Shift (SFTGQ) 10-Q 10 May 22 2021 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	May 09, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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	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		82,679,131
Entity Central Index Key	0001762322
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 94,883	$ 182,616
Accounts receivable, net of allowance for doubtful accounts of $280 and $304	19,954	20,084
Inventory	160,327	122,743
Prepaid expenses and other current assets	7,948	7,392
Total current assets	283,112	332,835
Property and equipment, net	9,473	7,940
Operating lease right-of-use assets	26,216
Capitalized website and internal use software costs, net	10,519	9,262
Restricted cash, non-current	11,900	11,725
Deferred borrowing costs	487	564
Other non-current assets	3,189	3,414
Total assets	344,896	365,740
Current liabilities:
Accounts payable	15,166	15,175
Accrued expenses and other current liabilities	35,599	43,944
Current maturities of operating lease liabilities	4,491
Flooring line of credit	100,005	83,252
Total current liabilities	155,261	142,371
Convertible notes, net	144,623	144,335
Non-current operating lease liabilities	22,738
Other non-current liabilities	1,657	3,762
Total liabilities	324,279	290,468
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock – par value $0.0001 per share; 1,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively	0	0
Common stock – par value $0.0001 per share; 500,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively; 82,679,131 and 81,369,311 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	8	8
Additional paid-in capital	518,368	515,975
Accumulated deficit	(497,759)	(440,711)
Total stockholders’ equity	20,617	75,272
Total liabilities and stockholders’ equity	$ 344,896	$ 365,740

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 280	$ 304
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, authorized (in shares)	500,000,000	500,000,000
Common stock, issued (in shares)	82,679,131	81,369,311
Common stock, outstanding (in shares)	82,679,131	81,369,311

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue
Revenue	$ 219,580	$ 106,004
Cost of sales	208,792	98,638
Gross profit	10,788	7,366
Operating expenses:
Selling, general and administrative expenses	63,537	50,234
Depreciation and amortization	1,680	1,101
Total operating expenses	65,217	51,335
Loss from operations	(54,429)	(43,969)
Change in fair value of financial instruments	0	2,153
Interest and other expense, net	(2,578)	(939)
Net loss before income taxes	(57,007)	(42,755)
Provision for income taxes	41	0
Net loss and comprehensive loss attributable to common stockholders	(57,048)	(42,755)
Net loss and comprehensive loss attributable to common stockholders	$ (57,048)	$ (42,755)
Net loss and comprehensive loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.70)	$ (0.55)
Net loss and comprehensive loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.70)	$ (0.55)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares)	81,825,252	77,909,110
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares)	81,825,252	77,909,110
Ecommerce revenue, net
Revenue
Revenue	$ 183,081	$ 88,954
Other revenue, net
Revenue
Revenue	8,712	4,019
Wholesale vehicle revenue
Revenue
Revenue	$ 27,787	$ 13,031

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Public Warrants	Common Stock	Common StockPublic Warrants	Additional Paid-in Capital	Additional Paid-in CapitalPublic Warrants	Accumulated Deficit
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
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax		$ (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, 2021			81,369,311
Beginning balance at Dec. 31, 2021	75,272		$ 8		515,975		(440,711)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax (in shares)			1,300,295
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax	$ (2,162)				(2,162)
Issuance of common stock upon exercise of vested options (in shares)	12,309		12,309
Issuance of common stock upon exercise of vested options	$ 3				3
Repurchase of shares related to early exercised options (in shares)			(2,784)
Vesting of early exercised options	35				35
Stock-based compensation	4,517				4,517
Net loss and comprehensive loss	(57,048)						(57,048)
Net loss and comprehensive loss	(57,048)						(57,048)
Ending balance (in shares) at Mar. 31, 2022			82,679,131
Ending balance at Mar. 31, 2022	$ 20,617		$ 8		$ 518,368		$ (497,759)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (57,048)	$ (42,755)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,019	1,173
Stock-based compensation expense	4,192	8,203
Change in fair value of financial instruments	0	(2,153)
Amortization of operating lease right-of-use assets	2,162
Contra-revenue associated with milestones	159	159
Amortization of debt discounts	365	0
Changes in operating assets and liabilities:
Accounts receivable	130	(12,782)
Inventory	(37,762)	(25,167)
Prepaid expenses and other current assets	(2,179)	(4,129)
Other non-current assets	(27)	296
Accounts payable	(543)	1,760
Accrued expenses and other current liabilities	(6,243)	3,005
Operating lease liabilities	(1,925)
Other non-current liabilities	(1,670)	915
Net cash, cash equivalents, and restricted cash used in operating activities	(98,370)	(71,475)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(1,444)	(1,135)
Capitalized website internal-use software costs	(2,328)	(1,353)
Net cash, cash equivalents, and restricted cash used in investing activities	(3,772)	(2,488)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from flooring line of credit facility	126,903	57,096
Repayment of flooring line of credit facility	(110,150)	(39,661)
Exchange of warrants for cash	0	(497)
Proceeds from stock option exercises, including from early exercised options	3	200
Payment of tax withheld for common stock issued under stock-based compensation plans	(2,162)	0
Repurchase of shares related to early exercised options	(10)	(1)
Net cash, cash equivalents, and restricted cash provided by financing activities	14,584	17,137
Net decrease in cash, cash equivalents and restricted cash	(87,558)	(56,826)
Cash, cash equivalents and restricted cash, beginning of period	194,341	235,541
Cash, cash equivalents and restricted cash, end of period	106,783	178,715
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	496	176
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures in accounts payable	534	0
Vesting of exercised options	35	132
Stock-based compensation capitalized to internal-use software	325	$ 172
Establishment of operating lease right of use assets and lease liabilities
Operating lease right of use assets	27,855
Operating lease liabilities	28,631
Other Assets	1,716
Other Liabilities	$ 2,492

