SFT Shift Technologies Inc

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1. DESCRIPTION OF THE BUSINESS

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., formerly known as Shift Technologies, Inc. (“Legacy Shift”) was incorporated in the State of Delaware on December 9, 2013.

Shift Technologies, Inc. is a consumer-centric omnichannel retailer leveraging its end-to-end ecommerce platform and retail locations to provide a technology-driven, hassle-free customer experience.

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”).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 June 30, 2023 and December 31, 2022, the interim condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2023 and 2022, and condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, 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 June 30, 2023, and its results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 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, 2022 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 31, 2023.

At the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Class A common stock, at a ratio within the range of 1-for-5 to 1-for-10. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. All share and per-share amounts have been retrospectively adjusted to reflect the impact of the reverse stock split.

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 Class A common stock, financial instruments, convertible debt, stock-based compensation and income taxes.

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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.

Accounts Receivable

Accounts receivable are primarily due from auction facilities and partner financial institutions that provide financing to our customers.

The Company maintains an allowance for doubtful accounts that is calculated under the current expected credit loss (“CECL”) model. The CECL model applies to financial assets measured at amortized cost, and requires the Company to reflect expected credit losses over the remaining contractual term of the asset. As the large majority of the Company’s receivables settle within 30 days, the forecast period under the CECL model is a relatively short horizon. The Company uses an aging method to estimate allowances for doubtful accounts under the CECL model as the Company has determined that the aging method adequately reflects expected credit losses, as corroborated by historical loss rates.

Marketable Securities

The Company acquired equity and debt security investments as a result of the CarLotz Merger on December 9, 2022. Equity and debt securities are classified as Level 1 and Level 2 in the fair value hierarchy, respectively. Substantially all of the debt and equity securities were sold between December 31, 2022 and June 30, 2023 and $3 thousand was reclassified from accumulated other comprehensive loss for net losses on marketable securities.

Discontinued Operations

We review the presentation of planned business dispositions in the condensed consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year.

Planned business dispositions are presented as discontinued operations when all the criteria described above are met. For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified in the condensed consolidated balance sheets. Additionally, the results of operations of a discontinued operation are reclassified to income from discontinued operations, net of tax, for all periods presented in the condensed consolidated statements of operations. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations.

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.

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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. The Company recognizes transfers between the levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, the Company had less than $0.1 million in assets and liabilities, respectively, measured at fair value.

Escrow Shares

In connection with the closing of the Company's merger with Insurance Acquisition Corp. on October 13, 2020, (the "IAC Merger"), 600,021 shares of the Company’s Class A 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 IAC 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 IAC Merger:

i.If at any time during the 12 months following the closing, the closing share price of the Company’s Class A common stock is greater than $120.00 over any 20 trading days within any 30 trading day period, 50% of the Escrow Shares will be released.

ii.If at any time during the 30 months following the closing, the closing share price of the Company’s Class A common stock is greater than $150.00 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 IAC Merger Agreement) that will result in the holders of the Company’s Class A common stock receiving a per share price equal to or in excess of $100.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Class A common stock after the date of the IAC 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 Class A 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 17 - Net Loss Per Share).

The Escrow Shares meet the accounting definition of a derivative financial instrument. Prior to the cancellation of the first tranche on October 13, 2021, 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, and therefore the Escrow Shares were not considered to be indexed to the Company’s Class A 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 IAC 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.

As of the first anniversary of the IAC Merger on October 13, 2021, the first tranche of 300,011 Escrow Shares had failed to satisfy the $120.00 stock performance hurdle. As a result, the shares were returned to the Company for cancellation.

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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.

On April 13, 2023 the second tranche of 300,010 Escrow Shares failed to satisfy the applicable stock performance hurdle. As a result, the shares were returned to the Company and cancelled.

Liquidity and Management's Plan

For the six months ended June 30, 2023 and 2022, the Company generated negative cash flows from operations of approximately $64.3 million and $98.1 million, respectively, and generated net losses of approximately $73.9 million and $109.2 million, respectively. As of June 30, 2023, the Company had unrestricted cash and cash equivalents of $23.3 million and total working capital of $19.1 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, sales of its 4.75% Convertible Senior Notes due 2026, and through a reverse recapitalization via the IAC Merger in October 2020. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facilities (see Note 9 - Borrowings). The Company's current floorplan facility expires on December 9, 2023. We believe we will need to raise significant additional capital to meet the liquidity needs of the business.

The Company's plan is to raise capital to provide the liquidity necessary to satisfy its obligations over the next twelve months, and to secure a new or amended floorplan financing arrangement to provide continuity when the current floorplan expires. The Company may also pursue other strategic alternatives, including efforts to restructure or refinance its 4.75% Convertible Senior Notes due 2026 and 6.00% Senior Unsecured Notes due 2025 that have not been successful to date. The Company may also restructure its debt under the U.S. Bankruptcy Code and/or cease operations altogether. The Company continually assesses other opportunities to raise debt or equity capital. The Company's ability to raise capital may be constrained by the price of and demand for the Company's Class A common stock. There can be no assurance that the Company will be able to raise sufficient additional capital or obtain financing that will provide it with sufficient liquidity to satisfy its obligations over the next twelve months.

