (32.4)% of total revenue, as compared to (30.5)% of revenue in the prior year period.

 

  Cash and cash equivalents totaled $18.4 million as of September 30, 2020. The Merger which closed subsequent to Q3, delivered approximately $302 million, net of deal-related expenses, to support growth and working capital. Subsequent to the close of the Merger, the Company paid down the $6.1 million balance of its PPP loan and $25.0 million balance on its delayed draw term loan.

 

  As of October 13, 2020, and immediately following the Merger, Shift had approximately 82.1 million shares outstanding, inclusive of approximately 6 million shares which are subject to the earnout provisions of the agreement governing the Merger. We expect basic and diluted weighted average shares outstanding to be approximately 82.7 million in Q4.

 

Recent Company Highlights

 

In the last quarter, Shift:

 

  Introduced its newest buyer market in the greater Seattle region, marking a complete span of the U.S. West Coast footprint for the company.

 

  Launched its first acquisition market in Texas, acquiring select vehicles directly from consumers in the Austin area.

 

  Unveiled its new brand strategy, including an ad campaign, new look and feel, and TV ads featuring a new spokesperson. The overarching theme of the new Shift brand is embracing and celebrating used cars. Shift proudly celebrates and champions used cars, and the savvy consumers who buy them.

 

  Expanded its leadership team with the addition of multi-decade veteran of the auto retail industry, Mark McCollum, as Chief Revenue Officer, and 20-year public company accounting leader, Blima Tuller, as Controller & SVP of Accounting.

 

  Added three Directors to its board, with expertise in marketing, automotive finance, and technology.

 

Conference Call Information

 

Shift senior management will host a conference call today to discuss the Company’s Q3 2020 financial results and fourth quarter outlook. This call is scheduled to begin at 2:00 pm PT / 5:00 pm ET and can be accessed by dialing (833) 614-1395 or (914) 987-7116. To listen to a live audio webcast, please visit Shift’s Investor Relations website at investors.shift.com. A replay of the audio webcast will be available on the same website following the call. A telephonic replay will be available through November 19, 2020 by dialing (855) 859-2056 or (404) 537-3406 and entering passcode 9878278#.

 

About Shift

 

Shift is a leading end-to-end auto ecommerce platform transforming the used car industry with a technology-driven, hassle-free customer experience. Shift’s mission is to make car purchase and ownership simple — to make buying or selling a used car fun, fair, and accessible to everyone. Shift provides comprehensive, digital solutions throughout the car ownership lifecycle: finding the right car, having a test drive brought to you before buying the car, a seamless digitally-driven purchase transaction including financing and vehicle protection products, an efficient, digital trade-in/sale transaction, and a vision to provide high-value support services during car ownership. For more information, visit www.shift.com.

 

2

 

 

Forward-Looking Statements

 

This document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of Shift’s business are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, Shift’s ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (2) costs related to the business combination; (3) changes in applicable laws or regulations; (4) the possibility that Shift may be adversely affected by other economic, business, and/or competitive factors; (5) the operational and financial outlook of Shift; (6) the ability for Shift to execute its growth strategy; and (7) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by Shift. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Shift undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 

Non-GAAP Financial Measures

 

In addition to our GAAP results, we review certain non-GAAP financial measures to help us evaluate our business, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of investments in our technology and sales and marketing, and assess our operational efficiencies. These non-GAAP measures include Adjusted Gross Profit, Adjusted gross profit per unit (“Adjusted GPU”), and Adjusted EBITDA, each of which is discussed below.

 

These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. You are encouraged to evaluate these adjustments, and review the reconciliation of these non-GAAP financial measures to their most comparable GAAP measures, and the reasons we consider them appropriate. It is important to note that the particular items we exclude from, or include in, our non-GAAP financial measures may differ from the items excluded from, or included in, similar non-GAAP financial measures used by other companies. See “Reconciliation of gross profit to Adjusted Gross Profit,” “Reconciliation of gross profit per unit to Adjusted gross profit per unit” and “Reconciliation of net loss to Adjusted EBITDA” included as part of this press release.

 

3

 

 

Adjusted Gross Profit

 

Management evaluates our business based on an adjusted gross profit calculation that removes the financial impact associated with milestones achieved under our Lithia warrant arrangement, which resulted in reductions in gross profit in our consolidated financial statements as applicable to the periods presented. This is a non-cash adjustment, and we do not expect any material future non-cash gross profit adjustments related to the Lithia warrant agreement. We examine adjusted gross profit in aggregate as well as for each of our revenue streams: ecommerce, other, and wholesale.