DESCRIPTION OF THE BUSINESS AND

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
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 their subsidiaries. Shift Platform, Inc., formerly known as Shift Technologies, Inc. (“Legacy Shift”) was incorporated in the State of Delaware on December 9, 2013. On October 13, 2020, Insurance Acquisition Corp. (“IAC”), an entity listed on the Nasdaq Capital Market under the trade symbol “INSU”, acquired Shift Platform, Inc., formerly known as Shift Technologies, Inc. (“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. 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, and Texas. 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”). COVID-19 In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic. 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 will 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 March 31, 2022, the Company had repaid $0.6 million of the $1.3 million originally deferred. As required, the remaining deferred amount will be paid 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”). Intercompany accounts and transactions have been eliminated. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The interim condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, condensed consolidated statements of stockholders' equity for the three months ended March 31, 2022 and 2021, and condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, 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, reflect all adjustments, which are normal and recurring in nature, necessary for the fair financial statement presentation of the Company’s condensed consolidated balance sheet as of March 31, 2022, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 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, 2021 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 16, 2022. Liquidity and Management's Plan For the three months ended March 31, 2022 and 2021, the Company generated negative cash flows from operations of approximately $98.4 million and $71.5 million, respectively, and generated net losses of approximately $57.0 million and $42.8 million, respectively. As of March 31, 2022, the Company had unrestricted cash and cash equivalents of $94.9 million and total working capital of $127.9 million. Since inception, the Company has had negative cash flows and losses from operations which it has funded primarily through issuances of common and preferred stock and through a reverse recapitalization via its merger with Insurance Acquisition Corp. in October 2020. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facilities (see Note 5 - Borrowings). As further discussed in Note 14 - Subsequent Events, the Company has entered into an "At the Market" (ATM) facility that allows it to raise capital via the sale of its Class A Common Stock. The Company is also actively engaged in other efforts to raise debt or equity capital. The Company's plan is to raise additional capital through the ATM and other capital-raising efforts to provide net proceeds which the Company believes will be sufficient to provide the liquidity necessary to satisfy its obligations over the next twelve months. The Company's ability to raise capital from the ATM facility may be constrained by the price of and demand for the Company's Class A Common Stock. There can be no assurance that net proceeds from the ATM will be sufficient, or that the Company will be able to complete its other planned capital raising efforts and raise sufficient additional capital that will provide it with sufficient liquidity to satisfy its obligations over the next twelve months. In accordance with Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued or available to be issued. Management determined as a result of this evaluation the Company’s losses and negative cash flows from operations since inception, combined with its current cash and working capital position, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 March 31, 2022 and December 31, 2021, the Company had no assets or liabilities measured at fair value. 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. In connection with the closing of the Merger, 6,000,218 shares of the Company’s common stock (the “Escrow Shares”) were deposited into an escrow account, 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 remaining 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. Prior to the cancellation of the first tranche on October 13, 2021, as the number of Escrow Shares that would have ultimately been released was 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 were not considered to be indexed to the Company’s common stock and were therefore classified as a liability. The Company’s obligation to release the Escrow Shares upon achievement of the milestones was initially 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 were recorded to change in fair value of financial instruments on the condensed consolidated statements of operations and comprehensive loss. The Escrow Shares were remeasured on a recurring basis using Level 3 inputs. 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 expected annual volatility of our common stock was estimated to be 67.60% as of March 31, 2021, 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 Balance as of January 1, $ 25,230 Remeasurement of Escrow Shares liability (2,153) Balance as of March 31, $ 23,077 As of the first anniversary of the Merger on October 13, 2021, the first tranche of 3,000,109 Escrow Shares had failed to satisfy the $12.00 stock performance hurdle. As a result, the shares were returned to the Company for cancellation. Following the return of the first tranche of the Escrow Shares to the Company on October 13, 2021, the Escrow Shares met the "fixed for fixed" option or forward contract criteria for equity classification. As such, changes in fair value of the Escrow Shares through October 13, 2021 were recorded in change in fair value of financial instruments on the condensed consolidated statements of operations and comprehensive loss. The fair value of the shares on October 13, 2021 of $6.3 million, measured using the Monte Carlo valuation model, was reclassified to additional paid-in capital on the condensed consolidated balance sheets. During the three months ended March 31, 2021, the Company recognized a gain related to the change in fair value of the Escrow Shares of $2.2 million, which is included in change in fair value of financial instruments on the condensed consolidated statements of operations and comprehensive loss. Recently Issued Accounting Standards 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. Recently Adopted Accounting Standards In February 2016, the FASB issued, ASU 2016-02 The Company adopted Topic 842 as of January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $28.6 million of operating lease liabilities and $27.9 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease components of leases. 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. The Company adopted ASU 2019-12 on January 1, 2022. There was no impact to the Company's condensed consolidated financial statements.

