Shift (SFTGQ) 10-Q 11 Aug 21 2021 Q2 Quarterly report Financial data

Cover Page

Cover Page - shares	6 Months Ended
	Jun. 30, 2021	Aug. 09, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-38839
Entity Registrant Name	Shift Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5325852
Entity Address, Address Line One	290 Division Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103-4893
City Area Code	855
Local Phone Number	575-6739
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SFT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		84,175,500
Entity Central Index Key	0001762322
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 238,235	$ 233,936
Accounts receivable, net	18,332	8,426
Inventory	122,451	49,086
Prepaid expenses and other current assets	6,497	5,478
Total current assets	385,515	296,926
Property and equipment, net	4,591	2,123
Capitalized website and internal use software costs, net	7,993	6,542
Restricted cash, non-current	1,475	1,605
Deferred borrowing costs	632	2,149
Other non-current assets	2,430	2,748
Total assets	402,636	312,093
Current liabilities:
Accounts payable	12,572	10,675
Accrued expenses and other current liabilities	25,466	22,286
Flooring line of credit	49,682	13,870
Total current liabilities	87,720	46,831
Convertible notes	143,768	0
Financial instruments liability	19,606	25,230
Other non-current liabilities	3,090	2,850
Total liabilities	254,184	74,911
Commitment and contingencies (Note 10)
Stockholders’ equity:
Preferred stock – par value $0.0001 per share; 1,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively	0	0
Common stock – par value $0.0001 per share; 500,000,000 shares authorized at June 30, 2021 and December 31, 2020, respectively; 84,162,817 and 83,904,182 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	8	8
Additional paid-in capital	497,303	511,617
Accumulated deficit	(348,859)	(274,443)
Total stockholders’ equity	148,452	237,182
Total liabilities and stockholders’ equity	$ 402,636	$ 312,093

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	1,000,000	1,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	84,162,817	83,904,182
Common stock, shares outstanding (in shares)	84,162,817	83,904,182

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue
Revenue	$ 154,850	$ 32,441	$ 260,854	$ 62,393
Cost of sales	138,519	28,868	237,158	55,478
Gross profit	16,331	3,573	23,696	6,915
Operating expenses:
Selling, general and administrative expenses	48,143	14,633	98,378	28,079
Depreciation and amortization	1,561	1,096	2,662	2,077
Total operating expenses	49,704	15,729	101,040	30,156
Loss from operations	(33,373)	(12,156)	(77,344)	(23,241)
Change in fair value of financial instruments	3,470	(5,633)	5,624	(5,633)
Interest and other expense, net	(1,758)	(1,204)	(2,696)	(2,450)
Net loss and comprehensive loss attributable to common stockholders	(31,661)	(18,993)	(74,416)	(31,324)
Net loss and comprehensive loss attributable to common stockholders	$ (31,661)	$ (18,993)	$ (74,416)	$ (31,324)
Net loss and comprehensive loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.41)	$ (5.79)	$ (0.95)	$ (9.68)
Net loss and comprehensive loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.41)	$ (5.79)	$ (0.95)	$ (9.68)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares)	78,046,020	3,278,547	78,000,870	3,235,106
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares)	78,046,020	3,278,547	78,000,870	3,235,106
Ecommerce revenue, net
Revenue
Revenue	$ 129,688	$ 27,468	$ 218,642	$ 49,384
Other revenue, net
Revenue
Revenue	5,075	1,215	9,094	1,897
Wholesale vehicle revenue
Revenue
Revenue	$ 20,087	$ 3,758	$ 33,118	$ 11,112

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Public Warrants	Previously Reported	Revision of Prior Period, Adjustment	Common Stock	Common StockPublic Warrants	Common StockPreviously Reported	Common StockRevision of Prior Period, Adjustment	Additional Paid in Capital	Additional Paid in CapitalPublic Warrants	Additional Paid in CapitalPreviously Reported	Additional Paid in CapitalRevision of Prior Period, Adjustment	Accumulated Deficit	Accumulated DeficitPreviously Reported
Beginning balance (in shares) at Dec. 31, 2019	0		255,237,101	(255,237,101)
Beginning balance at Dec. 31, 2019	$ 0		$ 223,631	$ (223,631)
Ending balance (in shares) at Mar. 31, 2020	0
Ending balance at Mar. 31, 2020	$ 0
Beginning balance (in shares) at Dec. 31, 2019					31,394,963		37,432,555	(6,037,592)
Beginning balance at Dec. 31, 2019	43,334		$ (180,297)	$ 223,631	$ 3		$ 3		$ 258,628		$ 34,997	$ 223,631	$ (215,297)	$ (215,297)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested options (in shares)					38,860
Issuance of common stock upon exercise of vested options	59								59
Repurchase of shares related to early exercised options	41								41
Stock-based compensation	327								327
Net loss and comprehensive loss	(12,331)												(12,331)
Net loss and comprehensive loss	(12,331)												(12,331)
Ending balance (in shares) at Mar. 31, 2020					31,433,823
Ending balance at Mar. 31, 2020	$ 31,430				$ 3				259,055				(227,628)
Beginning balance (in shares) at Dec. 31, 2019	0		255,237,101	(255,237,101)
Beginning balance at Dec. 31, 2019	$ 0		$ 223,631	$ (223,631)
Ending balance (in shares) at Jun. 30, 2020	0
Ending balance at Jun. 30, 2020	$ 0
Beginning balance (in shares) at Dec. 31, 2019					31,394,963		37,432,555	(6,037,592)
Beginning balance at Dec. 31, 2019	43,334		$ (180,297)	$ 223,631	$ 3		$ 3		258,628		34,997	223,631	(215,297)	(215,297)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss and comprehensive loss	(31,324)
Net loss and comprehensive loss	(31,324)
Ending balance (in shares) at Jun. 30, 2020					31,458,012
Ending balance at Jun. 30, 2020	$ 13,046				$ 3				259,664				(246,621)
Beginning balance (in shares) at Dec. 31, 2019	0		255,237,101	(255,237,101)
Beginning balance at Dec. 31, 2019	$ 0		$ 223,631	$ (223,631)
Ending balance (in shares) at Dec. 31, 2020	0
Ending balance at Dec. 31, 2020	$ 0
Beginning balance (in shares) at Dec. 31, 2019					31,394,963		37,432,555	(6,037,592)
Beginning balance at Dec. 31, 2019	43,334		$ (180,297)	$ 223,631	$ 3		$ 3		258,628		$ 34,997	$ 223,631	(215,297)	$ (215,297)
Ending balance (in shares) at Dec. 31, 2020					83,904,182
Ending balance at Dec. 31, 2020	$ 237,182				$ 8				511,617				(274,443)
Beginning balance (in shares) at Mar. 31, 2020	0
Beginning balance at Mar. 31, 2020	$ 0
Ending balance (in shares) at Jun. 30, 2020	0
Ending balance at Jun. 30, 2020	$ 0
Beginning balance (in shares) at Mar. 31, 2020					31,433,823
Beginning balance at Mar. 31, 2020	31,430				$ 3				259,055				(227,628)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested options (in shares)					24,189
Issuance of common stock upon exercise of vested options	28								28
Repurchase of shares related to early exercised options	89								89
Stock-based compensation	492								492
Net loss and comprehensive loss	(18,993)												(18,993)
Net loss and comprehensive loss	(18,993)												(18,993)
Ending balance (in shares) at Jun. 30, 2020					31,458,012
Ending balance at Jun. 30, 2020	$ 13,046				$ 3				259,664				(246,621)
Beginning balance (in shares) at Dec. 31, 2020	0
Beginning balance at Dec. 31, 2020	$ 0
Ending balance (in shares) at Mar. 31, 2021	0
Ending balance at Mar. 31, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020					83,904,182
Beginning balance at Dec. 31, 2020	237,182				$ 8				511,617				(274,443)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Warrant exchange (in shares)						125,160
Warrant exchange		$ (497)								$ (497)
Issuance of common stock upon exercise of vested options (in shares)					107,645
Issuance of common stock upon exercise of vested options	200								200
Repurchase of shares related to early exercised options	1								1
Vesting of early exercised options	132								132
Stock-based compensation	8,375								8,375
Net loss and comprehensive loss	(42,755)												(42,755)
Net loss and comprehensive loss	(42,755)												(42,755)
Ending balance (in shares) at Mar. 31, 2021					84,136,987
Ending balance at Mar. 31, 2021	$ 202,638				$ 8				519,828				(317,198)
Beginning balance (in shares) at Dec. 31, 2020	0
Beginning balance at Dec. 31, 2020	$ 0
Ending balance (in shares) at Jun. 30, 2021	0
Ending balance at Jun. 30, 2021	$ 0
Beginning balance (in shares) at Dec. 31, 2020					83,904,182
Beginning balance at Dec. 31, 2020	$ 237,182				$ 8				511,617				(274,443)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested options (in shares)	139,324
Net loss and comprehensive loss	$ (74,416)
Net loss and comprehensive loss	(74,416)
Ending balance (in shares) at Jun. 30, 2021					84,162,817
Ending balance at Jun. 30, 2021	$ 148,452				$ 8				497,303				(348,859)
Beginning balance (in shares) at Mar. 31, 2021	0
Beginning balance at Mar. 31, 2021	$ 0
Ending balance (in shares) at Jun. 30, 2021	0
Ending balance at Jun. 30, 2021	$ 0
Beginning balance (in shares) at Mar. 31, 2021					84,136,987
Beginning balance at Mar. 31, 2021	202,638				$ 8				519,828				(317,198)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of Capped Calls (Note 7)	(28,391)								(28,391)
Issuance of common stock upon exercise of vested options (in shares)					31,679
Issuance of common stock upon exercise of vested options	101								101
Repurchase of shares related to early exercised options (in shares)					(5,849)
Vesting of early exercised options	114								114
Stock-based compensation	5,651								5,651
Net loss and comprehensive loss	(31,661)												(31,661)
Net loss and comprehensive loss	(31,661)												(31,661)
Ending balance (in shares) at Jun. 30, 2021					84,162,817
Ending balance at Jun. 30, 2021	$ 148,452				$ 8				$ 497,303				$ (348,859)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (74,416)	$ (31,324)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,883	2,077
Stock-based compensation expense	13,608	699
Change in fair value of financial instruments	(5,624)	5,633
Contra-revenue associated with milestones	318	318
Amortization of debt discount	0	2,184
Changes in operating assets and liabilities:
Accounts receivable	(9,906)	(377)
Inventory	(73,365)	2,588
Prepaid expenses and other current assets	(1,019)	(1,202)
Other non-current assets	75	(48)
Accounts payable	1,373	1,050
Accrued expenses and other current liabilities	3,389	4,204
Other non-current liabilities	1,805	(43)
Net cash, cash equivalents, and restricted cash used in operating activities	(140,879)	(14,241)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(2,921)	(298)
Capitalized website internal-use software costs	(2,934)	(1,933)
Net cash, cash equivalents, and restricted cash used in investing activities	(5,855)	(2,231)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from flooring line of credit facility	162,241	29,127
Repayment of flooring line of credit facility	(126,504)	(38,690)
Proceeds from SBA PPP Loans	0	6,055
Proceeds from Convertible Notes (Note 6)	143,768	0
Premiums paid for Capped Call Transactions (Note 7)	(28,391)	0
Exchange of warrants for cash	(497)	0
Proceeds from stock option exercises, including from early exercised options	301	69
Repurchase of shares related to early exercised options	(15)	(3)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities	150,903	(3,442)
Net increase (decrease) in cash, cash equivalents and restricted cash	4,169	(19,914)
Cash, cash equivalents and restricted cash, beginning of period	235,541	44,576
Cash, cash equivalents and restricted cash, end of period	239,710	24,662
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	427	459
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures in accounts payable	525	0
Vesting of exercised options	246	129
Stock-based compensation capitalized to internal-use software	$ 418	$ 119