 

Adjusted Gross Profit per Unit

 

We define adjusted gross profit per unit (“Adjusted GPU”) as the adjusted gross profit for ecommerce, other and wholesale, each of which divided by the total number of ecommerce units sold in the period. Adjusted GPU is driven by ecommerce vehicle revenue, which generates additional revenue through attachment of our financing and protection products, and gross profit generated from wholesale vehicle sales. We present Adjusted GPU from our three revenues streams, as Ecommerce Adjusted GPU, Wholesale Adjusted GPU and Other Adjusted GPU. We believe Adjusted GPU is a key measure of our growth and long-term profitability.

  

Adjusted EBITDA:

 

We define Adjusted EBITDA as net loss adjusted to exclude stock-based compensation expense, depreciation and amortization, net interest income or expense, impact of warrant remeasurement, warrant milestone impact, and other cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to acquisition and related items. We believe Adjusted EBITDA is useful to investors in evaluating our performance for the following reasons:

 

Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s performance without regard to items such as those we exclude in calculating this measure, which can vary substantially from company to company depending upon their financing, capital structures, and the method by which assets were acquired.

 

Our management uses Adjusted EBITDA in conjunction with GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors concerning our performance.

 

Adjusted EBITDA provides a measure of consistency and comparability with our past performance that many investors find useful, facilitates period-to-period comparisons of operations, and also facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results.

 

4

 

 

Although Adjusted EBITDA is frequently used by investors and securities analysts in their evaluations of companies, Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP. These limitations include:

 

Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period.

 

Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements.

 

  Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments.

 

Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense.

 

Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

Our Adjusted EBITDA is influenced by fluctuations in our revenue and the timing and amounts of our investments in our operations. Adjusted EBITDA should not be considered as an alternative to net income (loss), income (loss) from operations, or any other measure of financial performance calculated and presented in accordance with GAAP.

 

Investor Relations Contact:

 

Jennifer Jarman, The Blueshirt Group

IR@shift.com

 

Media Contact:

 

Jeff Fox, The Blueshirt Group

jeff@blueshirtgroup.com

 

Source: Shift Technologies, Inc.

 

5

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)

 

   As of
September 30,
2020
   As of
December 31,
2019
 
ASSETS        
Current assets:        
Cash and cash equivalents  $18,366   $42,976 
Accounts receivable, net   7,924    1,839 
Inventory   33,485    18,198 
Prepaid expenses and other current assets   2,161    1,899 
Total current assets   61,936    64,912 
Property and equipment, net   1,802    2,120 
Capitalized website and internal use software costs, net   6,376    5,679 
Restricted cash, noncurrent   1,605    1,600 
Deferred borrowing costs   2,908    5,184 
Other noncurrent assets   2,850    3,274 
Total assets  $77,477   $82,769 
           
Liabilities, CONVERTIBLE PREFERRED STOCK AND stockholders’ DEFICIT
Current liabilities:          
Accounts payable  $9,482   $1,967 
Accrued expenses and other current liabilities   14,413    5,954 
Flooring line of credit   20,556    16,245 
Total current liabilities   44,451    24,166 
Related party long term note, net, noncurrent   22,004    8,505 
Warrants liability   11,021    4,810 
Other noncurrent liabilities   8,284    1,954 
Total liabilities   85,760    39,435 
Commitment and contingencies (Note 8)          
Convertible preferred stock – par value $0.0001 per share; 259,455,633 shares authorized at September 30, 2020, and December 31, 2019; 255,237,101 shares issued and outstanding at September 30, 2020, and December 31, 2019; (liquidation preference of $175,265 at September 30, 2020, and December 31, 2019)   223,631    223,631 
Stockholders’ deficit:          
Common stock – par value $0.0001 per share; 435,000,000 shares authorized at September 30, 2020, and December 31, 2019, respectively; 44,389,137 and 37,432,555 shares issued and outstanding at September 30, 2020, and December 31, 2019, respectively;   4    3 
Additional paid-in capital   38,023    34,997 
Accumulated deficit   (269,941)   (215,297)
Total stockholders’ deficit   (231,914)   (180,297)
Total liabilities, convertible preferred stock and stockholders’ deficit  $77,477   $82,769 