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	2. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Equipment $ 10,717 $ 8,753 Furniture and fixtures 326 252 Leasehold improvements 1,372 1,258 Total property and equipment 12,415 10,263 Less: accumulated depreciation (2,942) (2,323) Property and equipment, net $ 9,473 $ 7,940 Depreciation expense related to property and equipment was $0.6 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation expense related to reconditioning facilities of $0.3 million and $0.1 million, respectively, is included in cost of sales with the remainder 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	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET	3. CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET Capitalized website and internal use software costs, net consists of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 27,029 24,433 Less: accumulated amortization (16,895) (15,556) Capitalized website and internal-use software development costs, net $ 10,519 $ 9,262

ACCRUED EXPENSES AND OTHER CURR

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Liability for vehicles acquired under OEM program $ 3,166 $ 3,550 Accrued payroll related costs 8,149 15,890 Provision for DMV refunds 1,121 1,170 Accrued sales taxes 9,467 13,787 Common stock subject to repurchase liability, current 125 142 Interest payable 2,692 910 Provision for sales returns and cancellations 4,588 3,302 Other accrued expenses 6,291 5,193 Total accrued expenses and other current liabilities $ 35,599 $ 43,944 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, reconditioning and storage 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. Provision for sales returns and cancellations in the table above as of December 31, 2021 has been disaggregated to be shown separately from other accrued expenses to conform to the presentation as of March 31, 2022.

BORROWINGS

BORROWINGS	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
BORROWINGS	5. 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 accrue interest payable semi-annually in arrears 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 March 31, 2022 were $5.4 million, and are included as a reduction to convertible notes, net on the condensed consolidated balance sheets. For the three months ended March 31, 2022, the Company recorded $2.1 million of contractual interest expense and $0.3 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%. The fair value of the Notes (Level 1) at March 31, 2022 was $85.9 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 6 - Stockholders' Equity), and is using the remaining proceeds for working capital and general corporate purposes. Ally Flooring Line of Credit On December 9, 2021, the Company entered into a $100.0 million flooring line of credit facility with Ally Bank to finance its used vehicle inventory (the “Ally FLOC”), which is secured by substantially all of the Company’s assets. Borrowings under the Ally FLOC bear interest at the Prime Rate (as defined in the agreement) plus 1.50%. For the three months ended March 31, 2022, the weighted average interest rate on borrowings outstanding under the Ally FLOC was 4.75%. As of March 31, 2022, the Company had an outstanding balance under the facility of $100.0 million and no unused capacity. As of December 31, 2021, the Company had an outstanding balance under the facility of $83.3 million and $16.7 million in unused capacity. Under the Ally FLOC, repayment of amounts drawn for the purchase of a vehicle should generally be made as soon as practicable after selling or otherwise disposing of the vehicles. Outstanding balances related to vehicles held in inventory for more than 180 days require monthly principal payments equal to 10% of the original principal amount of that vehicle until the remaining outstanding balance is 50% (or less) of the original principal balance. Prepayments may be made without incurring a premium or penalty. Additionally, the Company is permitted to make prepayments to the lender to be held as principal payments and subsequently reborrow such amounts. The Ally FLOC requires the Company to maintain unrestricted cash and cash equivalents of not less than 20% of the total credit line, and to maintain an additional restricted cash balance equal to 10% of the total credit line. Additionally, the Ally FLOC requires the company to maintain at least 10% equity in the Company’s total inventory balance. As of March 31, 2022, the Company was in compliance with all covenants related to the Ally FLOC. Additionally, the Company is required to pay an availability fee each calendar quarter if the average outstanding balance for such quarter is less than 50% of the average total credit line for such quarter. The Company was required to pay an upfront commitment fee upon execution of the Ally FLOC. US Bank 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 were able to be prepaid in part or in full at any time without charge, penalty or premium. Advances under the facility accrued interest at LIBOR plus 2.00%. The obligations under the facility were secured by substantially all of the Company’s inventory, both currently owned or acquired thereafter. Repayment of obligations under the facility were guaranteed by Lithia. Refer to Note 8 - Related Party Transactions for further details regarding the guarantee of the flooring line of credit, the commercial agreement and the warrants. Subsequent amendments extended the expiration date to October 11, 2021 and increased the amount available under the FLOC to $50.0 million. The amendments also required the Company to pay a fee of 0.40% per annum on unused availability under the FLOC, and reduced the Liquidity Covenant to one times the three-month cash burn amount. The FLOC was 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.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	6. STOCKHOLDERS' EQUITY Capped Call Transactions On May 27, 2021, in connection with the issuance of the Notes (see Note 5 - 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 settlement amount of the Capped Call Transactions at March 31, 2022 was zero. The settlement amount shall be greater than zero if the volume weighted average price ("VWAP") of the Company's Class A common stock is above $8.43 at any time over the 40 consecutive trading days immediately prior to settlement.