The Company continues to focus its strategy on improving unit economics and reducing selling, general, and administrative expenses and seeks to achieve these goals by eliminating less profitable fulfillment channels, consolidating operations into fewer physical locations, and reducing headcount accordingly. Please see Note 15 - Impairment, Restructuring and Discontinued Operations for additional information.

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. 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, working capital position, and expiration of the current floorplan financing arrangement on December 9, 2023, 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.

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Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance codified in Accounting Standards Update ("ASU") 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), 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 adopted ASU 2016-13 under the private company transition guidance beginning January 1, 2023. The adoption did not materially impact the Company's condensed consolidated financial statements.

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3. BUSINESS COMBINATIONS

Fair Dealer Services, LLC

On May 11, 2022, the Company completed the acquisition of certain automotive dealer marketplace assets and all of the issued and outstanding limited liability company interests of Fair Dealer Services, LLC (“Fair”), (collectively, the “Marketplace Assets”), from Fair Financial Corp., Fair IP, LLC (“Fair IP”), and (for limited purposes) Cayman Project 2 Limited (“SB LL Holdco”), pursuant to the terms of the Amended and Restated Purchase Agreement dated May 11, 2022. The Company purchased the Marketplace Assets in order to acquire software and other assets to enable the listing of inventory owned by third-party dealerships for sale on the Company’s ecommerce platform. The Company determined that the Marketplace Assets meet the definition of a business, and the purchase is properly accounted for as a business combination.

The Company incurred a total of $3.3 million of transaction related costs for the year ended December 31, 2022. There were $1.6 million and $3.2 million for the three and six months ended June 30, 2022, which are included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

The consideration for the Marketplace Assets consisted of cash in the amount of $15.0 million (the “Cash Consideration”) and 206,698 shares of the Company’s Class A common stock (such shares being equal to 2.5% of the issued and outstanding shares of the Company’s Class A common stock as of immediately prior to the closing of the transactions contemplated by the Amended and Restated Purchase Agreement) (the “Stock Consideration”). The shares were issued and valued as of May 11, 2022 at a per share market closing price of $10.20.

The Company financed the acquisition of the Marketplace Assets through the issuance of the Senior Unsecured Notes to SB LL Holdco (see Note 9 - Borrowings). The stated interest rate on the Senior Unsecured Notes was determined to be below the market rate of interest, effectively providing a discount on the purchase price of the Marketplace Assets. Therefore, the Company recognized an imputed discount of $2.1 million on the Senior Unsecured Notes based on an estimated market rate of interest of 10.5%, and a corresponding reduction to the consideration transferred for the purchase of the Marketplace Assets.

The following table presents an estimate of consideration transferred:

						(In thousands)
Cash consideration						$	15,000
Fair value of shares of Shift Class A common stock issued						2,481
Allocation of proceeds from Senior Unsecured Notes						(2,103)
Acquisition Consideration						$	15,378

The intangible assets acquired were recorded at their fair values as of the acquisition date. Management estimated the fair value of intangible assets in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants.

			Estimated Fair Value
Capitalized website and internal use software costs			$	12,500
Other intangible assets - Trade name			100
Other intangible assets - Dealer network			100
Prepaid expenses and other current assets			154
Goodwill			2,524
Total fair value of purchase price			$	15,378

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Identifiable Intangible Assets

The Company acquired intangible assets that consisted primarily of developed software, which had an estimated fair value of $12.5 million, and which is included in capitalized website and internal use software costs, net on the condensed consolidated balance sheets. The Company also acquired other intangible assets with a total estimated fair value of $0.2 million. The Cost to Recreate Method was used to value the acquired developed software asset. Management applied judgment in estimating the fair value of this intangible asset, which involved the use of significant assumptions such as the cost and time to build the acquired technology, developer’s profit and rate of return. The other intangible assets are included in other non-current assets on the condensed consolidated balance sheets. The Company began amortizing the intangible assets on a straight-line basis over their estimated useful lives of three years for the capitalized internal use software and trade name, and one year for the dealer network. During the fourth quarter of 2022, the Company fully impaired these assets.

Goodwill

The goodwill represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to the benefits expected from combining the Company’s expertise with Fair’s technology, resource base, and ability to effectively integrate the Marketplace Assets with the Company's existing ecommerce platform. This goodwill is not deductible for income tax purposes.

Pro forma information (unaudited)

The unaudited pro forma results presented below include the effects of the Fair acquisition as if it had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisition which includes adjustments related to the amortization of acquired intangible assets. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the integration of Fair. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred as of January 1, 2021.

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CarLotz, Inc.

On December 9, 2022, the Company completed the acquisition of all of the issued and outstanding equity interests of CarLotz, Inc. (“CarLotz”), a Delaware corporation, pursuant to the terms of the Agreement and Plan of Merger (the "CarLotz Merger") dated as of August 9, 2022 (the “Merger Agreement”). The CarLotz Merger increased the liquidity available to the combined entity by adding the cash resources of legacy CarLotz to the combined entity and obviating the need for legacy CarLotz to invest in technologies already developed by Shift. The Company determined that the CarLotz Merger is properly accounted for as a business combination.