DESCRIPTION OF THE BUSINESS AND

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES	1. DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES Shift Technologies, Inc., which, together with its subsidiaries we refer to as Shift, we, us, our, SFT, or the Company, conducts its business through its wholly owned subsidiaries Shift Platform, Inc., Shift Operations, LLC, and Shift Finance, LLC. Shift Platform, Inc., formerly known as Shift Technologies, Inc. (“Legacy Shift”) was incorporated in the State of Delaware on December 9, 2013. The Company is headquartered in San Francisco, California and operates hubs to purchase, recondition and/or sell vehicles in major cities in California, Oregon, Washington, Texas, and Nevada. Shift operates an innovative platform to make car purchases, car sales and ownership simple. Shift’s innovative platform, which includes proprietary pricing technology, provides consumers with a digital purchase and selling experience, and includes offerings throughout the sales cycle, including vehicle pickup and delivery at a customer’s location. The Company currently is organized into two reportable segments: Retail and Wholesale. The Retail segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales such as vehicle service contracts, guaranteed asset protection waiver coverage, prepaid maintenance plans, and appearance protection plans. The Wholesale segment represents sales of used vehicles through wholesale auctions or directly to a wholesaler (“DTW”). Insurance Acquisition Corp. Merger On October 13, 2020, Insurance Acquisition Corp. (“IAC”), an entity listed on the Nasdaq Capital Market under the trade symbol “INSU”, acquired Legacy Shift by the merger of IAC Merger Sub, Inc., a direct wholly owned subsidiary of IAC, with and into Legacy Shift, with Legacy Shift continuing as the surviving entity and a wholly owned subsidiary of IAC (the “Merger”). The public company resulting from the merger was renamed Shift Technologies, Inc. Upon the consummation of the Merger, Shif t received approximately $300.9 million, net of fees and expenses. See Note 2 - Merger for additional details regarding this transaction. COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic, and the Company expects its operations in all locations to be affected as the pandemic progresses. The Company saw a slowing of vehicle sales immediately following the shelter in place ordinances in March; however, within five weeks, weekly sales volume rebounded nearly to pre-COVID-19 volumes. The Company has adjusted certain aspects of its operations to protect its employees and customers while still meeting customers’ needs for vital technology, including implementing contactless purchase and delivery processes and applying long-term antimicrobial surface and air protection systems for its entire inventory. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), was signed into law in response to the COVID-19 pandemic. The CARES Act includes several significant income tax relief provisions as well as the deferral of the employer portion of the social security payroll tax. The income tax benefits include a favorable increase in the interest expense limitation under section 163(j), allowing a five-year net operating loss (“NOL”) carryback provision for certain NOLs, and increasing the amount of NOLs corporations may use to offset income for taxable years beginning before 2021. The Company has evaluated the income tax impacts of the CARES Act and does not expect that the income tax relief provisions of the CARES Act would not significantly impact the Company, since it has had taxable losses since inception. In addition, the Company has adopted the deferral of the employer portion of the social security payroll tax. The deferral was effective from the enactment date through December 31, 2020. As of June 30, 2021, the Company had deferred $1.3 million. The deferred amount will be paid in two installments and the amount will be considered timely paid if 50% of the deferred amount is paid by December 31, 2021 and the remainder by December 31, 2022. Basis of Presentation Our unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the interim condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 and 2020, condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2021 and 2020, and condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, and amounts relating to the interim periods included in the accompanying notes to the interim condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements contained in the Company's most recent Annual Report on Form 10-K , and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated balance sheet as of June 30, 2021, and its results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The results for the three and six months ended June 30, 2021, are not necessarily indicative of the results expected for the fiscal year or any other periods. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 19, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to the valuation of vehicle inventory, capitalized website and internal-use software development costs, fair value of common stock, financial instruments, convertible debt, stock-based compensation and income taxes. The COVID-19 pandemic has adversely impacted the global economy, as well as the Company’s operations, and the extent and duration of the impacts remain unclear. The Company’s future estimates, including, but not limited to, the inventory valuations, and fair value measurements, may be impacted and continue to evolve as conditions change as a result of the COVID-19 pandemic. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. As of June 30, 2021 and December 31, 2020, all liability-classified financial instruments that are remeasured on a recurring basis have been valued using Level 3 inputs. The determination of the fair value of the Lithia warrants subject to remeasurement was based on the Black-Scholes valuation model, which requires significant estimates including the expected volatility of our common stock, expected dividend yield, option term and risk-free rate. The fair value of the Escrow Shares was determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. The liability arising from the Escrow Shares is included in financial instruments liability in the condensed consolidated balance sheets. The expected annual volatility of our common stock was estimated to be 69.69% and 63.93% as of June 30, 2021 and December 31, 2020, respectively, based on the historical volatility of comparable publicly traded companies. The table below illustrates the changes in the fair value of the Company’s Level 3 financial instruments liability: (in thousands) 2021 2020 Balance as of January 1, $ 25,230 $ 4,810 Remeasurement of Lithia warrants — 5,633 Remeasurement of Escrow Shares liability (5,624) — Balance as of June 30, $ 19,606 $ 10,443 All Legacy Shift warrants outstanding prior to the merger were exercised and settled via net share settlement. The number of shares issued upon the exercise of the warrants was reduced in lieu of cash payment for the exercise price of the warrants. There were no warrants outstanding at June 30, 2021. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. This ASU is effective for public and private companies’ fiscal years beginning after December 15, 2018, and December 15, 2021, respectively, with early adoption permitted. The Company expects to adopt ASU 2016-02 under the private company transition guidance beginning January 1, 2022, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company expects to adopt ASU 2016-13 under the private company transition guidance beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 will be effective for the Company for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact, if any, the guidance will have on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020, through December 31, 2022. The Company is currently assessing the impact, if any, the guidance will have on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible debt by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity

MERGER

MERGER	6 Months Ended
	Jun. 30, 2021
Business Combinations [Abstract]
MERGER	2. MERGER On October 13, 2020, Legacy Shift and IAC consummated the Merger, with Legacy Shift surviving the Merger as a wholly-owned subsidiary of IAC, which was renamed “Shift Technologies, Inc.” Immediately prior to the closing of the Merger, all shares of outstanding redeemable convertible preferred stock of Legacy Shift were automatically converted into shares of Legacy Shift common stock, and all outstanding warrants for Legacy Shift shares were exercised. Upon the consummation of the Merger, each share of Legacy Shift common stock issued and outstanding was canceled and converted into the right to receive 0.1073 shares (the “Exchange Ratio”) of Class A common stock of IAC, including the contingently cancellable Escrow Shares described below. In connection with the execution of the merger agreement, IAC entered into separate subscription agreements (each, a “Subscription Agreement”) with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and IAC agreed to sell to the Subscribers, an aggregate of 18,900,000 shares of common stock (the “PIPE Shares”), for a purchase price of $10 per share and an aggregate purchase price of $189.0 million, in a private placement pursuant to the subscription agreements (the “PIPE”). The PIPE investment closed simultaneously with the consummation of the Merger. The Merger is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, IAC was treated as the “acquired” company for financial reporting purposes (See Note 1 - Description of the Business and Accounting Policies). Accordingly, for accounting purposes, the Merger was treated as the equivalent of Shift issuing stock for the net assets of IAC, accompanied by a recapitalization. The net assets of IAC of $0.1 million are stated at historical cost, with no goodwill or other intangible assets recorded. Escrow Shares The former Legacy Shift stockholders are entitled to receive up to an additional 6,000,218 shares of the Company’s common stock (the “Escrow Shares”). The Escrow Shares were deposited into an escrow account in connection with the closing of the Merger, with each former Legacy Shift stockholder listed as beneficiary in proportion to their percentage ownership of Legacy Shift common shares immediately prior to the Merger. The Escrow Shares will be released to the beneficiaries if the following conditions are achieved following October 13, 2020, the date of the closing of the Merger: i. if at any time during the 12 months following the closing, the closing share price of the Company’s common stock is greater than $12.00 over any 20 trading days within any 30 trading day period, 50% of the Escrow Shares will be released; and ii. if at any time during the 30 months following the closing, the closing share price of the Company’s common stock is greater than $15.00 over any 20 trading days within any 30 trading day period, 50% of the Escrow Shares will be released. iii. If, during the 30 months following the closing, there is a change of control (as defined in the Merger Agreement) that will result in the holders of the Company’s common stock receiving a per share price equal to or in excess of $10 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock after the date of the Merger), then all Escrow Shares shall be released to the Legacy Shift stockholders effective as of immediately prior to the consummation of such change of control. The Escrow Shares are legally outstanding and the beneficiaries retain all voting, dividend and distribution rights applicable to the Company’s common stock while the shares are in escrow. If the conditions for the release of the Escrow Shares are not met, the shares and any dividends or distributions arising therefrom shall be returned to the Company. The Escrow Shares are not considered outstanding for accounting purposes, and as such are excluded from the calculation of basic net loss per share (see Note 12). The Escrow Shares meet the accounting definition of a derivative financial instrument. As the number of Escrow Shares that will ultimately be released is partially dependent on variables (namely, the occurrence of a change in control) that are not valuation inputs to a “fixed for fixed” option or forward contract, the Escrow Shares are not considered to be indexed to the Company’s common stock and are therefore classified as a liability. The Company’s obligation to release the Escrow Shares upon achievement of the milestones was recorded to financial instruments liability on the condensed consolidated balance sheets at fair value as of the date of the Merger. Subsequent changes in the fair value of the liability are recorded to change in fair value of financial instruments on the condensed consolidated statements of operations and comprehensive loss. No Escrow Shares had been released as of June 30, 2021. During the three and six months ended June 30, 2021, the Company recognized gains related to the change in fair value of the Escrow Shares of $3.5 and $5.6 million, respectively, which are included in change in fair value of financial instruments on the condensed consolidated statements of operations and comprehensive loss.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Equipment $ 4,903 $ 2,132 Furniture and fixtures 191 158 Leasehold improvements 904 1,408 Total property and equipment 5,998 3,698 Less: accumulated depreciation (1,407) (1,575) Property and equipment, net $ 4,591 $ 2,123 Depreciation expense related to property and equipment was $0.7 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense related to property and equipment was $1.0 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively. Depreciation expense is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

CAPITALIZED WEBSITE AND INTERNA

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET	4. CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET Capitalized website and internal use software costs, net consists of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 20,664 17,308 Less: accumulated amortization (13,056) (11,151) Capitalized website and internal-use software development costs, net $ 7,993 $ 6,542 Amortization of capitalized software development costs is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. Amortization of capitalized software development costs amounted to $1.0 million and $0.8 million for the three months ended June 30, 2021 and 2020, respectively, and $1.9 million and $1.6 million for the six months ended June 30, 2021 and 2020, respectively.