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION PLANS	7. 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. No stock options were granted during the three months ended March 31, 2022. 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, 2021 1,597,793 $ 1.59 7.47 $ 3,574 Granted — — Exercised (12,309) 0.22 Forfeited (17,035) 3.30 Cancelled (expired) (5,421) 4.33 As of March 31, 2022 1,563,028 $ 1.57 4.75 $ 2,133 Exercisable as of March 31, 2022 1,563,028 $ 1.57 4.75 $ 2,133 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) Unvested as of December 31, 2021 9,733,977 $ 6.14 2.21 $ 33,193 Granted 778,962 3.11 Vested (672,620) 8.28 Forfeited (2,368,207) 6.05 Unvested as of March 31, 2022 7,472,112 $ 5.66 1.48 $ 16,439 Vested and unreleased 9,514 Outstanding as of March 31, 2022 7,481,626 Unvested RSUs as of March 31, 2022 include 1,216,990 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 later 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 March 31, 2022 and 2021, the Company recorded stock-based compensation expense to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss of $4.2 million and $8.2 million, respectively. In addition, the Company capitalized stock-based compensation costs for the three months ended March 31, 2022 and 2021 of $0.3 million and $0.2 million, respectively, to capitalized website and internal use software costs, net. As of March 31, 2022, there was $34.3 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.64 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. As of March 31, 2022 and December 31, 2021, the Company has recorded a liability of $0.2 million and $0.2 million relating to 48,009 and 59,639 options that were exercised but not vested, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	8. 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 March 31, 2022 and 2021, the Company recognized approximately $4.7 million and $2.3 million, respectively, of sales from the OSM agreement with Lithia. Accounts Receivable from Related Party As of March 31, 2022 and December 31, 2021, the Company had $3.7 million and $2.1 million in outstanding accounts receivable from Lithia, which is comprised of $3.7 million and $2.0 million, respectively, in vehicle sales and $3 thousand and $77 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. All Warrant Shares became vested prior to the Vesting Termination Date and were exercised prior to the Merger. 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 March 31, 2022 and 2021, 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. As of March 31, 2022 and December 31, 2021, the remaining asset, net of amortization, was $1.1 million and $1.2 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 expired on October 12, 2021. During the three months ended March 31, 2021, total costs related to these agreements was $50 thousand. 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 was 1.50% per annum based on a daily outstanding flooring line of credit and was payable monthly to Lithia. For the three months ended March 31, 2021, the Company recorded $31 thousand of interest and $0.8 million of deferred borrowing cost amortization to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. The guarantee expired conterminously with the FLOC on October 11, 2021. Accounts Payable Due to Related Party As of March 31, 2022 and December 31, 2021 payables and accruals to Lithia consisted of other miscellaneous expenses of $0.1 million and $0.2 million, respectively.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
LEASES	9. LEASES The Company is a tenant under various operating leases with third parties, including leases of office facilities and vehicle inspection, reconditioning and storage locations. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses in the period incurred. Leases with an initial term of 12 months or less are not recorded on the Company’s condensed consolidated balance sheets and expense for these leases are recognized on a straight-line basis over the lease term. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s lease costs and activity for the three months ended March 31, 2022 were as follows (in thousands): Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 2,162 Short-term lease cost 832 Variable lease cost 185 Total lease cost $ 3,179 Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 1,925 Weighted average remaining lease term - operating leases (in years) 5.14 Weighted average discount rate - operating leases 7.30% Operating leases liabilities by maturity date from March 31, 2022 were as follows (in thousands): Year ended December 31, Operating Leases 2022 $ 4,215 2023 8,111 2024 5,041 2025 4,349 2026 4,191 Thereafter 7,937 Total minimum lease payments 33,844 Less: Imputed interest 6,615 Total lease liabilities $ 27,229 As of March 31, 2022, the total minimum lease payments presented above excludes approximately $45.3 million of minimum lease payments for leases of vehicle storage and reconditioning facilities executed but not yet commenced. Rent expense for operating leases during the three months ended March 31, 2021 was $1.8 million.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES 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	3 Months Ended
	Mar. 31, 2022
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 Chief Executive Officer. 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 months ended March 31, 2022 and 2021, the Company did not have sales to customers outside the United States. As of March 31, 2022 and December 31, 2021, 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 March 31, 2022 Retail Wholesale Consolidated Revenue from external customers $ 191,793 $ 27,787 $ 219,580 Segment gross profit (loss) 10,926 (138) 10,788 Three Months Ended March 31, 2021 Retail Wholesale Consolidated Revenue from external customers $ 92,973 $ 13,031 $ 106,004 Segment gross profit 7,236 130 7,366 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 2022 2021 Segment gross profit $ 10,788 $ 7,366 Selling, general and administrative expenses (63,537) (50,234) Depreciation and amortization (1,680) (1,101) Change in fair value of financial instruments — 2,153 Interest and other expense, net (2,578) (939) Net loss before income taxes $ (57,007) $ (42,755)