During the three and six months ended June 30, 2023, the Company incurred zero and $0.2 million, respectively, of transaction related costs for a total of $16.4 million since the date of acquisition. These costs are included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

The following table presents an estimate of Merger Consideration transferred to effect the CarLotz Merger at Closing:

						(In thousands)
Fair value of shares of Shift Class A common stock issued to CarLotz stockholders						$	22,411
Replacement of CarLotz equity awards						562
Merger Consideration						$	22,973

The fair value of shares of Shift Class A common stock issued as Merger Consideration was based on approximately 8.6 million shares of Shift Class A common stock, including 0.1 million shares issued pursuant to accelerated vesting of certain CarLotz RSU Awards in connection with the CarLotz Merger, and the closing price of Shift Class A common stock of $2.62 per share on December 9, 2022.

Consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The initial allocation of the consideration transferred is based on a preliminary valuation and is subject to adjustments. Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities assumed, as well as tax-related matters. During the measurement period, the Company may record adjustments to the provisional amounts recognized. The allocation of the consideration transferred will be finalized within the measurement period (up to one year from the acquisition date).

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			Estimated Fair Value
Cash, cash equivalents, and marketable securities			$	97,710
Accounts receivable			3,321
Inventory			7,062
Other current assets			1,756
Property and equipment			7,009
Operating lease right of use assets			25,119
Finance lease right of use assets			4,176
Developed technology			3,190
Trademarks			970
Other non-current assets			364
Total assets			150,677
Accounts payable and accrued liabilities			(11,899)
Operating lease liabilities, current			(4,127)
Finance lease liabilities, current			(273)
Other current liabilities			(694)
Operating lease liabilities			(24,713)
Finance lease liabilities			(8,940)
Other non-current liabilities			(373)
Total liabilities			(51,019)
Net assets acquired			99,658
Gain on Bargain purchase			$	(76,685)
Consideration transferred			$	22,973

Identifiable Intangible Assets

The fair value of the trademarks and developed technology intangible assets has been determined using the relief-from-royalty method, which involves the estimation of an amount of hypothetical royalty savings enjoyed by the entity that owns the intangible asset because that entity is relieved from having to license that intangible asset from another owner. In using this method, third-party arm’s-length royalty or license agreements were analyzed. The licensing transactions were selected as reflecting similar risks and characteristics that make them comparable to the subject assets. The net revenue expected to be generated by the intangible asset during its expected remaining life was then multiplied by the selected royalty rate. The selected estimated royalty rates for the trademarks and developed technology were 0.3% and 1.5%, respectively. The estimated after-tax royalty streams were then discounted to present value using a discount rate of 19.4%, to estimate the fair value of the subject intangible assets.

The trademarks are included in other non-current assets on the condensed consolidated balance sheets. The developed technology is included in capitalized website and internal use software costs, net on the condensed consolidated balance sheets. The Company fully amortized the intangible assets on a straight-line basis over their estimated useful lives of three months, as the Company is decommissioning the acquired intangible assets in favor of equivalent legacy Shift assets.

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Bargain Purchase

Any excess of fair value of acquired net assets over the purchase price (negative goodwill) has been recognized as a gain in the period the acquisition was completed. We have reassessed whether all acquired assets and assumed liabilities have been identified and recognized and performed remeasurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The remaining excess has been recognized as a gain in the consolidated statement of operations. Factors believed to contribute to the bargain purchase include i) the management turnover, restructuring, and other indicators of distress experienced by CarLotz prior to the CarLotz Merger, ii) successful cash conservation efforts by CarLotz during the period from the execution of the CarLotz Merger Agreement to the closing of the merger, and iii) a significant decline in the market price of the Company's Class A common stock during the period from the execution of the Merger Agreement to the closing of the merger, which reduced the fair market value of the stock paid as consideration for the merger.

Pro forma information (unaudited)

The unaudited pro forma results presented below include the effects of the CarLotz Merger as if it had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. For the three months ended June 30, 2023, the pro forma adjustments include a reduction in stock-based compensation costs to reflect expected amortization of assumed equity awards and a reduction in amortization expense to reflect the revaluation of certain technology assets. For the six months ended June 30, 2022, the pro forma adjustments include a reduction in stock-based compensation expense to reflect expected amortization of assumed equity awards, non-recurring transaction costs, and a gain on bargain purchase.

The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the integration of CarLotz. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred as of January 1, 2021.

			Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
Revenue			$	300,224					$	582,818
Loss from operations			(88,230)						(170,149)
Net loss			$	(85,525)					$	(165,830)
Net loss per share, basic and diluted			$	(5.17)					$	(10.18)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted			16,551,296						16,295,664

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4. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following (in thousands):

			As of June 30, 2023						As of December 31, 2022
Equipment			$	3,265					$	4,545
Furniture and fixtures			353						1,278
Leasehold improvements			1,035						4,334
Total property and equipment			4,653						10,157
Less: accumulated depreciation			(2,830)						(3,360)
Property and equipment, net			$	1,823					$	6,797

Depreciation expense related to property and equipment was $0.2 million and $0.9 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense related to property and equipment was $0.7 million and $1.5 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense related to reconditioning facilities for the three months ended June 30, 2023 and 2022 was less than $0.1 million and $0.5 million, respectively. Depreciation expense related to reconditioning facilities for the six months ended June 30, 2023 and 2022 was $0.1 million and $0.8 million, respectively. Depreciation expense related to reconditioning facilities is included in cost of sales with the remainder included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

5. LEASES

The Company is a tenant under various operating and finance leases with third parties, including leases of office facilities, vehicle inspection, reconditioning locations, storage locations, and vehicle leases. The Company assesses whether each lease is an operating or finance lease at the lease commencement date.

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 generally 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 recognized a loss on impairment of operating lease right of use assets of $1.3 million and $2.1 million for the three and six months ended June 30, 2023, respectively. There was no loss on impairment of operating lease right of use assets for the three and six months ended June 30, 2022.

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The balance sheet classification of leases is as follows (in thousands):

						Balance Sheet Classification						June 30, 2023						December 31, 2022
Assets
Operating leases						Operating lease assets						$	16,460					$	44,568
						Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations						12,492						9,572
Finance leases						Finance lease assets, net						72						152
						Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations						—						4,155
Total lease assets												$	29,024					$	58,447
Liabilities
Operating leases						Operating lease liabilities, current						$	3,594					$	8,865
						Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations						15,772						10,138
						Operating lease liabilities, non-current						16,084						44,985
Total operating lease liabilities												$	35,450					$	63,988
Finance leases						Finance lease liabilities, current						$	62					$	271
						Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations						—						5,036
						Finance lease liabilities, non-current						1,489						3,989
Total finance lease liabilities												$	1,551					$	9,296
Total lease liabilities												$	37,001					$	73,284

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The Company’s lease costs and activity were as follows (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Lease cost
Operating lease cost			$	(3,503)					$	5,224					$	5,738					$	7,386
Finance lease amortization			46						—						132						—
Finance lease interest			159						—						268						—
Short-term lease cost			127						253						295						1,085
Variable lease cost			291						191						746						376
Sublease income			(774)						—						(1,015)						—
Total lease cost			$	(3,654)					$	5,668					$	6,164					$	8,847
Cash paid for amounts included in the measurement of operating lease liabilities
Operating leases - Operating cash flows																					$	7,076
Finance leases - Operating cash flows																					$	2,927
Finance leases - Financing cash flows																					$	183
Lease assets derecognized with the sale of lease liabilities
Operating leases																					$	19,426
Finance leases																					$	6,857
Weighted average remaining lease term - operating leases (in years)																					5.26
Weighted average discount rate - operating leases																					7.92		%
Weighted average remaining lease term - finance leases (in years)																					13.17
Weighted average discount rate - finance leases																					11.21		%

Leases have remaining terms of 1 year to 13 years. There are no options that are reasonably certain to be exercised. Sublease income is derived from four subleases as of June 30, 2023. Operating lease cost in the table above for the three months ended June 30, 2023 includes gains on disposal of $6.3 million and losses on disposal of $3.3 million. Operating lease cost in the table above for the six months ended June 30, 2023 includes gains on disposal of $3.2 million and losses on disposal of $3.8 million.

Operating and finance lease liabilities by maturity date from June 30, 2023 were as follows (in thousands):

Year ended December 31,						Operating Leases						Finance Leases
2023						$	3,693					$	134
2024						8,437						195
2025						7,847						200
2026						7,778						206
2027						7,764						211
Thereafter						8,679						2,176
Total minimum lease payments						$	44,198					$	3,122
Less: Imputed interest						8,748						1,571
Total lease liabilities						$	35,450					$	1,551

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6. CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET

Capitalized website and internal use software costs, net consists of the following (in thousands):

			As of June 30, 2023						As of December 31, 2022
Capitalized website domain costs – nonamortizable			$	385					$	385
Capitalized website and internal-use software development costs – amortizable			14,798						12,294
Less: accumulated amortization			(5,928)						(2,022)
Capitalized website and internal-use software development costs, net			$	9,255					$	10,657

Amortization of capitalized software development costs is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. Amortization of capitalized software development costs amounted to $1.1 million and $2.1 million for the three months ended June 30, 2023 and 2022, respectively. Amortization of capitalized software development costs amounted to $5.0 million and $3.5 million for the six months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the remaining weighted-average amortization period for internal-use capitalized software intangible assets was approximately 1.19 years.