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Liability for vehicles acquired under OEM program $ 513 $ 11,461 Accrued payroll related costs 8,609 4,155 Provision for DMV refunds 1,071 1,093 Accrued sales taxes 7,341 1,503 Common stock subject to repurchase liability, current 310 524 Interest payable 713 18 Other accrued expenses 6,909 3,532 Total accrued expenses and other current liabilities $ 25,466 $ 22,286 In November 2019, the Company entered into an arrangement with an original equipment manufacturer (“OEM”) to sell vehicles sourced locally through the trade-in program of the OEM on the Company’s platform. Under the terms of the arrangement, the Company has the option to provisionally accept any trade-ins based on information provided by the OEM. The Company transports any accepted vehicles to one of its inspection and reconditioning centers where Shift inspects the vehicle and makes a final purchasing decision regarding the vehicle. Any rejected vehicles are sent to wholesale auction facilities at Shift’s expense, at which point Shift has no further obligations to the automaker for the rejected vehicle. The Company records inventory received under the arrangement with the OEM equal to the amount of the liability due to the OEM to acquire such vehicles. The liability due to the OEM provider for such acquired vehicles is equal to the OEM’s original acquisition price. The final price paid to the OEM upon sale of the vehicle includes an additional amount equal to 50% of the excess of the sales price over the original acquisition price. Interest payable in the table above as of December 31, 2020 has been reclassified to be shown separately from other accrued expenses to conform to the presentation as of June 30, 2021 .