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2022
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 (in thousands, except share and per share amounts) 2022 2021 Net loss and comprehensive loss attributable to common stockholders $ (57,048) $ (42,755) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 81,825,252 77,909,110 Net loss and comprehensive loss per share attributable to common stockholders, basic and diluted $ (0.70) $ (0.55) 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 March 31, 2022 2021 Escrow Shares 3,000,109 6,000,218 Convertible Notes 17,798,340 — Stock options 1,563,028 2,045,690 Restricted stock units 7,481,626 7,338,804 Contingently repurchasable early exercise shares 48,009 147,659 Total 29,891,112 15,532,371

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	13. INCOME TAXESThe Company recorded a provision for income taxes of $41 thousand and zero during the three months ended March 31, 2022 and 2021, respectively. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	14. SUBSEQUENT EVENTS On May 6, 2022, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”), with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell, at its option, shares of the Company’s Class A common stock, par value $0.0001 per share, having an aggregate offering price of up to $150.0 million (the “Placement Shares”), through the Agent, as its sales agent, from time to time at prevailing market prices in an “at-the-market offering” within the meaning of Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made to the public directly on or through the Nasdaq Capital Market and any other trading market for shares of our common stock (the “Offering”).

DESCRIPTION OF THE BUSINESS A_2

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
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”). Intercompany accounts and transactions have been eliminated. In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The interim condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, condensed consolidated statements of stockholders' equity for the three months ended March 31, 2022 and 2021, and condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, 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, reflect all adjustments, which are normal and recurring in nature, necessary for the fair financial statement presentation of the Company’s condensed consolidated balance sheet as of March 31, 2022, and its results of operations for the three months ended March 31, 2022 and 2021 and cash flows for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 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, 2021 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 16, 2022.
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 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. Recently Adopted Accounting Standards In February 2016, the FASB issued, ASU 2016-02 The Company adopted Topic 842 as of January 1, 2022 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $28.6 million of operating lease liabilities and $27.9 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease components of leases. 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. The Company adopted ASU 2019-12 on January 1, 2022. There was no impact to the Company's condensed consolidated financial statements.

DESCRIPTION OF THE BUSINESS A_3

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2022
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 Balance as of January 1, $ 25,230 Remeasurement of Escrow Shares liability (2,153) Balance as of March 31, $ 23,077

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	3 Months Ended
	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and equipment, net consists of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Equipment $ 10,717 $ 8,753 Furniture and fixtures 326 252 Leasehold improvements 1,372 1,258 Total property and equipment 12,415 10,263 Less: accumulated depreciation (2,942) (2,323) Property and equipment, net $ 9,473 $ 7,940

CAPITALIZED WEBSITE AND INTER_2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, 2022 As of December 31, 2021 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 27,029 24,433 Less: accumulated amortization (16,895) (15,556) Capitalized website and internal-use software development costs, net $ 10,519 $ 9,262
Capitalized Website and Internal-Use Software Development Costs	Capitalized website and internal use software costs, net consists of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Capitalized website domain costs – nonamortizable $ 385 $ 385 Capitalized website and internal-use software development costs – amortizable 27,029 24,433 Less: accumulated amortization (16,895) (15,556) Capitalized website and internal-use software development costs, net $ 10,519 $ 9,262

ACCRUED EXPENSES AND OTHER CU_2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following (in thousands): As of March 31, 2022 As of December 31, 2021 Liability for vehicles acquired under OEM program $ 3,166 $ 3,550 Accrued payroll related costs 8,149 15,890 Provision for DMV refunds 1,121 1,170 Accrued sales taxes 9,467 13,787 Common stock subject to repurchase liability, current 125 142 Interest payable 2,692 910 Provision for sales returns and cancellations 4,588 3,302 Other accrued expenses 6,291 5,193 Total accrued expenses and other current liabilities $ 35,599 $ 43,944

STOCK-BASED COMPENSATION PLANS

STOCK-BASED COMPENSATION PLANS (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2021 1,597,793 $ 1.59 7.47 $ 3,574 Granted — — Exercised (12,309) 0.22 Forfeited (17,035) 3.30 Cancelled (expired) (5,421) 4.33 As of March 31, 2022 1,563,028 $ 1.57 4.75 $ 2,133 Exercisable as of March 31, 2022 1,563,028 $ 1.57 4.75 $ 2,133
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) Unvested as of December 31, 2021 9,733,977 $ 6.14 2.21 $ 33,193 Granted 778,962 3.11 Vested (672,620) 8.28 Forfeited (2,368,207) 6.05 Unvested as of March 31, 2022 7,472,112 $ 5.66 1.48 $ 16,439 Vested and unreleased 9,514 Outstanding as of March 31, 2022 7,481,626