The expected annual amortization expense to be recognized in future years as of June 30, 2023 consists of the following (in thousands):

			As of June 30, 2023
2023			$	1,728
2024			3,449
2025			2,348
2026			260
Development in progress			1,085
Total amortizable costs			8,870
Nonamortizable costs			385
Total capitalized website and internal-use software development costs			$	9,255

7. GOODWILL

On May 11, 2022 the Company acquired the Marketplace Assets for consideration totaling $15.4 million (see Note 3 - Business Combinations). The purchase price was allocated to tangible assets of $0.2 million and intangible assets of $12.7 million based on their fair values on the acquisition date. Goodwill represents the excess purchase price over the fair value of the net assets acquired. The excess of the purchase price over the amounts allocated to assets acquired was recorded to Goodwill, in the amount of $2.5 million, which was included in the retail segment.

Goodwill is not amortized but is tested at least annually or more frequently when events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine if it is not more likely than not that the fair value of its reporting unit is less than its carrying amount.

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8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

			As of June 30, 2023						As of December 31, 2022
Liability for vehicles acquired under OEM program			$	907					$	—
Accrued payroll related costs			3,539						14,048
Provision for DMV refunds			1,235						1,080
Accrued sales taxes			973						3,957
Class A common stock subject to repurchase liability, current			27						44
Interest payable			960						960
Provision for sales returns and cancellations			2,460						4,304
Other accrued expenses			6,425						9,479
Total accrued expenses and other current liabilities			$	16,526					$	33,872

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.

As of June 30, 2023 and December 31, 2022, we classified zero and $0.1 million of accrued expenses associated with a long-lived asset disposal group as held-for-sale. See Note 15 - Impairment, Restructuring and Discontinued Operations for further information.

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9. BORROWINGS

Senior Unsecured Notes

On May 11, 2022, in connection with the Fair acquisition (see Note 3 - Business Combinations), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) by and between the Company, each of the Company’s subsidiaries party thereto as guarantors (each, a “Guarantor” and, collectively, the “Guarantors”), and SB LL Holdco, Inc., a Delaware corporation (“SB LL Holdco”). Pursuant to the Note Purchase Agreement and the terms and conditions set forth therein, the Company agreed to issue and sell, and SB LL Holdco agreed to purchase, 6.00% Senior Unsecured Notes due May 11, 2025 with a principal amount of $20.0 million (the “Senior Unsecured Notes”) in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Senior Unsecured Notes bear interest at a rate of 6.00% per annum and will mature on May 11, 2025. The Company may, at its option, prepay the Senior Unsecured Notes in their entirety (i) if prior to November 11, 2024, at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding) such date and a premium specified therein, or (ii) if on or after November 11, 2024, at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding) such date. The Senior Unsecured Notes are senior unsecured indebtedness of the Company.

As of June 30, 2023, discounts and deferred borrowing costs related to the Senior Unsecured Notes totaled $1.6 million and $0.1 million, respectively, and are included as a reduction to long-term debt, net on the condensed consolidated balance sheets. For the three months ended June 30, 2023, the Company had $0.3 million of contractual interest expense and $0.2 million of discount and deferred borrowing cost amortization with both recorded to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2022, the Company had $0.2 million of contractual interest expense and $0.1 million of discount and deferred borrowing cost amortization. For the six months ended June 30, 2023, the Company had $0.6 million of contractual interest expense and $0.4 million of discount and deferred borrowing cost amortization.

The estimated fair value of the Senior Unsecured Notes (Level 3) as of June 30, 2023 was $4.4 million.

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 11.8654 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 $84.28 per share of the Company’s Class A common stock). The initial conversion price represents a premium of approximately 27.47% over the last reported sale price of the Company’s Class A common stock on May 24, 2021, which was $66.10 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 15.1284 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.

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Noteholders may convert their Notes at their option only in the following circumstances:

1.during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

2.during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day;

3.upon the occurrence of certain corporate events or distributions on our Class A common stock;

4.if we call such Notes for redemption; and

5.at any time from, and including, November 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.

Conversions of the Notes will be settled in cash, shares of the Company's Class A common stock or a combination thereof, at the Company's election.

The Notes will be redeemable, in whole or in part (subject to a partial redemption limitation), at the Company’s option at any time, and from time to time, on or after May 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice; and (ii) a registration statement covering the resale of the shares of the Company’s Class A common stock, if any, issuable upon conversion of the Notes in connection with such optional redemption is effective and available for use and is expected, as of the date the redemption notice is sent, to remain effective and available during the period from, and including the date the redemption notice is sent to, and including, the business day immediately before the related redemption date, unless the Company elects cash settlement in respect of the conversions in connection with such optional redemption.

In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption and on or prior to the business day immediately before the related redemption date. If the Company elects to redeem less than all of the outstanding Notes, at least $50.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date the Company sends the related redemption notice.

Unamortized deferred borrowing costs at June 30, 2023 were $3.9 million, and are included as a reduction to long-term debt, net on the condensed consolidated balance sheets. For the three months ended June 30, 2023, the Company recorded $1.8 million of contractual interest expense and $0.3 million of deferred borrowing cost amortization, respectively. For the three months ended June 30, 2022, the Company recorded $1.8 million of contractual interest expense and $0.3 million of deferred borrowing cost amortization, respectively.