BORROWINGS

BORROWINGS	6 Months Ended
	Jun. 30, 2021
Debt Disclosure [Abstract]
BORROWINGS	6. BORROWINGS Convertible Notes On May 27, 2021, the Company completed a private offering of its 4.75% Convertible Senior Notes due 2026 (the “Notes”). The aggregate principal amount of the Notes sold in the offering was $150.0 million. The Notes are the Company’s senior unsecured obligations and will rank equally in right of payment with the Company’s future senior unsecured indebtedness, senior in right of payment to the Company’s future indebtedness that is expressly subordinated to the Notes and effectively subordinated to the Company’s future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Notes will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021, at a rate of 4.75% per year. The Notes will mature on May 15, 2026, unless earlier converted, redeemed or repurchased by the Company. The Notes are convertible into shares of the Company’s Class A common stock at an initial conversion rate of 118.6556 shares of the Company’s Class A common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $8.43 per share of the Company’s Class A common stock). The initial conversion price represents a premium of approximately 27.50% over the last reported sale price of the Company’s Class A common stock on May 24, 2021, which was $6.61 per share. The conversion rate will be subject to adjustment upon the occurrence of certain events prior to the maturity date. The Company will increase the conversion rate on a sliding scale to up to a maximum of 151.2859 per $1,000 principal amount for a holder who elects to convert its notes in connection with certain corporate events or the Company’s delivery of a notice of redemption, as the case may be, in certain circumstances. Noteholders may convert their notes at their option only in the following circumstances: 1. during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 2. during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day; 3. upon the occurrence of certain corporate events or distributions on our Class A common stock; 4. if we call such notes for redemption; and 5. at any time from, and including, November 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Notes will be settled in cash, shares of the Company's Class A common stock or a combination thereof, at the Company's election. The Notes will be redeemable, in whole or in part (subject to a partial redemption limitation), at the Company’s option at any time, and from time to time, on or after May 20, 2024 and on or before the 40th scheduled trading day immediately before the Maturity Date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice; and (ii) a registration statement covering the resale of the shares of the Company’s Class A common stock, if any, issuable upon conversion of the Notes in connection with such optional redemption is effective and available for use and is expected, as of the date the redemption notice is sent, to remain effective and available during the period from, and including the date the redemption notice is sent to, and including, the business day immediately before the related redemption date, unless the Company elects cash settlement in respect of the conversions in connection with such optional redemption. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption and on or prior to the business day immediately before the related redemption date. If the Company elects to redeem less than all of the outstanding Notes, at least $50.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date the Company sends the related redemption notice. Unamortized deferred borrowing costs at June 30, 2021 were $6.2 million, and are included as a reduction to convertible notes on the condensed consolidated balance sheets. For the three and six months ended June 30, 2021, the Company recorded $0.7 million of contractual interest expense and $0.1 million of deferred borrowing cost amortization to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. The effective interest rate of the Notes is 5.73% for all periods presented. The fair value of the Notes (Level 1) at June 30, 2021 was $186.8 million. The Company used a portion of the net proceeds from the sale of the notes to pay the cost of the capped call transactions (see Note 7 - Stockholders' Equity), and intends to use the remaining proceeds for working capital and general corporate purposes. Flooring Line of Credit On October 11, 2018, the Company entered into a flooring line of credit facility (“FLOC”) with U.S. Bank National Association (“US Bank”), with the proceeds from such arrangement available to finance the purchase of vehicles. The FLOC initially allowed for a $30.0 million commitment of advances, whereby the Company may borrow, prepay, repay and reborrow the advances. Advances may be prepaid in part or in full at any time without charge, penalty or premium. The terms of the facility allowed the Company to request a one-time increase in the commitment by an amount equal to $20.0 million, provided that certain conditions in the facility agreement are met. The expiration date of the facility was initially September 30, 2019. Advances under the facility accrue interest at LIBOR plus 2.00% and as of June 30, 2021, LIBOR was 0.10%. The obligations under the facility are secured by substantially all of the Company’s inventory, both currently owned or acquired thereafter. Repayment of obligations under the facility are guaranteed by Lithia. Upon expiration of the facility, Lithia has guaranteed the provision of the flooring line of credit through October 11, 2021 if the Company is unable to secure an extension of the flooring line of credit facility with US Bank. With the signing of the flooring line of credit with US Bank, the Company entered into the commercial agreement for Milestone 1 and the related warrants were issued. Refer to Note 9 - Related Party Transactions for further details regarding the guarantee of the flooring line of credit, the commercial agreement and the warrants. The loan and security agreement contained a financial covenant that required the Company to maintain a total balance of unrestricted cash and the amount of principal available to be drawn (together, the “Borrower’s Liquidity”) equal to or exceeding four times the decrease, if any, of the cash and cash equivalents balance on the determination date compared with the balance three months prior (together calculated with the Borrower’s Liquidity, the “Liquidity Covenant”). The loan and security agreement also sets forth negative covenants that restrict indebtedness, liens, investments, sales of assets, fundamental changes, distributions and other matters. On February 14, 2019, the Company entered into the first amendment to the FLOC to increase the loanable amount to 100% of cost for used vehicles purchased at auction or 100% of the wholesale value of used cars determined by US Bank. The original loanable amount ranges from 50% to 100%, depending on the purchased channel and model years of each vehicle. The Company also agreed to open a commercial sweep account that reduces the principal balance outstanding. Interest income is earned from the commercial sweep account. On November 29, 2019, the loan and security agreement expiration date was amended from December 31, 2019 to September 30, 2020. The advance for loan amount was reduced from 100% to 80% of the wholesale value of used vehicles acquired. The Company is required to pay the remaining related principal portion for any used vehicle not sold at least six months after the advance/funding date. The Liquidity Covenant was further reduced to two times the Company’s three-month cash burn amount of January, February and March 2020, one-half times the three-month cash burn amount of April, May and June 2020, and one times the three-month cash burn amount of succeeding months. On December 21, 2020, the loan and security agreement was further amended to extend the expiration date to October 11, 2021 and to increase the amount available under the FLOC to $50.0 million. The amendment also requires the Company to pay a fee of 0.40% per annum on unused availability under the FLOC. The FLOC is subject to customary subjective acceleration clauses, effective upon a material adverse change in the Company’s business or financial condition, or a material impairment in the Company’s ability to repay the borrowing. As of June 30, 2021, the Company was not in breach of any debt covenants or subjective acceleration clauses. Delayed Draw Term Loan Agreement Concurrent with the initial closing of the Series D Convertible Preferred Stock, the Company also entered into the Delayed Draw Term Loan Agreement (“DDTL”) with Lithia, whereby Lithia agreed to make up to two term loans (“Term Loan A” and “Term Loan B”) from November 29, 2019, to June 12, 2020 (extended by amendment to July 31, 2020), with a maximum principal amount of $12.5 million per term loan. Interest accrued on the outstanding principal amount of each Term Loan at a rate equal to LIBOR plus 0.50% The terms of the DDTL include various restrictive covenants, events of default, and security interests in the Company's assets. In December 2019, the Company drew down on Term Loan A in the amount of $12.5 million. In July 2020, the Company drew down $12.5 million to fund Term Loan B. The DDTL, including both Term Loans A and B, was repaid in full in November 2020. SBA PPP Loan On April 22, 2020, the Company, through Shift Platform Inc. (then named Shift Technologies, Inc.), and its wholly owned subsidiary, Shift Operations LLC, obtained loans under the Paycheck Protection Program (the “PPP Loans”) with an outstanding principal amount of $6.1 million. The PPP Loans were made through Newtek Small Business Finance (the “Lender”), and the Company entered into two U.S. Small Business Administration Paycheck Protection Program Notes (the “Agreements”) with the Lender evidencing the PPP Loans. Interest accrued on the outstanding principal balances of the PPP Loans at a fixed rate of 1.0%, which is deferred for the first nine months of the term of the PPP Loans.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
STOCKHOLDERS' EQUITY	7. STOCKHOLDERS' EQUITY Capped Call Transactions On May 27, 2021, in connection with the issuance of the Notes (see Note 6 - Borrowings), the Company consummated privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the initial purchasers, their respective affiliates and other counterparties (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of the Company’s Class A common shares underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of the Company’s Class A common stock upon conversion of the Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Notes upon conversion thereof, with such reduction and/or offset subject to a cap. The Capped Call Transactions are settled from time to time upon the conversion of the Notes, with a final expiration date of May 15, 2026. The Capped Call Transactions are settled in the same proportion of cash and stock as the converted Notes. The proportion of cash and stock used to settle the Notes is at the discretion of the Company. The cap price of the Capped Call Transactions was initially approximately $14.8725 per share, which represents a premium of approximately 125% above the last reported sale price per share of Class A common stock on NASDAQ on May 24, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties, are not part of the terms of the Notes and will not change any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions. The Company used approximately $28.4 million of the net proceeds from the offering of the Notes to pay the cost of the Capped Call Transactions. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company's stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital on the condensed consolidated balance sheets. The following table presents the hypothetical settlement amount of the Capped Call Transactions at June 30, 2021, assuming the conversion of all outstanding Notes. The table also presents the hypothetical impact of a $1 increase or decrease in our share price on the settlement amounts. As the Company can receive settlement of the Capped Called Transactions in any combination of cash or common stock (depending on how the Company elects to settle the Notes), the table presents both the cash settlement amount assuming 100% cash settlement and the share settlement amount in common shares assuming 100% share settlement. As of June 30, 2021 Cash Settlement Amount Share Settlement Amount Fair Value of Share Settlement (thousands) (# of shares) (thousands) Hypothetical Capped Call Settlement Value $ 973 110,862 $ 951 Capped Call Settlement Value - Share Price + $1 10,667 1,259,210 10,804 Capped Call Settlement Value - Share Price - $1 — — — Warrant Exchange On December 24, 2020, the Company announced the preliminary results of its offer to exchange (“Offer”) 0.25 shares of Class A common stock and $1.00 in cash, without interest, for each of the 7,532,500 outstanding publicly traded warrants to purchase the Class A common stock of the Company, formerly known as Insurance Acquisition Corp. (“IAC”), in connection with the initial public offering of IAC’s securities on March 22, 2019, which entitle such warrant holders to purchase one share of Class A common stock at an exercise price of $11.50, subject to adjustments (the “Public Warrants”), upon the terms and subject to the conditions set forth in the Company’s Tender Offer Statement on Schedule TO originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 5, 2020, as amended. The Offer to exchange expired on December 23, 2020. On December 28, 2020, the Company issued an aggregate of 1,744,088 shares of Class A common stock and $7.0 million in cash in exchange for the Public Warrants validly tendered and accepted for exchange in accordance with the Offer. Pursuant to the terms of the Offer, on December 28, 2020, the Company issued an aggregate of 53,125 shares of Class A common stock and $0.2 million in cash to the holders of 212,500 privately placed warrants, at the same exchange ratio offered to the Public Warrant holders in the Offer (the "Private Exchange"). In connection with the Offer and the Private Exchange, the Company issued an aggregate of 1,798,203 shares of Class A common stock, representing approximately 2.1% of the shares of Class A Common Stock outstanding after such issuances. The Company subsequently issued 125,160 additional shares of Class A common stock and distributed $0.5 million in cash on January 14, 2021 in exchange for all remaining Public Warrants that were outstanding at December 31, 2020. There were no warrants outstanding at June 30, 2021.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION PLANS	8. STOCK-BASED COMPENSATION PLANS The Company’s 2014 Stock Option Plan (the “2014 Plan”) provides for the grant of restricted stock awards and incentive and non-qualified options and to purchase common stock to officers, employees, directors, and consultants. Options granted to employees and non-employees generally vest ratably over four Each Legacy Shift option from the 2014 Plan that was outstanding immediately prior to the Merger, whether vested or unvested, was converted into an option to purchase a number of shares of post-Merger common stock (each such option, a "Converted Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Legacy Shift common stock subject to such Legacy Shift option immediately prior to the Merger and (ii) the equity award exchange ratio. The per share exercise price for each share of post-Merger common stock issuable upon exercise of the Converted Option is equal to the exercise price per Legacy Shift share of each Legacy Shift option immediately before the Merger, with certain adjustments necessary to preserve ISO classification of awards for income tax purposes. The mechanism of conversion resulted in the fair value of each Converted Option award equaling the fair value of the corresponding Legacy Shift option award immediately prior to the consummation of the Merger. Except as specifically provided in the Merger Agreement, following the Merger, each Converted Option continues to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Legacy Shift option immediately prior to the consummation of the Merger. All stock option activity was retroactively restated to reflect the Converted Options. At the Company's special meeting of stockholders held on October 13, 2020, the stockholders approved the 2020 Omnibus Equity Compensation Plan (the "2020 Plan"). The 2020 Plan provides for the grant of incentive and non-qualified stock option, restricted stock units ("RSUs"), restricted share awards, stock appreciation awards, and cash-based awards to employees, directors, and consultants of the Company. Awards under the 2020 Plan expire no more than ten years from the date of grant. The 2020 Plan became effective immediately upon the closing of the Merger. Activity related to employee and non-employee stock options issued under the 2014 Plan is set forth below: Number of Weighted Weighted Average Aggregate Intrinsic Value (000’s) As of December 31, 2020 2,356,623 $ 1.80 8.40 $ 15,230 Granted — — Exercised (139,324) 2.16 Forfeited (272,609) 2.65 Cancelled (expired) (55,105) 3.53 As of June 30, 2021 1,889,585 $ 1.62 7.44 $ 13,142 Exercisable as of June 30, 2021 1,889,585 $ 1.62 7.44 $ 13,142 Activity related to employee and non-employee RSU awards issued under the 2020 Plan is set forth below: Number of Weighted Weighted Average Aggregate Intrinsic Value (000’s) As of December 31, 2020 — $ — — $ — Granted 8,492,524 7.24 Vested — — Forfeited (441,202) 7.53 As of June 30, 2021 8,051,322 $ 7.23 1.67 $ 69,080 The RSUs granted during the six months ended June 30, 2021 include 1,771,220 RSUs that vest if the closing price of the Company's common stock exceeds thresholds ranging from $23 to $28 during the two year period following the second anniversary of the earlier of the closing of the Merger or the grantee's date of hire. The grant date fair values of awards with market-based vesting conditions were determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. Stock-Based Compensation Expense For the three months ended June 30, 2021 and 2020, the Company recorded stock-based compensation expense to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss of $5.4 million and $0.4 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recorded stock-based compensation expense of $13.6 million and $0.7 million, respectively In addition, the Company capitalized stock-based compensation costs for the three months ended June 30, 2021 and 2020 of $0.2 million and $0.1 million, respectively, to capitalized website and internal use software costs, net. For the six months ended June 30, 2021, the Company capitalized $0.4 million and $0.1 million. As of June 30, 2021, there was $46.7 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.42 years. Common Stock Subject to Repurchase Related to Early Exercised Options The Company typically allows employees to exercise options prior to vesting. Upon termination of service of an employee, the Company has the right to repurchase at the original purchase price any non-vested but issued common shares. Such an exercise is not substantive for accounting purposes. The consideration received for an exercise of an option is considered to be a deposit of the exercise price, and the related dollar amount is recorded as a liability. The liability is reclassified to additional paid in capital as the award vests.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	9. RELATED PARTY TRANSACTIONS Sales with Related Party The Company operates a one-sided marketplace (“OSM”) program whereby the Company acquires cars from various sources in Oxnard, California and sells them directly and solely to Lithia. The Company invoices Lithia based on the purchase price of the car plus an agreed upon margin. During the three months ended June 30, 2021 and 2020, the Company recognized approximately $4.6 million and $0.5 million, respectively, of sales from the OSM agreement with Lithia. During the six months ended June 30, 2021 and 2020, the Company recognized approximately $6.9 million and $1.6 million, respectively, of sales from the OSM agreement with Lithia. Accounts Receivable from Related Party As of June 30, 2021 and December 31, 2020, the Company has $2.4 million and $0.2 million in outstanding accounts receivable from Lithia, which is comprised of $2.3 million and $0.1 million, respectively, in vehicle sales and $0.1 million and $43 thousand, respectively, in commissions based on the number of loan contracts booked with US bank. The Company operates under Lithia’s master agreement with US Bank where the collections pass through Lithia. Warrant and Commercial Agreements In September 2018, the Company entered into a warrant agreement (the “Warrant Agreement”) and a commercial agreement for Milestone 1 with Lithia and granted Lithia a warrant to purchase 86,661,588 shares of Legacy Shift common stock at an exercise price of $0.01 per share (the “Warrant Shares”). The Warrant Shares were scheduled to vest and become exercisable in six separate tranches of 14,443,598 shares each. Vesting and exercisability was dependent upon the achievement of the Milestones, as defined below. While the Warrant Agreement establishes general vesting terms for each of the six Milestones, each of the six Milestones contains substantive service or performance requirements, and were non-binding as neither the Company nor Lithia were obligated to perform until the commercial agreement associated with each Milestone was executed. Two tranches of 14,443,598 Warrant Shares were scheduled to vest and become immediately exercisable upon the achievement of each of Milestone 1 and Milestone 2. The remaining four tranches of 14,443,598 Warrant Shares were scheduled to vest and become exercisable on January 12, 2020 (the “Vesting Cliff Date”), provided that Milestone 3, Milestone 4, Milestone 5 and Milestone 6 were achieved prior to such date. If such Milestone had not been achieved by the Vesting Cliff Date, such 14,443,598 Warrant Shares would vest and become immediately exercisable upon the achievement of such Milestone. With respect to any unvested Warrant Shares that had not vested by June 12, 2020 (the “Vesting Termination Date”), the Warrant would automatically terminate. All Warrant Shares became vested prior to the Vesting Termination Date and were exercised prior to the Merger. • Milestone 1 — the Company, with Lithia’s assistance, enters into acceptable credit facilities with access to asset-based used vehicle floorplan financing. • Milestone 2 — the Company and Lithia enter into a data sharing commercial agreement whereby Lithia agrees to transfer certain historical transaction and inventory data to the Company. • Milestone 3 — the Company and Lithia enter into a lease and services agreement whereby Lithia will make available at least one of its locations for the Company’s use as a storage/reconditioning/retail delivery center. • Milestone 4 — the Company and Lithia enter into a lease and services agreement whereby Lithia will make available at least three of its locations for the Company’s use as a storage/reconditioning/retail delivery center. • Milestone 5 — the Company and Lithia enter a commercial agreement whereby Lithia agrees to use commercially reasonable best efforts to help the Company secure and maintain access to finance and insurance products on par with a typical Lithia store. • Milestone 6 — the Company and Lithia entering into a commercial agreement where Lithia will purchase mutually-agreed upon vehicles from the Company in a minimum of three existing Lithia markets. 2018 Milestones The commercial agreement agreed to with Lithia in September 2018 was entered into concurrently with arrangements that provide for Lithia’s guarantee of the flooring line of credit for a three-year period and the provision by Lithia for the delayed draw facility, see Note 6 - Borrowings. The Company determined that there was significant value in the terms received related to both the guarantee and delayed draw facility, for which the Company transferred the warrants identified in Milestone 1 as compensation. Accordingly, upon entering into the arrangements, the Company measured the fair value of the guarantee received at $9.1 million and the fair value of the delayed draw facility at $5.7 million. The fair value of the guarantee is treated as a deferred borrowing cost associated with the flooring line of credit and is included within deferred borrowing costs on the condensed consolidated balance sheets and is being amortized over the three-year guarantee period, which resulted in $0.8 million and $1.2 million of interest expense during the three months ended June 30, 2021 and 2020, respectively, and $1.6 million and $2.4 million for the six months ended June 30, 2021 and 2020, respectively. The deferred loan commitment cost was amortized over the four-year loan commitment period and the remaining balance was written off when the DDTL was repaid on November 10, 2020. Amortization of the deferred loan commitment cost associated with the delayed draw facility resulted in total interest expense during the three and six months ended June 30, 2020 of $0.3 million and $0.7 million, respectively. The warrants issued with Milestone 1 were determined to be liability classified, subject to remeasurement, and were recorded as a non-current liability on the condensed consolidated balance sheets as of March 31, 2020. The warrants were exercised in connection with the Merger closing on October 13, 2020. The Company recognized remeasurement losses of $5.6 million for the three and six months ended June 30, 2020. 2019 Milestones In connection with the negotiations related to Milestone 5, Lithia facilitated an agreement with Automotive Warranty Services (“AWS”) to sell and market AWS’s service plans, whereby the Company receives commission rates from AWS of comparable terms to those received by Lithia. In substance the Company paid Lithia, in the form of Warrant Shares, to make an upfront payment to Company’s customers on behalf of the Company as the Company achieved favorable pricing from AWS. The benefits of this agreement were guaranteed by Lithia for an initial term of five years commencing on the signing date of the agreement. Such arrangement was the first of a number of agreements to be entered into under the terms of Milestone 5, see further discussion below. The estimated fair value of the in substance upfront payment to AWS was $2.8 million with an offsetting entry recorded to additional paid-in capital, representing a capital transaction with a related party. Milestone 5 was met in October 2019 and the Company recorded the warrants to additional paid-in capital based on a fair value of $4.3 million. Milestone 5 was achieved after a mutual signed agreement was entered into evidencing that Lithia provided commercially best efforts to help the Company secure and maintain access to four finance and insurance products on par with a typical Lithia store. The fair value of the in substance upfront payment, other than the $2.8 million for AWS discussed above, was $0.4 million and was recorded to other non-current assets on the condensed consolidated balance sheets. The combined asset recorded of $3.2 million is subject to amortization over a five-year period expected period of benefit. During the three months ended June 30, 2021 and 2020, the Company amortized $0.2 million and $0.2 million, respectively of the asset as a reduction to finance and insurance sales, which is recorded within other revenue, net on the condensed consolidated statements of operations and comprehensive loss. During the six months ended June 30, 2021 and 2020, the Company amortized $0.3 million and $0.3 million, respectively. As of June 30, 2021 and December 31, 2020, the remaining asset, net of amortization, was $1.6 million and $1.9 million, respectively. Lease Agreements On November 1, 2018 and July 10, 2019, pursuant to Milestone 3 and 4, the Company and Lithia, entered into license and services agreements that govern the Company’s access to and utilization of reconditioning, offices and parking spaces at the Concord and Portland facilities of Lithia, respectively. Both agreements expire on October 12, 2021, with automatic 12 month renewal subject to terms and conditions of the agreements. During the three months ended June 30, 2021 and 2020, total costs related to these agreements were approximately $50 thousand and $38 thousand, respectively. During the six months ended June 30, 2021 and 2020, total costs related to these agreements were approximately $0.1 million and $0.1 million, respectively. The lease costs were expensed to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Flooring Line of Credit Guarantee In February 2019, the Company entered into a guarantee agreement with Lithia. The interest rate is 1.50% per annum based on a daily outstanding flooring line of credit and is payable monthly to Lithia. For the three months ended June 30, 2021 and 2020, the Company recorded $5 thousand and $25 thousand, respectively of interest and $0.8 million and $1.2 million, respectively of deferred borrowing cost amortization to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. For the six months ended June 30, 2021 and 2020, the Company recorded $36 thousand and $0.1 million, respectively of interest and $1.6 million and $2.4 million, respectively of deferred borrowing cost amortization. Delayed Draw Term Loan Agreement The Company drew down $12.5 million on December 27, 2019, in accordance with the DDTL agreement. On July 2, 2020, an additional $12.5 million was drawn down. On November 10, 2020 the outstanding amount of $25.0 million was repaid. For the three and six months ended June 30, 2020, the Company recorded $0.1 million and $0.2 million, respectively of interest and $0.3 million and $0.7 million, respectively of deferred borrowing cost amortization to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. See Note 6 - Borrowings for further discussion regarding the DDTL. Accounts Payable Due to Related Party As of June 30, 2021 and December 31, 2020 payables and accruals to Lithia consisted of other miscellaneous expenses of $0.6 million and $0.5 million, respectively. Loan to Employees On July 30, 2018 and April 4, 2019, the Company received partial recourse promissory notes for $0.2 million and $0.1 million, respectively, as loans to an employee. The notes bear interest of 2.87% and 2.59%, respectively, per year, compounded annually. The principal balance together with all accrued but unpaid interest shall be due and payable in full upon the earliest of the day before the ninth anniversary of the promissory note or earlier if the employee ceases to provide services to the Company subject to the terms of the promissory note. Concurrently, the Company entered into a stock pledge agreement whereby the employee granted security interest to the Company for all existing and new shares earned by the employee from the Company. The proceeds from loan the of $0.2 million were used to exercise the employee’s options and no cash was paid to the employee. The Company treated the loan as an off-balance sheet transaction. The proceeds from the loan of $0.1 million was partially paid to the employee and partially used to pay off taxes resulting from exercise of options in 2018. On January 14, 2019, the Company received a promissory note in exchange for a $0.1 million loan to another employee. The note bears an interest of 2.72% per year, compounded annually. Each of these promissory notes was satisfied prior to the closing of the Merger via the issuance of bonuses to the employees.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Lease Agreements The Company is a tenant under various operating leases with third parties, including leases of office facilities and parking/vehicle storage locations. These lease agreements are under non-cancelable leases and expire at various dates, ranging from 2021 and extending through 2028. The Company records rent expense on a straight-line basis over the term of the lease. Rent expense was $2.2 million and $1.3 million for the three months ended June 30, 2021 and 2020, respectively, and $4.0 million and $2.7 million for the six months ended June 30, 2021 and 2020, respectively. Future minimum lease payments under non-cancellable operating leases in effect as of June 30, 2021, were as follows (in thousands): Year ended December 31, Minimum Lease Commitments 2021 $ 3,074 2022 6,151 2023 6,130 2024 4,563 2025 3,734 2026 1,555 Thereafter 1,830 Total minimum lease payments $ 27,037 Litigation The Company may be subject to legal proceedings and claims that arise in the ordinary course of business. Other than the matter discussed below, Management is not currently aware of any matters that will have a material effect on the financial position, results of operations, or cash flows of the Company.