 

6

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except share and per share amounts)

(unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
                 
Revenue                
Ecommerce revenue, net  $48,486   $36,914   $97,870   $112,645 
Other revenue   2,036    954    3,933    2,627 
Wholesale vehicle revenue   9,392    7,989    20,504    23,612 
Total revenue   59,914    45,857    122,307    138,884 
Cost of sales   56,188    46,710    111,666    139,932 
Gross profit   3,726    (852)   10,641    (1,048)
Operating expenses:                    
Selling, general and administrative expenses   24,030    16,204    52,109    54,236 
Depreciation and amortization   1,181    888    3,258    2,184 
Total operating expenses   25,211    17,092    55,367    56,420 
Loss from operations   (21,485)   (17,944)   (44,726)   (57,468)
Interest expense   (1,256)   (1,463)   (3,901)   (4,136)
Interest income and other income (expense)   (579)   427    (6,017)   1,642 
Net loss and comprehensive loss attributable to common stockholders  $(23,320)  $(18,980)  $(54,644)  $(59,962)
Net loss and comprehensive loss per share attributable to common stockholders, basic and diluted  $(0.64)  $(0.55)  $(1.57)  $(1.71)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted   36,457,891    34,333,276    34,851,966    35,063,135 

 

7

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

   Nine Months Ended
September 30,
 
   2020   2019 
         
Cash flows from Operating activities        
Net loss  $(54,644)  $(59,962)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   3,258    2,184 
Stock-based compensation expense, including warrant remeasurement   7,666    930 
Non-cash expense upon milestone achievement       2,894 
Contra-revenue associated with milestones   478    7,277 
Amortization of debt discount   3,275    3,108 
Compensation expense from exchange of common stock       4,824 
Changes in operating assets and liabilities:          
Accounts receivable   (6,085)   408 
Inventory   (15,287)   20,673 
Prepaid expenses and other current assets   7    309 
Other noncurrent assets   (54)   (879)
Accounts payable   7,515    (2,259)
Accrued expenses and other current liabilities   7,983    1,220 
Other noncurrent liabilities   (52)   413 
Net cash used in operating activities   (45,940)   (18,860)
           
Cash flows from Investing activities          
Purchases of property and equipment   (407)   (1,085)
Capitalized website internal-use software costs   (2,857)   (3,714)
Net cash used in investing activities   (3,264)   (4,799)
           
Cash flows from Financing activities          
Proceeds from delayed draw term loans   12,500     
Proceeds from flooring line of credit facility   67,413    92,613 
Repayment of flooring line of credit facility   (63,102)   (99,801)
Proceeds from SBA PPP loans   6,055     
Proceeds from issuance of convertible preferred stock       5,800 
Issuance costs related to convertible preferred stock       (121)
Proceeds from stock option exercises, including from early exercised options   1,740    72 
Repurchase of shares related to early exercised options   (7)   (3)
Net cash provided by (used in) financing activities   24,599    (1,440)
Net decrease in cash, cash equivalents and restricted cash   (24,605)   (25,099)
Cash, cash equivalents and restricted cash, beginning of period   44,576    72,092 
Cash, cash equivalents and restricted cash, end of period  $19,971   $46,993 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $650   $1,024 
           
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES          
Vesting of exercised options  $605   $173 
Stock-based compensation capitalized to internal-use software  $182   $243 
Reclassification of warrants previously classified as liabilities  $   $3,915 
Exercised options with cash not yet received  $269   $ 

 

8

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Gross Profit to Adjusted Gross Profit

(In thousands)

(unaudited)

 

   Three Months Ended
Sept 30,
   Nine Months Ended
Sept 30,
 
   2020   2019   2020   2019 
   ($ in thousands)   ($ in thousands) 
Total gross profit:                
GAAP total gross profit  $3,726   $(852)  $10,641   $(1,048)
Warrant impact adjustment (1)   159    2,372    478    7,277 
Adjusted total gross profit  $3,885   $1,520   $11,119   $6,229 
                     
Ecommerce gross profit:                    
GAAP ecommerce gross profit  $1,606   $785   $4,518   $3,590 
Warrant impact adjustment (1)   -    -    -    - 
Adjusted ecommerce gross profit  $1,606   $785   $4,518   $3,590 
                     