For the six months ended June 30, 2023, the Company recorded $3.6 million of contractual interest expense and $0.6 million, respectively, of deferred borrowing cost amortization. For the six months ended June 30, 2022, the Company recorded $3.6 million of contractual interest expense and $0.6 million, respectively, of deferred borrowing cost amortization. Contractual interest expense and deferred borrowing cost amortization was recorded 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 estimated fair value of the Notes (Level 2) at June 30, 2023 was $16.5 million.

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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 11 - Stockholders' Deficit), and is using the remaining proceeds for working capital and general corporate purposes.

On May 16, 2023, the Company announced that it would utilize the contractual 30-day grace period with respect to the interest payment due on May 15, 2023 on the Notes. The Company and its advisors began communications with debt holders to explore restructuring options and on June 13, 2023, the Company made the interest payment due on the Notes within the grace period, in the amount of approximately $3.6 million.

On May 31, 2023, the Company entered into confidentiality agreements ("NDAs") and commenced discussions with legal advisors for a group of holders of the Company’s Notes and Senior Unsecured Notes (collectively, the "Holders") regarding a potential restructuring or refinancing and related transactions (collectively, the “Transaction”). On July 24, 2023, the NDAs terminated without the Company and the Holders reaching an agreement on the material terms of the proposed Transaction. The Company continues to evaluate alternatives to optimize its capital structure and other alternatives to maximize value.

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%.

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 June 30, 2023, 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.

Effective as of February 7, 2023 (the “Effective Date”), the Company amended the Ally FLOC to (i) join the CarLotz Borrowers as borrowers under the Ally FLOC and terminate the inventory financing arrangement between the CarLotz Borrowers and the Ally Parties that was entered into prior to the Company’s acquisition of CarLotz, (ii) reduce the maximum available credit line under the Ally FLOC from $100 million to $75 million and (iii) require the Borrowers to make monthly principal reduction payments for each vehicle subject to the floor plan for more than 150 days rather than 180 days. In addition, effective February 1, 2023, the First Amendment increases the per annum interest rate applicable to Advances (as defined in the Ally Facility) to be equal to the prime rate designated from time to time by Ally Bank plus 175 basis points (from 150 basis points).

As of June 30, 2023, the interest rate on borrowings outstanding under the Ally FLOC was 10.00%. As of June 30, 2023, the Company had an outstanding balance under the facility of $14.4 million and $60.6 million of unused capacity. As of December 31, 2022, the Company had an outstanding balance under the facility of $24.8 million and $75.2 million in unused capacity.

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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 matters 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.

Stifel matter

On May 7, 2021, we were named in a lawsuit filed in the U.S. District Court for the Southern District of New York (Stifel, Nicolaus & Company, Inc. v. Shift Technologies, Inc. 21-cv-04135) by a former financial advisor, Stifel, Nicolaus & Company, Inc. (“Stifel”), claiming that we are required to pay the former financial advisor certain compensation as a result of the IAC Merger. In addition, the complaint seeks punitive damages as a result of alleged unjust enrichment for the amount of the benefits allegedly conferred on Shift by Stifel. On August 24, 2022, Stifel's suit was dismissed with prejudice. On September 16, 2022, Stifel filed a Notice of Appeal with the U.S. Court of Appeals for the Second Circuit and formally filed its appeal with the Second Circuit on January 20, 2023. Shift filed its responsive pleading on April 20, 2023. Following the dismissal of Stifel's initial suit, the probable incurred losses related to the claim are immaterial as of June 30, 2023. Based on such information as is available to us, the range of additional reasonably possible losses related to the claim does not exceed $4.0 million, excluding any punitive damages which the Company cannot currently estimate. The Company believes the claim is without merit and intends to defend itself vigorously; however, there can be no assurances that the Company will be successful in its defense.

CarLotz stockholder matters

On November 4, 2022, a lawsuit entitled Derek Dorrien v. CarLotz, Inc. et al., Case No. 1:22-cv-09463, was filed in the United States District Court for the Southern District of New York against CarLotz and the members of the CarLotz board of directors (the “Dorrien Action”). On November 4, 2022, a lawsuit entitled Sholom D. Keller v. CarLotz, Inc. et al., Case No. 2022-1006-NAC, was filed in the Court of Chancery of the State of Delaware against CarLotz and the members of the CarLotz board of directors (the “Keller Action” and together with the Dorrien Action, the “Actions”). The Dorrien Action alleges that the defendants violated Sections 14(a) (and Rule 14a-9 promulgated thereunder) and 20(a) of the Exchange Act by, among other things, omitting certain allegedly material information with respect to the transactions contemplated by the Merger Agreement (the “Transactions”) in the registration statement on Form S-4 (the “Registration Statement”) filed by us with the Securities and Exchange Commission on September 26, 2022. The Keller Action alleges that the members of the CarLotz board of directors and Lev Peker, in his capacity as an officer of CarLotz, breached their fiduciary duties in connection with the Transactions. The Actions seek, among other things, injunctive relief, money damages and the costs of the Actions, including reasonable attorneys’ and experts’ fees. We believe that the plaintiffs’ allegations in the Actions are without merit; however, litigation is inherently uncertain and there can be no assurance that CarLotz’s or our defense of the action will be successful.