SEGMENT INFORMATION

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
SEGMENT INFORMATION	11. SEGMENT INFORMATION The Company currently is organized into two reportable segments: Retail and Wholesale. The Retail segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales such as vehicle service contracts, guaranteed asset protection waiver coverage, prepaid maintenance plans, and appearance protection plans. The Wholesale segment represents sales of used vehicles through wholesale auctions or directly to a wholesaler (“DTW”). No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) or decision-making group, reviews the Company’s operating results in assessing performance and allocating resources. The CODM is the Co-Chief Executive Officers. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise wide group basis. Accordingly, the Company does not report segment asset information. During the three and six months ended June 30, 2021 and 2020, the Company did not have sales to customers outside the United States. As of June 30, 2021 and December 31, 2020, the Company did not have any assets located outside of the United States. Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, 2021 Retail Wholesale Consolidated Revenue from external customers $ 134,763 $ 20,087 $ 154,850 Segment gross profit 15,978 353 16,331 Three Months Ended June 30, 2020 Retail Wholesale Consolidated Revenue from external customers $ 28,683 $ 3,758 $ 32,441 Segment gross profit 2,922 651 3,573 Six Months Ended June 30, 2021 Retail Wholesale Consolidated Revenue from external customers $ 227,736 $ 33,118 $ 260,854 Segment gross profit 23,215 481 23,696 Six Months Ended June 30, 2020 Retail Wholesale Consolidated Revenue from external customers $ 51,281 $ 11,112 $ 62,393 Segment gross profit 4,808 2,107 6,915 The reconciliation between reportable segment gross profit to net loss and comprehensive loss attributable to common stockholders is as follows (in thousands): Three Months Ended Six Months Ended June 30, 2021 2020 2021 2020 Segment gross profit $ 16,331 $ 3,573 $ 23,696 $ 6,915 Selling, general and administrative expenses (48,143) (14,633) (98,378) (28,079) Depreciation and amortization (1,561) (1,096) (2,662) (2,077) Change in fair value of financial instruments 3,470 (5,633) 5,624 (5,633) Interest and other expense, net (1,758) (1,204) (2,696) (2,450) Net loss and comprehensive loss attributable to common stockholders $ (31,661) $ (18,993) $ (74,416) $ (31,324)

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
NET LOSS PER SHARE	12. NET LOSS PER SHARE The following table sets forth the computation of net loss and comprehensive loss per share attributable to common stockholders, basic and diluted: Three Months Ended Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss and comprehensive loss attributable to common stockholders $ (31,661) $ (18,993) $ (74,416) $ (31,324) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 78,046,020 3,278,547 78,000,870 3,235,106 Net loss and comprehensive loss per share attributable to common stockholders, basic and diluted $ (0.41) $ (5.79) $ (0.95) $ (9.68) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of June 30, 2021 2020 Escrow Shares 6,000,218 — Convertible Notes 17,798,340 — Stock options 1,889,585 3,101,656 Restricted stock units 8,051,322 — Restricted stock awards — 81,425 Contingently repurchasable early exercise shares 100,893 180,957 Total 33,840,358 3,364,038

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXESThe Company did not record a provision or benefit for income taxes during the three and six months ended June 30, 2021 and 2020. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets.