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2022
Leases [Abstract]
Lease Costs and Activity	The Company’s lease costs and activity for the three months ended March 31, 2022 were as follows (in thousands): Three Months Ended March 31, 2022 Lease cost Operating lease cost $ 2,162 Short-term lease cost 832 Variable lease cost 185 Total lease cost $ 3,179 Cash paid for amounts included in the measurement of operating lease liabilities Operating cash flows from operating leases $ 1,925 Weighted average remaining lease term - operating leases (in years) 5.14 Weighted average discount rate - operating leases 7.30%
Operating Lease Liabilities by Maturity Date	Operating leases liabilities by maturity date from March 31, 2022 were as follows (in thousands): Year ended December 31, Operating Leases 2022 $ 4,215 2023 8,111 2024 5,041 2025 4,349 2026 4,191 Thereafter 7,937 Total minimum lease payments 33,844 Less: Imputed interest 6,615 Total lease liabilities $ 27,229

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Reportable Segments Information	Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended March 31, 2022 Retail Wholesale Consolidated Revenue from external customers $ 191,793 $ 27,787 $ 219,580 Segment gross profit (loss) 10,926 (138) 10,788 Three Months Ended March 31, 2021 Retail Wholesale Consolidated Revenue from external customers $ 92,973 $ 13,031 $ 106,004 Segment gross profit 7,236 130 7,366
Reconciliation of Reportable Segment Gross Profit to Net Loss and Comprehensive Loss Attributable to Common Stockholders	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 2022 2021 Segment gross profit $ 10,788 $ 7,366 Selling, general and administrative expenses (63,537) (50,234) Depreciation and amortization (1,680) (1,101) Change in fair value of financial instruments — 2,153 Interest and other expense, net (2,578) (939) Net loss before income taxes $ (57,007) $ (42,755)

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2022
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 (in thousands, except share and per share amounts) 2022 2021 Net loss and comprehensive loss attributable to common stockholders $ (57,048) $ (42,755) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 81,825,252 77,909,110 Net loss and comprehensive loss per share attributable to common stockholders, basic and diluted $ (0.70) $ (0.55)
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 March 31, 2022 2021 Escrow Shares 3,000,109 6,000,218 Convertible Notes 17,798,340 — Stock options 1,563,028 2,045,690 Restricted stock units 7,481,626 7,338,804 Contingently repurchasable early exercise shares 48,009 147,659 Total 29,891,112 15,532,371

DESCRIPTION OF THE BUSINESS A_4

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES - Narrative (Details)	Oct. 13, 2021USD ($)$ / sharesshares	Oct. 13, 2020trading_day$ / sharesshares	Mar. 31, 2022USD ($)segment	Mar. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2021USD ($)
Concentration Risk [Line Items]
Number of reportable segments | segment			2
Social security tax repaid, CARES Act			$ 600,000
Social security tax original deferral, CARES Act					$ 1,300,000
Negative cash flows from operations			98,370,000	$ 71,475,000
Net loss			57,048,000	42,755,000
Cash and cash equivalents			94,883,000			$ 182,616,000
Working capital			127,900,000
Assets measured at fair value			0			0
Liabilities measured at fair value			0			$ 0
Reclassification of escrow shares to additional paid-in capital	$ 6,300,000
Reclassified out from financial instruments liability	$ 6,300,000
Operating lease liabilities			27,229,000
Operating lease right-of-use assets			$ 26,216,000
Accounting Standards Update [Extensible Enumeration]						Accounting Standards Update 2016-02 [Member]
Cumulative Effect, Period of Adoption, Adjustment
Concentration Risk [Line Items]
Operating lease liabilities						$ 28,600,000
Operating lease right-of-use assets						$ 27,900,000
Escrow Shares
Concentration Risk [Line Items]
Remeasurement gain (loss) from change in fair value of financial instruments				$ 2,153,000
Insurance Acquisition Corp.
Concentration Risk [Line Items]
Additional number of shares legacy stockholders are entitled given certain conditions | shares		6,000,218
Number of shares returned | shares	3,000,109
Insurance Acquisition Corp. | Derivative Instrument, Period, One
Concentration Risk [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
Concentration Risk [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
Concentration Risk [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
Fair Value, Inputs, Level 3 | Measurement Input, Option Volatility | Valuation Technique, Option Pricing Model
Concentration Risk [Line Items]
Expected volatility rate				0.6760

DESCRIPTION OF THE BUSINESS A_5

DESCRIPTION OF THE BUSINESS AND ACCOUNTING POLICIES - Changes in the Fair Value of Level 3 Financial Instruments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning balance	$ 25,230
Ending balance	23,077
Escrow Shares
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Remeasurement of Escrow Shares liability	$ (2,153)

PROPERTY AND EQUIPMENT, NET - S

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 12,415	$ 10,263
Less: accumulated depreciation	(2,942)	(2,323)
Property and equipment, net	9,473	7,940
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	10,717	8,753
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	326	252
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,372	$ 1,258

PROPERTY AND EQUIPMENT, NET - N

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.6	$ 0.3
Reconditioning Facilities
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.3	$ 0.1

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	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized website domain costs – nonamortizable	$ 385	$ 385
Capitalized website and internal-use software development costs – amortizable	27,029	24,433
Less: accumulated amortization	(16,895)	(15,556)
Capitalized website and internal-use software development costs, net	$ 10,519	$ 9,262