In addition, on October 3, 2022, a purported stockholder of CarLotz sent a demand to CarLotz and us regarding the Registration Statement (the “CarLotz Stockholder Demand”). The CarLotz Stockholder Demand alleges the Registration Statement omits material information with respect to the Transactions and demands that CarLotz, the CarLotz board of directors, and Shift provide corrective disclosures. Shift disagrees with and intends to vigorously defend against any claim, if asserted, arising from the CarLotz Stockholder Demand.

Delaware Section 205 Petition

On March 6, 2023, Shift filed a petition in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law (the “DGCL”) to resolve potential uncertainty with respect to the Company’s share capital. Such uncertainty was introduced by a recent decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022) that potentially affects the Company and many other similarly situated companies that were formed and became publicly traded as a special purpose acquisition company (“SPAC”). Out of an abundance of caution, the Company elected to pursue the remedial actions described below. Concurrently with the filing of the Petition, the Company filed a motion to expedite the hearing on the Petition, which was subsequently granted on March 6, 2023.

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In October 2020, the Company, which was then a SPAC named Insurance Acquisition Corp. (“IAC”), held a special meeting of stockholders (the “IAC Special Meeting”) to approve certain matters relating to the merger between IAC and a privately held company then called Shift Technologies, Inc. One of these matters was a proposal to amend and restate IAC’s Amended and Restated Certificate of Incorporation (the “SPAC Charter”) in order to, among other things, increase the number of authorized shares of Class A common stock from 50,000,000 to 500,000,000 (such proposal, the “Share Increase Proposal” and, together with such other amendments to the SPAC Charter, the “Charter Proposals”). At the IAC Special Meeting, the Charter Proposals were approved by a majority of the outstanding shares of Class A common stock and a majority of the outstanding shares of Class B common stock of IAC as of the record date for the IAC Special Meeting, voting together as a single class. After the IAC Special Meeting, IAC and Shift Technologies, Inc. closed the merger pursuant to which the Company became the parent of Shift Technologies, Inc. (now named Shift Platform, Inc.), and the Company’s certificate of incorporation, as amended to give effect to the Charter Proposals and to change the Company’s name to Shift Technologies, Inc., became effective.

The recent ruling by the Delaware Court of Chancery in the Boxed case introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Share Increase Proposal to be approved by the vote of the majority of IAC’s then-outstanding shares of Class A common stock, voting as a separate class. The Company had been operating with the understanding that the Charter Proposals were validly approved at the IAC Special Meeting. In light of this recent ruling, however, to resolve potential uncertainty with respect to the Company’s share capital, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Proposals. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts.

On March 6, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. On March 17, 2023, the hearing took place and the Court of Chancery approved the Company’s request for relief. The Court of Chancery then entered an order under Section 205 of the DGCL on March 17, 2023, declaring (i) the increase in aggregate number of authorized shares of Class A common stock, par value $0.0001, of the Company from 50,000,000 to 500,000,000 under the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Certificate of Incorporation, including the filing and effectiveness thereof, are validated and declared effective retroactive to the date of its filing with the Secretary of State of the State of Delaware on October 13, 2020 and (2) all shares of capital stock of the Company issued in reliance on the effectiveness of the Certificate of Incorporation are validated and declared effective as of the date and time of the original issuance of such shares.

11. STOCKHOLDERS' DEFICIT

Nasdaq Market Capitalization Deficiency Letter

On April 19, 2023, Nasdaq staff (the "Staff") notified the Company that, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities ("MVLS") was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). The Company has a period of 180 calendar days from the date of the notice, or until October 16, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, Class A common stock will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $35 million for a minimum of 10 consecutive business days as required under the Market Value Standard, the Staff will notify the Company it has regained compliance and the matter will be closed. If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification to the Company that Class A common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard.

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Nasdaq Deficiency Letter and Reverse Stock Split

On October 4, 2022, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"). Under Nasdaq Listing Rule 5810(c)(3)(A) (the "Compliance Period Rule"), we have a 180-calendar day grace period, or until April 3, 2023 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. During this period, our Class A common stock will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the bid price of Class A common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement (unless the Staff exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).

At the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-5 to 1-for-10. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. On March 22, 2023, the Company was notified by Nasdaq that the Company has regained compliance with the Bid Price Requirement.

Capped Call Transactions

On May 27, 2021, in connection with the issuance of the Notes (see Note 9 - 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 $148.725 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 June 30, 2023 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 $84.30 at any time over the 40 consecutive trading days immediately prior to settlement.

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At-the-Market Offering

On May 6, 2022, the Company entered into a Controlled Equity OfferingSM 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, including sales made to the public directly on or through The Nasdaq Capital Market and any other trading market for shares of our Class A common stock (the “Offering”). Due to the Company's change at December 31, 2022 to a non-accelerated filer, the amount that can be raised through an offering is limited by Nasdaq requirements.