DESCRIPTION OF THE BUSINESS A_2

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation Our unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The interim condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, the interim condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021 and 2020, condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2021 and 2020, and condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020, and amounts relating to the interim periods included in the accompanying notes to the interim condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements contained in the Company's most recent Annual Report on Form 10-K , and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated balance sheet as of June 30, 2021, and its results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The results for the three and six months ended June 30, 2021, are not necessarily indicative of the results expected for the fiscal year or any other periods. These interim financial statements should be read in conjunction with the Company’s consolidated financial statements and related notes for the fiscal year ended December 31, 2020 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 19, 2021.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates and assumptions, including those related to the valuation of vehicle inventory, capitalized website and internal-use software development costs, fair value of common stock, financial instruments, convertible debt, stock-based compensation and income taxes. The COVID-19 pandemic has adversely impacted the global economy, as well as the Company’s operations, and the extent and duration of the impacts remain unclear. The Company’s future estimates, including, but not limited to, the inventory valuations, and fair value measurements, may be impacted and continue to evolve as conditions change as a result of the COVID-19 pandemic. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from those estimates.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. This ASU is effective for public and private companies’ fiscal years beginning after December 15, 2018, and December 15, 2021, respectively, with early adoption permitted. The Company expects to adopt ASU 2016-02 under the private company transition guidance beginning January 1, 2022, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. This ASU is effective for public and private companies’ fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, and December 15, 2022, respectively. The Company expects to adopt ASU 2016-13 under the private company transition guidance beginning January 1, 2023, and is currently evaluating the impact on the Company’s condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. ASU 2019-12 will be effective for the Company for annual periods beginning after December 15, 2021, and interim periods beginning after December 15, 2022, with early adoption permitted. The Company is currently assessing the impact, if any, the guidance will have on the Company’s condensed consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance is effective for all entities during the period March 12, 2020, through December 31, 2022. The Company is currently assessing the impact, if any, the guidance will have on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible debt by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity

DESCRIPTION OF THE BUSINESS A_3

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Changes in the Fair Value of Level 3 Financial Instruments	The table below illustrates the changes in the fair value of the Company’s Level 3 financial instruments liability: (in thousands) 2021 2020 Balance as of January 1, $ 25,230 $ 4,810 Remeasurement of Lithia warrants — 5,633 Remeasurement of Escrow Shares liability (5,624) — Balance as of June 30, $ 19,606 $ 10,443

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Jun. 30, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and equipment, net consists of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Equipment $ 4,903 $ 2,132 Furniture and fixtures 191 158 Leasehold improvements 904 1,408 Total property and equipment 5,998 3,698 Less: accumulated depreciation (1,407) (1,575) Property and equipment, net $ 4,591 $ 2,123

CAPITALIZED WEBSITE AND INTER_2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET (Tables)	6 Months Ended
	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized Website and Internal-Use Software Development Costs	Capitalized website and internal use software costs, net consists of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 20,664 17,308 Less: accumulated amortization (13,056) (11,151) Capitalized website and internal-use software development costs, net $ 7,993 $ 6,542
Capitalized Website and Internal-Use Software Development Costs	Capitalized website and internal use software costs, net consists of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 20,664 17,308 Less: accumulated amortization (13,056) (11,151) Capitalized website and internal-use software development costs, net $ 7,993 $ 6,542

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2021
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): As of June 30, 2021 As of December 31, 2020 Liability for vehicles acquired under OEM program $ 513 $ 11,461 Accrued payroll related costs 8,609 4,155 Provision for DMV refunds 1,071 1,093 Accrued sales taxes 7,341 1,503 Common stock subject to repurchase liability, current 310 524 Interest payable 713 18 Other accrued expenses 6,909 3,532 Total accrued expenses and other current liabilities $ 25,466 $ 22,286

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2021
Equity [Abstract]
Capped Called Transaction Settlements	The table also presents the hypothetical impact of a $1 increase or decrease in our share price on the settlement amounts. As the Company can receive settlement of the Capped Called Transactions in any combination of cash or common stock (depending on how the Company elects to settle the Notes), the table presents both the cash settlement amount assuming 100% cash settlement and the share settlement amount in common shares assuming 100% share settlement. As of June 30, 2021 Cash Settlement Amount Share Settlement Amount Fair Value of Share Settlement (thousands) (# of shares) (thousands) Hypothetical Capped Call Settlement Value $ 973 110,862 $ 951 Capped Call Settlement Value - Share Price + $1 10,667 1,259,210 10,804 Capped Call Settlement Value - Share Price - $1 — — —

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	6 Months Ended
	Jun. 30, 2021
Share-based Payment Arrangement [Abstract]
Employee and Non-Employee Stock Option Activity	Activity related to employee and non-employee stock options issued under the 2014 Plan is set forth below: Number of Weighted Weighted Average Aggregate Intrinsic Value (000’s) As of December 31, 2020 2,356,623 $ 1.80 8.40 $ 15,230 Granted — — Exercised (139,324) 2.16 Forfeited (272,609) 2.65 Cancelled (expired) (55,105) 3.53 As of June 30, 2021 1,889,585 $ 1.62 7.44 $ 13,142 Exercisable as of June 30, 2021 1,889,585 $ 1.62 7.44 $ 13,142
Employee and Non-Employee Restricted Stock Unit Activity	Activity related to employee and non-employee RSU awards issued under the 2020 Plan is set forth below: Number of Weighted Weighted Average Aggregate Intrinsic Value (000’s) As of December 31, 2020 — $ — — $ — Granted 8,492,524 7.24 Vested — — Forfeited (441,202) 7.53 As of June 30, 2021 8,051,322 $ 7.23 1.67 $ 69,080

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Future Minimum Commitments under Facility Operating Leases	Future minimum lease payments under non-cancellable operating leases in effect as of June 30, 2021, were as follows (in thousands): Year ended December 31, Minimum Lease Commitments 2021 $ 3,074 2022 6,151 2023 6,130 2024 4,563 2025 3,734 2026 1,555 Thereafter 1,830 Total minimum lease payments $ 27,037

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Reportable Segments Information	Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, 2021 Retail Wholesale Consolidated Revenue from external customers $ 134,763 $ 20,087 $ 154,850 Segment gross profit 15,978 353 16,331 Three Months Ended June 30, 2020 Retail Wholesale Consolidated Revenue from external customers $ 28,683 $ 3,758 $ 32,441 Segment gross profit 2,922 651 3,573 Six Months Ended June 30, 2021 Retail Wholesale Consolidated Revenue from external customers $ 227,736 $ 33,118 $ 260,854 Segment gross profit 23,215 481 23,696 Six Months Ended June 30, 2020 Retail Wholesale Consolidated Revenue from external customers $ 51,281 $ 11,112 $ 62,393 Segment gross profit 4,808 2,107 6,915
Reconciliation of Reportable Segment Gross Profit to Consolidated Loss before Provision for Income Taxes	The reconciliation between reportable segment gross profit to net loss and comprehensive loss attributable to common stockholders is as follows (in thousands): Three Months Ended Six Months Ended June 30, 2021 2020 2021 2020 Segment gross profit $ 16,331 $ 3,573 $ 23,696 $ 6,915 Selling, general and administrative expenses (48,143) (14,633) (98,378) (28,079) Depreciation and amortization (1,561) (1,096) (2,662) (2,077) Change in fair value of financial instruments 3,470 (5,633) 5,624 (5,633) Interest and other expense, net (1,758) (1,204) (2,696) (2,450) Net loss and comprehensive loss attributable to common stockholders $ (31,661) $ (18,993) $ (74,416) $ (31,324)

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2021
Earnings Per Share [Abstract]
Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders	The following table sets forth the computation of net loss and comprehensive loss per share attributable to common stockholders, basic and diluted: Three Months Ended Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss and comprehensive loss attributable to common stockholders $ (31,661) $ (18,993) $ (74,416) $ (31,324) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 78,046,020 3,278,547 78,000,870 3,235,106 Net loss and comprehensive loss per share attributable to common stockholders, basic and diluted $ (0.41) $ (5.79) $ (0.95) $ (9.68)
Potentially Dilutive Shares not included in the Calculation of Diluted Shares Outstanding	The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of June 30, 2021 2020 Escrow Shares 6,000,218 — Convertible Notes 17,798,340 — Stock options 1,889,585 3,101,656 Restricted stock units 8,051,322 — Restricted stock awards — 81,425 Contingently repurchasable early exercise shares 100,893 180,957 Total 33,840,358 3,364,038

DESCRIPTION OF THE BUSINESS A_4

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES - Narrative (Details) $ in Millions	Oct. 13, 2020USD ($)	Jun. 30, 2021USD ($)segmentshares	Dec. 31, 2020
Concentration Risk [Line Items]
Number of reportable segments | segment		2
Net contributions from merger and PIPE financing	$ 300.9
Social security tax deferral, CARES Act		$ 1.3
Public And Placement Warrants
Concentration Risk [Line Items]
Warrants outstanding (in shares) | shares		0
Measurement Input, Option Volatility
Concentration Risk [Line Items]
Expected volatility rate			0.6393
Fair Value, Inputs, Level 3 | Measurement Input, Option Volatility | Valuation Technique, Option Pricing Model
Concentration Risk [Line Items]
Expected volatility rate		0.6969

DESCRIPTION OF THE BUSINESS A_5

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES - Changes in the Fair Value of Level 3 Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance as of January 1,			$ 25,230	$ 4,810
Balance as of June 30,	$ 19,606	$ 10,443	19,606	10,443
Lithia Warrants
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Remeasurement during period		$ 5,600	0	5,633
Escrow Shares
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Remeasurement during period	$ (3,500)		$ (5,624)	$ 0

MERGER (Details)