CAPITALIZED WEBSITE AND INTER_4

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of capitalized software development costs	$ 1.4	$ 0.9

ACCRUED EXPENSES AND OTHER CU_3

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Liability for vehicles acquired under OEM program	$ 3,166	$ 3,550
Accrued payroll related costs	8,149	15,890
Provision for DMV refunds	1,121	1,170
Accrued sales taxes	9,467	13,787
Common stock subject to repurchase liability, current	125	142
Interest payable	2,692	910
Provision for sales returns and cancellations	4,588	3,302
Other accrued expenses	6,291	5,193
Total accrued expenses and other current liabilities	$ 35,599	$ 43,944
Amount paid over original acquisition price of acquired inventory	50.00%

BORROWINGS (Details)

BORROWINGS (Details) $ / shares in Units, $ in Millions	Dec. 09, 2021USD ($)	May 27, 2021USD ($)trading_daybusiness_day$ / shares	Oct. 11, 2018USD ($)	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)	May 24, 2021$ / shares
Line of Credit Facility [Line Items]
Share price | $ / shares						$ 6.61
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				$ 5.4
Contractual interest expense				2.1
Deferred borrowing cost amortization expense				$ 0.3
Effective rate				5.73%
Convertible Notes | Convertible Senior Notes Due 2026 | Estimate of Fair Value Measurement
Line of Credit Facility [Line Items]
Convertible debt, fair value				$ 85.9
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 | Ally Flooring Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 100
Weighted average interest rate				4.75%
Outstanding under credit facility				$ 100	$ 83.3
Unused borrowing capacity				0	$ 16.7
Period vehicles held in inventory	180 days
Monthly principal payment equal to percentage of original principal amount of vehicle	10.00%
Monthly principal payment required until percentage of remaining outstanding balance is reached (or less)	50.00%
Percentage of unrestricted cash and cash equivalents on total credit line (not less than)	20.00%
Percentage restricted cash on total credit line (at least)	10.00%
Percentage of equity to be maintained on inventory (at least)	10.00%
Percentage threshold of average outstanding balance of average total credit line for quarter to trigger availability fee	50.00%
Line of Credit | Revolving Credit Facility | Ally Flooring Line of Credit | Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.50%
Line of Credit | Revolving Credit Facility | Flooring Line of Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 30	$ 50
Covenant, liquidity required, three-month cash burn multiplier, minimum				1
Commitment fee for unused availability under borrowing capacity				0.40%
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 (Details)

STOCKHOLDERS' EQUITY (Details) - Call Option	May 27, 2021USD ($)$ / shares	Mar. 31, 2022USD ($)trading_day$ / shares
Class of Warrant or Right [Line Items]
Cap price for capped call transactions (in dollars per share) | $ / shares	$ 14.8725
Cap price for capped call transactions premium	125.00%
Cost for capped call transactions | $	$ 28,400,000
Hypothetical capped call settlement value, cash settlement amount | $		$ 0
Capped call volume weighted average price (in dollars per share) | $ / shares		$ 8.43
Capped call threshold number of consecutive trading days | trading_day		40

STOCK-BASED COMPENSATION PLAN_2

STOCK-BASED COMPENSATION PLANS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	0
Granted (in shares)	778,962
Stock-based compensation expense	$ 4,200	$ 8,200
Stock-based compensation capitalized to internal-use software	325	$ 172
Unrecognized stock-based compensation expense	$ 34,300
Unrecognized stock-based compensation expense, weighted average period of recognition	2 years 7 months 20 days
Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	1,216,990
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Liability related to stock options exercised but not vested	$ 200		$ 200
Stock options exercised but not vested (in shares)	48,009		59,639
2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	0
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) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	1,597,793
Granted (in shares)	0
Exercised (in shares)	(12,309)
Forfeited (in shares)	(17,035)
Cancelled (expired) (in shares)	(5,421)
Ending balance (in shares)	1,563,028	1,597,793
Exercisable at period end (in shares)	1,563,028
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 1.59
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.22
Forfeited (in dollars per share)	3.30
Cancelled (expired) (in dollars per share)	4.33
Ending balance (in dollars per share)	1.57	$ 1.59
Weighted average exercise price, exercisable at period end (in dollars per share)	$ 1.57
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding	4 years 9 months	7 years 5 months 19 days
Weighted average remaining contractual life, exercisable at period end	4 years 9 months
Aggregate intrinsic value, outstanding	$ 2,133	$ 3,574
Aggregate intrinsic value, exercisable at period end	$ 2,133

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	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Shares
Beginning balance (in shares)	9,733,977
Granted (in shares)	778,962
Vested (in shares)	(672,620)
Forfeited (in shares)	(2,368,207)
Ending balance (in shares)	7,472,112	9,733,977
Vested and unreleased (in shares)	9,514
Outstanding at period end (in shares)	7,481,626
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 6.14
Granted (in dollars per share)	3.11
Vested (in dollars per share)	8.28
Forfeited (in dollars per share)	6.05
Ending balance (in dollars per share)	$ 5.66	$ 6.14
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding	1 year 5 months 23 days	2 years 2 months 15 days
Aggregate intrinsic value, outstanding	$ 16,439	$ 33,193