Other gross profit:                    
GAAP other gross profit  $2,036   $954   $3,933   $2,627 
Warrant impact adjustment (1)   159    142    478    519 
Adjusted other gross profit  $2,195   $1,096   $4,411   $3,146 
                     
Wholesale gross profit:                    
GAAP wholesale gross profit  $84   $(2,591)  $2,190   $(7,265)
Warrant impact adjustment (1)   -    2,230    -    6,757 
Adjusted wholesale gross profit  $84   $(361)  $2,190   $(508)

 

(1)Warrant impact adjustment refers to a commercial agreement with Lithia Motors, Inc. and a reclassification of revenue generated through certain consumer promotions to selling, general and administrative expenses. In the referenced commercial agreement, Lithia was granted stock warrants through the achievement of various milestones. In accordance with ASC 606, due to the nature of the agreement in place with Lithia, Shift must burden gross profit by the amount of the fair market value expense of the warrants issued to Lithia upon achievement of certain milestones.

 

9

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Gross Profit Per Unit To Adjusted Gross Profit Per Unit

(unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
   ($ per ecommerce unit)   ($ per ecommerce unit) 
Total gross profit per unit:                
GAAP total gross profit per unit  $1,265   $(391)  $1,719   $(153)
Warrant impact adjustment per unit   54    1,088    77    1,063 
Adjusted total gross profit per unit  $1,319   $697   $1,797   $910 
                     
Ecommerce gross profit per unit:                    
GAAP ecommerce gross profit per unit  $545   $360   $730   $524 
Warrant impact adjustment per unit   -    -    -    - 
Adjusted ecommerce gross profit per unit  $545   $360   $730   $524 
                     
Other gross profit per unit:                    
GAAP other gross profit per unit  $691   $437   $635   $384 
Warrant impact adjustment per unit   54    65    77    76 
Adjusted other gross profit per unit  $745   $502   $713   $460 
                     
Wholesale gross profit per unit:                    
GAAP wholesale gross profit per unit  $29   $(1,188)  $354   $(1,061)
Warrant impact adjustment per unit   -    1,023    -    987 
Adjusted wholesale gross profit per unit  $29   $(165)  $354   $(74)

 

10

 

 

SHIFT TECHNOLOGIES INC. AND SUBSIDIARIES

Reconciliation of Net Loss to Adjusted EBITDA

(In thousands)

(unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2020   2019   2020   2019 
   ($ in thousands)   ($ in thousands) 
Adjusted EBITDA Reconciliation        
Net Loss    $(23,320)  $(18,980)  $(54,644)  $(59,962)
(+) Interest expense, net (1)   1,256    1,180    3,707   $2,638 
(+) Stock-Based Compensation, including warrant remeasurement (2)   1,334    574    7,666   $930 
(+) Depreciation & Amortization   1,181    888    3,258   $2,184 
(+) Warrant Impact Adjustment   159    2,372    478   $7,277 
Adjusted EBITDA  $(19,390)  $(13,966)  $(39,535)  $(46,933)
EBITDA Margin (%)   (32.4)%   (30.5)%   (32.2)%   (33.8)%

 

(1) Interest expense, net includes Interest expense and Interest Income and other income (expense) less warrant remeasurement amounts
(2) Stock Based Compensation, including warrant remeasurement includes stock based compensation of $0.8 million and $0.7 million, for the three months ended September 30, 2020 and September 30, 2019, respectively, and $1.5 million and $1.l million for the nine months ended September 30, 2020 and September 30, 2019, respectively, recorded within Selling General and Administrative expenses and warrant remeasurements of $0.6 million and $(0.1) million, for the three months ended September 30, 2020 and September 30, 2019, respectively, and $6.2 million and $(0.l) million for the nine months ended September 30, 2020 and September 30, 2019, respectively, recorded within Interest Income and other income (expense) on the statement of operations and comprehensive loss.

 

11

 


The following information was filed by Shift Technologies, Inc. (SFT) on Thursday, November 12, 2020 as an 8K 2.02 statement, which is an earnings press release pertaining to results of operations and financial condition. It may be helpful to assess the quality of management by comparing the information in the press release to the information in the accompanying 10-Q Quarterly Report statement of earnings and operation as management may choose to highlight particular information in the press release.

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