MERGER (Details)	Oct. 13, 2020USD ($)trading_day$ / sharesshares	Jun. 30, 2021USD ($)shares	Jun. 30, 2021USD ($)shares	Jun. 30, 2020USD ($)
Business Acquisition [Line Items]
Conversion of stock, conversion rate	0.1073
Escrow Shares
Business Acquisition [Line Items]
Remeasurement gain (loss) from change in fair value of financial instruments		$ 3,500,000	$ 5,624,000	$ 0
Insurance Acquisition Corp.
Business Acquisition [Line Items]
Net assets acquired in business combination	$ 100,000
Intangibles acquired in business combination	0
Goodwill	$ 0
Additional number of shares legacy stockholders are entitled given certain conditions | shares	6,000,218
Number of shares released to legacy stockholders | shares		0	0
Insurance Acquisition Corp. | Derivative Instrument, Period, One
Business Acquisition [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period	12 months
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares	$ 12
Contingent liability of shares entitled to legacy stockholders, earnout period, number of trading days | trading_day	20
Contingent liability of shares entitled to legacy stockholders, earnout period, number of trading days in period | trading_day	30
Contingent liability of shares entitled to legacy stockholders, earnout period, release of shares	50.00%
Insurance Acquisition Corp. | Derivative Instrument, Period, Two
Business Acquisition [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period	30 months
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares	$ 15
Contingent liability of shares entitled to legacy stockholders, earnout period, number of trading days | trading_day	20
Contingent liability of shares entitled to legacy stockholders, earnout period, number of trading days in period | trading_day	30
Contingent liability of shares entitled to legacy stockholders, earnout period, release of shares	50.00%
Insurance Acquisition Corp. | Derivative Instrument, Period, Three
Business Acquisition [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period	30 months
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares	$ 10
Private Placement
Business Acquisition [Line Items]
Sale of stock in transaction (in shares) | shares	18,900,000
Sale of stock, price per share in transaction (in dollars per share) | $ / shares	$ 10
Sale of stock, consideration received on transaction	$ 189,000,000

PROPERTY AND EQUIPMENT, NET - S

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 5,998	$ 3,698
Less: accumulated depreciation	(1,407)	(1,575)
Property and equipment, net	4,591	2,123
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	4,903	2,132
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	191	158
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 904	$ 1,408

PROPERTY AND EQUIPMENT, NET - N

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense related to property and equipment	$ 0.7	$ 0.2	$ 1	$ 0.5

CAPITALIZED WEBSITE AND INTER_3

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Schedule of Capitalized Website and Internal-Use Software Development Costs, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized website domain costs – nonamortizable	$ 385	$ 385
Capitalized website and internal-use software development costs – amortizable	20,664	17,308
Less: accumulated amortization	(13,056)	(11,151)
Capitalized website and internal-use software development costs, net	$ 7,993	$ 6,542

CAPITALIZED WEBSITE AND INTER_4

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of capitalized software development costs	$ 1	$ 0.8	$ 1.9	$ 1.6

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Liability for vehicles acquired under OEM program	$ 513	$ 11,461
Accrued payroll related costs	8,609	4,155
Provision for DMV refunds	1,071	1,093
Accrued sales taxes	7,341	1,503
Common stock subject to repurchase liability, current	310	524
Interest payable	713	18
Other accrued expenses	6,909	3,532
Total accrued expenses and other current liabilities	$ 25,466	$ 22,286
Amount paid over original acquisition price of acquired inventory	50.00%

BORROWINGS (Details)

BORROWINGS (Details) $ / shares in Units, $ in Millions

May 27, 2021USD ($)trading_daybusiness_day$ / shares

Dec. 21, 2020USD ($)

Jun. 12, 2020

Apr. 22, 2020USD ($)debt_intrument

Dec. 27, 2019USD ($)

Nov. 29, 2019

Oct. 11, 2018USD ($)

Jul. 31, 2020USD ($)

Jun. 30, 2021USD ($)

Jun. 30, 2021USD ($)

Jul. 31, 2020debt_intrument

May 24, 2021$ / shares

Sep. 30, 2019USD ($)

Feb. 14, 2019

Line of Credit Facility [Line Items]

Share price | $ / shares

$ 6.61

London Interbank Offered Rate (LIBOR)

Line of Credit Facility [Line Items]

Variable rate

0.10%

0.10%

Convertible Notes | Convertible Senior Notes Due 2026

Line of Credit Facility [Line Items]

Stated interest rate

4.75%

Outstanding principal amount

$ 150

Redemption, threshold trading days | trading_day

40

Redemption, principal amount to remain outstanding

$ 50

Unamortized deferred borrowing costs

$ 6.2

$ 6.2

Contractual interest expense

0.7

0.7

Deferred borrowing cost amortization expense

$ 0.1

$ 0.1

Effective rate

5.73%

5.73%

Convertible Notes | Convertible Senior Notes Due 2026 | Estimate of Fair Value Measurement

Line of Credit Facility [Line Items]

Convertible debt, fair value

$ 186.8

$ 186.8

Convertible Notes | Convertible Senior Notes Due 2026 | Debt Instrument, Convertible, Trigger Option, One

Line of Credit Facility [Line Items]

Convertible, threshold percentage of stock price trigger

130.00%

Number of threshold trading days | trading_day

20

Number of threshold consecutive trading days | trading_day

30

Convertible Notes | Convertible Senior Notes Due 2026 | Debt Instrument, Convertible, Trigger Option, Two

Line of Credit Facility [Line Items]

Convertible, threshold percentage of stock price trigger

98.00%

Number of threshold consecutive trading days | trading_day

10

Number of threshold business days | business_day

5

Convertible Notes | Convertible Senior Notes Due 2026 | Debt Instrument, Convertible, Period One

Line of Credit Facility [Line Items]

Conversion ratio

0.1186556

Conversion price (in dollars per share) | $ / shares

$ 8.43

Conversion premium

27.50%

Convertible Notes | Convertible Senior Notes Due 2026 | Debt Instrument, Convertible, Period Two

Line of Credit Facility [Line Items]

Conversion ratio

0.1512859

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | April, May and June 2020

Line of Credit Facility [Line Items]

Covenant, liquidity required, three-month cash burn multiplier, minimum

1.5

Secured Debt | Delayed Draw Term Loan (DDTL) Agreement

Line of Credit Facility [Line Items]

Number of debt instruments | debt_intrument

2

Secured Debt | Term Loan A

Line of Credit Facility [Line Items]

Outstanding principal amount

$ 12.5

Proceeds from delayed draw term loans

$ 12.5

Secured Debt | Term Loan A | London Interbank Offered Rate (LIBOR)

Line of Credit Facility [Line Items]

Basis spread on variable rate

0.50%

Secured Debt | Term Loan B

Line of Credit Facility [Line Items]

Outstanding principal amount

$ 12.5

Basis spread on variable rate

0.50%

Proceeds from delayed draw term loans

$ 12.5

Loans Payable | Paycheck Protection Program, CARES Act

Line of Credit Facility [Line Items]

Outstanding principal amount

$ 6.1

Number of debt instruments | debt_intrument

2

Fixed interest rate

1.00%

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility

Line of Credit Facility [Line Items]

Maximum borrowing capacity

$ 50

$ 30

Borrowing capacity, increase limit

$ 20

Covenant, liquidity required, three-month cash burn multiplier, minimum

4

Borrowing capacity, increase limit to cover cost for used vehicles purchased at auction

100.00%

Borrowing capacity, increase limit to cover wholesale value of used cars acquired as determined by lender

80.00%

100.00%

Covenant, repayment of principal on used vehicles not sold after lender funding date, period (at least)

6 months

Commitment fee for unused availability under borrowing capacity

0.40%

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | Minimum

Line of Credit Facility [Line Items]

Maximum borrowing capacity to cover cost for vehicles purchased

50.00%

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | Maximum

Line of Credit Facility [Line Items]

Maximum borrowing capacity to cover cost for vehicles purchased

100.00%

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | January, February and March 2020

Line of Credit Facility [Line Items]

Covenant, liquidity required, three-month cash burn multiplier, minimum

2

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | Succeeding Months after June 2020

Line of Credit Facility [Line Items]

Covenant, liquidity required, three-month cash burn multiplier, minimum

1

Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility | London Interbank Offered Rate (LIBOR)

Line of Credit Facility [Line Items]

Basis spread on variable rate

2.00%

STOCKHOLDERS' EQUITY - Narrativ

STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	May 27, 2021	Jan. 14, 2021	Dec. 28, 2020	Mar. 31, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 27, 2020	Dec. 24, 2020	Mar. 22, 2019
Class of Warrant or Right [Line Items]
Cost for capped call transactions					$ 28,391	$ 0
Exchange of warrants for cash					$ 497	$ 0
Call Option
Class of Warrant or Right [Line Items]
Cap price for capped call transactions (in dollars per share)	$ 14.8725
Cap price for capped call transactions premium	125.00%
Cost for capped call transactions	$ 28,400
Public Warrants
Class of Warrant or Right [Line Items]
Number of shares called by each warrant (in shares)									0.25
Repurchase price of warrants (in dollars per share)									$ 1
Warrants outstanding (in shares)									7,532,500
Number of shares issued (in shares)		125,160	1,744,088
Exchange of warrants for cash		$ 500	$ 7,000
Public Warrants | Common Stock
Class of Warrant or Right [Line Items]
Number of shares issued (in shares)				125,160
Public Warrants Assumed In Acquisition
Class of Warrant or Right [Line Items]
Number of shares called by each warrant (in shares)										1
Warrant exercise price (in dollars per share)										$ 11.50
Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)								212,500
Number of shares issued (in shares)			53,125
Exchange of warrants for cash			$ 200
Public And Placement Warrants
Class of Warrant or Right [Line Items]
Warrants outstanding (in shares)					0
Percentage of shares outstanding called by warrants			2.10%
Public And Placement Warrants | Common Stock
Class of Warrant or Right [Line Items]
Number of shares issued (in shares)							1,798,203

STOCKHOLDERS' EQUITY - Capped C

STOCKHOLDERS' EQUITY - Capped Called Transaction Settlements (Details) - Call Option $ in Thousands	Jun. 30, 2021USD ($)shares
Option Indexed to Issuer's Equity [Line Items]
Hypothetical capped call settlement value, cash settlement amount	$ 973
Hypothetical capped call settlement value, share settlement amount (in shares) | shares	110,862
Hypothetical capped call settlement value, fair value of share settlement	$ 951
Capped call settlement value - share price + $1, cash settlement amount	$ 10,667
Capped call settlement value - share price + $1, share settlement amount (in shares) | shares	1,259,210
Capped call settlement value - share price + $1, fair value of share settlement	$ 10,804
Capped call settlement value - share price - $1, cash settlement amount	$ 0
Capped call settlement value - share price - $1, share settlement amount (in shares) | shares	0
Capped call settlement value - share price - $1, fair value of share settlement	$ 0