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands	Sep. 30, 2018USD ($)tranche$ / sharesshares	Oct. 31, 2019USD ($)	Feb. 28, 2019	Mar. 31, 2022USD ($)	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
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				$ 3,700		$ 2,100
Agreement term	5 years
Deferred asset, gross	$ 3,200
Amortization period	5 years
Deferred asset, amortization expense				200	$ 200
Deferred asset, net				1,100		1,200
Accounts payable				100		200
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
Affiliated Entity | One-Sided Marketplace (OSM) Agreement | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Revenue from related party				4,700	2,300
Affiliated Entity | Vehicle Sales | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Accounts receivable				3,700		2,000
Affiliated Entity | Lithia Motors, Inc. Master Agreement With US Bank, Commissions | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Accounts receivable				$ 3		$ 77
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]
Selling, general and administrative expenses from transactions with related party					50
Affiliated Entity | Flooring Line of Credit Facility | Lithia Motors, Inc.
Related Party Transaction [Line Items]
Deferred borrowing cost amortization expense					800
Interest rate			1.50%
Interest expense					$ 31

LEASES - Lease Costs and Activi

LEASES - Lease Costs and Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Lease cost
Operating lease cost	$ 2,162
Short-term lease cost	832
Variable lease cost	185
Total lease cost	3,179
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows from operating leases	$ 1,925
Weighted average remaining lease term - operating leases (in years)	5 years 1 month 20 days
Weighted average discount rate - operating leases	7.30%

LEASES - Operating Lease Liabil

LEASES - Operating Lease Liabilities by Maturity Date (Details) $ in Thousands	Mar. 31, 2022USD ($)
Leases [Abstract]
2022	$ 4,215
2023	8,111
2024	5,041
2025	4,349
2026	4,191
Thereafter	7,937
Total minimum lease payments	33,844
Less: Imputed interest	6,615
Total lease liabilities	$ 27,229

LEASES - Narrative (Details)

LEASES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Leases [Abstract]
Minimum lease payments for lease executed but not yet commenced		$ 45.3
Rent expense	$ 1.8

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Mar. 31, 2022USD ($)
Commitments and Contingencies Disclosure [Abstract]
Possible loss related to claim (up to)	$ 4

SEGMENT INFORMATION - Narrative

SEGMENT INFORMATION - Narrative (Details)	3 Months Ended
	Mar. 31, 2022segment
Segment Reporting [Abstract]
Number of reportable segments	2

SEGMENT INFORMATION - Reportabl

SEGMENT INFORMATION - Reportable Segments Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenue from external customers	$ 219,580	$ 106,004
Segment gross profit (loss)	10,788	7,366
Operating Segments
Segment Reporting Information [Line Items]
Segment gross profit (loss)	10,788	7,366
Operating Segments | Retail
Segment Reporting Information [Line Items]
Revenue from external customers	191,793	92,973
Segment gross profit (loss)	10,926	7,236
Operating Segments | Wholesale
Segment Reporting Information [Line Items]
Revenue from external customers	27,787	13,031
Segment gross profit (loss)	$ (138)	$ 130

SEGMENT INFORMATION - Reconcili

SEGMENT INFORMATION - Reconciliation of Reportable Segment Gross Profit to Net Loss and Comprehensive Loss Attributable to Common Stockholders (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit (loss)	$ 10,788	$ 7,366
Selling, general and administrative expenses	(63,537)	(50,234)
Depreciation and amortization	(1,680)	(1,101)
Change in fair value of financial instruments	0	2,153
Interest and other expense, net	(2,578)	(939)
Net loss before income taxes	(57,007)	(42,755)
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit (loss)	$ 10,788	$ 7,366

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
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Net loss attributable to common stockholders, basic	$ (57,048)	$ (42,755)
Net loss attributable to common stockholders, diluted	(57,048)	(42,755)
Net loss and comprehensive loss attributable to common stockholders	$ (57,048)	$ (42,755)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic (in shares)	81,825,252	77,909,110
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted (in shares)	81,825,252	77,909,110
Net loss and comprehensive loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.70)	$ (0.55)
Net loss and comprehensive loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.70)	$ (0.55)

NET LOSS PER SHARE - Potentiall

NET LOSS PER SHARE - Potentially Dilutive Shares not included in the Calculation of Diluted Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	29,891,112	15,532,371
Escrow Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,000,109	6,000,218
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)	1,563,028	2,045,690
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	7,481,626	7,338,804
Contingently repurchasable early exercise shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	48,009	147,659

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 41	$ 0

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Jun. 30, 2022	May 06, 2022	Mar. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.0001	$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)		$ 0.0001
Subsequent Event | Forecast | Controlled Equity Offering Sales Agreement
Subsequent Event [Line Items]
Sale of stock, consideration received on transaction	$ 150
Sale of stock, commission on gross consideration received on transaction	3.00%