STOCK-BASED COMPENSATION PLAN_2

STOCK-BASED COMPENSATION PLANS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			8,492,524
Stock-based compensation expense	$ 5,400	$ 400	$ 13,600	$ 700
Capitalized stock-based compensation costs	200	$ 100	418	$ 119
Unrecognized stock-based compensation expense	46,700		$ 46,700
Unrecognized stock-based compensation expense, weighted average period of recognition			2 years 5 months 1 day
Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			1,771,220
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liability related to stock options exercised but not vested	$ 500		$ 500		$ 700
Stock options exercised but not vested (in shares)	100,893	294,761
Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award contractual term			10 years
Stock options | 2020 Omnibus Equity Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award contractual term			10 years
Restricted stock units | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			2 years
Minimum | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price which will trigger vesting of shares (in dollars per share)			$ 23
Minimum | Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Maximum | Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price which will trigger vesting of shares (in dollars per share)			$ 28
Maximum | Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			5 years

STOCK-BASED COMPENSATION PLAN_3

STOCK-BASED COMPENSATION PLANS - Employee and Non-Employee Stock Option Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2021USD ($)$ / sharesshares	Dec. 31, 2020USD ($)$ / sharesshares
Number of Shares
Beginning balance (in shares) | shares	2,356,623
Granted (in shares) | shares	0
Exercised (in shares) | shares	(139,324)
Forfeited (in shares) | shares	(272,609)
Cancelled (expired) (in shares) | shares	(55,105)
Ending balance (in shares) | shares	1,889,585	2,356,623
Exercisable at period end (in shares) | shares	1,889,585
Weighted Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 1.80
Granted (in dollars per share) | $ / shares	0
Exercised (in dollars per share) | $ / shares	2.16
Forfeited (in dollars per share) | $ / shares	2.65
Cancelled (expired) (in dollars per share) | $ / shares	3.53
Ending balance (in dollars per share) | $ / shares	1.62	$ 1.80
Weighted average exercise price, exercisable at period end (in dollars per share) | $ / shares	$ 1.62
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding	7 years 5 months 8 days	8 years 4 months 24 days
Weighted average remaining contractual life, exercisable at period end	7 years 5 months 8 days
Aggregate intrinsic value, outstanding | $	$ 13,142	$ 15,230
Aggregate intrinsic value, exercisable at period end | $	$ 13,142

STOCK-BASED COMPENSATION PLAN_4

STOCK-BASED COMPENSATION PLANS - Employee and Non-Employee Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Number of Shares
Beginning balance (in shares)	0	0
Granted (in shares)		8,492,524
Vested (in shares)		0
Forfeited (in shares)		(441,202)
Ending balance (in shares)		8,051,322
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 0	$ 0
Granted (in dollars per share)		7.24
Vested (in dollars per share)		0
Forfeited (in dollars per share)		7.53
Ending balance (in dollars per share)		$ 7.23
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding	0 years	1 year 8 months 1 day
Aggregate intrinsic value, outstanding		$ 69,080	$ 0

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands	Nov. 10, 2020USD ($)	Jul. 02, 2020USD ($)	Dec. 27, 2019USD ($)	Apr. 04, 2019USD ($)	Jan. 14, 2019USD ($)	Sep. 30, 2018USD ($)tranche$ / sharesshares	Jul. 30, 2018USD ($)	Oct. 31, 2019USD ($)	Feb. 28, 2019	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Jun. 30, 2021USD ($)	Jun. 30, 2020USD ($)	Dec. 31, 2020USD ($)
Related Party Transaction [Line Items]
Deferred borrowing costs										$ 632		$ 632		$ 2,149
Lithia Warrants
Related Party Transaction [Line Items]
Remeasurement gain (loss) from change in fair value of financial instruments											$ (5,600)	0	$ (5,633)
Warrant Shares, Tranche Five
Related Party Transaction [Line Items]
Issuance of warrants upon achievement of milestones								$ 4,300
Affiliated Entity | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Accounts receivable										2,400		2,400		200
Agreement term						5 years
Deferred asset, gross						$ 3,200
Amortization period						5 years
Deferred asset, amortization expense										200	200	300	300
Deferred asset, net										1,600		1,600		1,900
Accounts payable										600		600		500
Affiliated Entity | Lithia Motors, Inc. | Warrant Shares, Classified As Derivatives
Related Party Transaction [Line Items]
Number of shares, exercisable, tranche one, upon achievement of milestones | shares						14,443,598
Number of shares, exercisable, tranche three, upon achievement of milestones | shares						14,443,598
Affiliated Entity | Lithia Motors, Inc. | Warrant Shares
Related Party Transaction [Line Items]
Number of shares called by warrants | shares						86,661,588
Warrant exercise price (in dollars per share) | $ / shares						$ 0.01
Total number of tranches warrants become exercisable | tranche						6
Number of potential shares exercisable per tranche | shares						14,443,598
Number of shares, exercisable, tranche two, upon achievement of milestones | shares						14,443,598
Number of shares, exercisable, tranche four, on vesting cliff date, upon achievement of milestones | shares						14,443,598
Number of shares, exercisable, tranche five, on vesting cliff date, upon achievement of milestones | shares						14,443,598
Number of shares, exercisable, tranche six, on vesting cliff date, upon achievement of milestones | shares						14,443,598
Number of shares, exercisable, per tranche, between vesting cliff date and vesting termination date, upon achievement of milestones | shares						14,443,598
Affiliated Entity | One-Sided Marketplace (OSM) Agreement | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Revenue from related party										4,600	500	6,900	1,600
Affiliated Entity | Vehicle Sales | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Accounts receivable										2,300		2,300		100
Affiliated Entity | Lithia Motors, Inc. Master Agreement With US Bank, Commissions | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Accounts receivable										100		$ 100		$ 43
Affiliated Entity | Substance Upfront Payment | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Deferred asset, gross						$ 2,800
Affiliated Entity | Substance Upfront Payment, Recorded In Other Non-Current Assets | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Deferred asset, gross						$ 400
Affiliated Entity | License And Services Agreement | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Renewal term												12 months
Selling, general and administrative expenses from transactions with related party										50	38	$ 100	100
Affiliated Entity | Flooring Line of Credit Facility | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Debt instrument, term						3 years
Deferred borrowing costs						$ 9,100
Deferred costs, amortization period						3 years
Deferred borrowing cost amortization expense										800	1,200	1,600	2,400
Interest rate									1.50%
Interest expense										$ 5	25	$ 36	100
Affiliated Entity | Delayed Draw Term Loan (DDTL) Agreement | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Debt, fair value						$ 5,700
Deferred costs, amortization period						4 years
Deferred borrowing cost amortization expense											300		700
Interest expense											$ 100		$ 200
Proceeds debt		$ 12,500	$ 12,500
Repayments of debt	$ 25,000
Affiliated Entity | Employee Loans
Related Party Transaction [Line Items]
Interest rate				2.59%	2.72%		2.87%
Related party transaction				$ 100	$ 100		$ 200

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Future Minimum Commitments under Facility Operating Leases (Details) $ in Thousands	Jun. 30, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
2021	$ 3,074
2022	6,151
2023	6,130
2024	4,563
2025	3,734
2026	1,555
Thereafter	1,830
Total minimum lease payments	$ 27,037

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 2.2	$ 1.3	$ 4	$ 2.7
Possible loss related to claim (up to)	$ 4		$ 4

SEGMENT INFORMATION - Narrative

SEGMENT INFORMATION - Narrative (Details)	6 Months Ended
	Jun. 30, 2021segment
Segment Reporting [Abstract]
Number of reportable segments	2

SEGMENT INFORMATION - Reportabl

SEGMENT INFORMATION - Reportable Segments Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Revenue from external customers	$ 154,850	$ 32,441	$ 260,854	$ 62,393
Segment gross profit	16,331	3,573	23,696	6,915
Operating Segments
Segment Reporting Information [Line Items]
Segment gross profit	16,331	3,573	23,696	6,915
Operating Segments | Retail
Segment Reporting Information [Line Items]
Revenue from external customers	134,763	28,683	227,736	51,281
Segment gross profit	15,978	2,922	23,215	4,808
Operating Segments | Wholesale
Segment Reporting Information [Line Items]
Revenue from external customers	20,087	3,758	33,118	11,112
Segment gross profit	$ 353	$ 651	$ 481	$ 2,107

SEGMENT INFORMATION - Reconcili

SEGMENT INFORMATION - Reconciliation of Reportable Segment Gross Profit to Consolidated Loss before Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit	$ 16,331		$ 3,573		$ 23,696	$ 6,915
Selling, general and administrative expenses	(48,143)		(14,633)		(98,378)	(28,079)
Depreciation and amortization	(1,561)		(1,096)		(2,662)	(2,077)
Change in fair value of financial instruments	3,470		(5,633)		5,624	(5,633)
Interest and other expense, net	(1,758)		(1,204)		(2,696)	(2,450)
Net loss and comprehensive loss attributable to common stockholders	(31,661)	$ (42,755)	(18,993)	$ (12,331)	(74,416)	(31,324)
Net loss and comprehensive loss attributable to common stockholders	(31,661)	$ (42,755)	(18,993)	$ (12,331)	(74,416)	(31,324)
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit	$ 16,331		$ 3,573		$ 23,696	$ 6,915

NET LOSS PER SHARE - Computatio

NET LOSS PER SHARE - Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (31,661)		$ (18,993)		$ (74,416)	$ (31,324)
Net loss attributable to common stockholders, diluted	(31,661)		(18,993)		(74,416)	(31,324)
Net loss and comprehensive loss attributable to common stockholders	$ (31,661)	$ (42,755)	$ (18,993)	$ (12,331)	$ (74,416)	$ (31,324)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares)	78,046,020		3,278,547		78,000,870	3,235,106
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares)	78,046,020		3,278,547		78,000,870	3,235,106
Net loss and comprehensive loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.41)		$ (5.79)		$ (0.95)	$ (9.68)
Net loss and comprehensive loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.41)		$ (5.79)		$ (0.95)	$ (9.68)

NET LOSS PER SHARE - Potentiall

NET LOSS PER SHARE - Potentially Dilutive Shares not included in the Calculation of Diluted Shares Outstanding (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	33,840,358	3,364,038
Escrow Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6,000,218	0
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	17,798,340	0
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,889,585	3,101,656
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	8,051,322	0
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	81,425
Contingently repurchasable early exercise shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	100,893	180,957

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 0	$ 0	$ 0	$ 0