Under the Sales Agreement, the Company may from time to time deliver placement notices to the Agent designating the number of Placement Shares and the minimum price per share thereof to be offered. However, subject to the terms and conditions of the Sales Agreement, the Agent is not required to sell any specific number or dollar amount of Placement Shares but will act as Agent using their commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market. The Company or the Agent may suspend the offering of Placement Shares by notifying the other party. The Offering will terminate after the sale of all of the Placement Shares subject to the Sales Agreement, or sooner in accordance with the Sales Agreement, upon proper notice by us and/or the Agents or by mutual agreement. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement.

As of June 30, 2023, the Company had not sold any shares pursuant to the Sales Agreement. The Company's ability to raise capital under the ATM is currently constrained by restrictions on the Company's use of shelf registration statements. The Company cancelled the ATM facility on July 20, 2023.

CarLotz Warrants

As part of the CarLotz Merger, the Company assumed 718,342 public and 428,385 private warrants to purchase the Company's common stock at an exercise price of $163.06 related to CarLotz's prior merger with Acamar Partners.

Additionally, former CarLotz equity holders at the closing of CarLotz's previous merger are entitled to receive up to an additional 489,841 earnout shares. The earnout period expires on January 21, 2026 (the "Forfeiture Date") and the earnout shares will be issued if any of the following conditions are achieved:

i.If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $177.24 over any 20 trading days within any 30 trading day period (the “First Threshold”), the Company will issue 50% of the earnout shares.

ii.If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $212.69 over any 20 trading days within any 30 trading day period (the “Second Threshold”), the Company will issue 50% of the earnout shares.

iii.If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, any unissued earnout shares are forfeited. All unissued earnout shares will be issued if there is a change of control of the Company that will result in the holders of the common stock receiving a per share price equal to or in excess of $141.80 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock) prior to the Forfeiture Date.

The liabilities associated with the warrants and earnout shares were immaterial as of June 30, 2023. There was not a material change in the fair value of the liabilities between the Merger Date and June 30, 2023.

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12. 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”) 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 and six months ended June 30, 2023 and 2022, the Company did not have sales to customers outside the United States. As of June 30, 2023 and December 31, 2022, the Company did not have any assets located outside of the United States.

Information about the Company’s reportable segments are as follows (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Revenue from external customers
Retail			$	44,952					$	204,201					$	95,513					$	395,993
Wholesale			2,306						19,532						5,854						47,319
Consolidated			$	47,258					$	223,733					$	101,367					$	443,312
Segment gross profit (loss)
Retail			$	3,135					$	12,506					$	7,063					$	23,433
Wholesale			(23)						(628)						(785)						(768)
Consolidated			$	3,112					$	11,878					$	6,278					$	22,665

The reconciliation between reportable segment gross profit to loss before income taxes is as follows (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2023						2022						2023						2022
Segment gross profit			$	3,112					$	11,878					$	6,278					$	22,665
Selling, general and administrative expenses			(22,643)						(58,744)						(65,234)						(122,281)
Depreciation and amortization			(1,928)						(2,459)						(6,327)						(4,139)
Loss on impairment			(1,340)						—						(2,270)						—
Interest and other expense, net			(2,700)						(2,846)						(5,493)						(5,424)
Loss before income taxes			$	(25,499)					$	(52,171)					$	(73,046)					$	(109,179)

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13. 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 Class A common stock to officers, employees, directors, and consultants. Options granted to employees and non-employees generally vest ratably over four to five years, with a maximum contractual term of ten years. Outstanding awards under the 2014 Plan continue to be subject to the terms and conditions of the 2014 Plan. The number of shares authorized for issuance under the 2014 Plan was reduced to the number of shares subject to awards outstanding under the 2014 Plan immediately after the IAC Merger. As a result, no further awards will be made under the 2014 Plan. Shares reserved for awards that are subsequently expired or forfeited will no longer be returned to the pool of shares authorized for issuance under the 2014 Plan.

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 IAC Merger.

In December 2022, the Company assumed various stock plans in connection with the CarLotz Merger (the "CarLotz Plans"). Outstanding awards under the CarLotz Plans continue to be subject to the terms and conditions of the CarLotz Plans. The number of shares authorized for issuance under the CarLotz Plans was reduced to the number of shares subject to awards outstanding under the CarLotz Plans immediately after the CarLotz Merger.

On June 30, 2022, the Company issued 1,900,000 RSUs pursuant to an inducement award under NASDAQ Listing Rule 5365(c)(4).

Activity related to employee and non-employee stock options for all plans is set forth below:

			Number of Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value (000’s)
As of December 31, 2022			519,323						$	26.02					4.95						$	1
Granted			—						—
Exercised			—						—
Forfeited			(6,428)						31.98
Cancelled (expired)			(123,322)						68.44
As of June 30, 2023			389,573						$	12.49					5.60						$	1
Exercisable as of June 30, 2023			387,570						$	12.42					5.59						$	1

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Activity related to employee and non-employee RSU awards is set forth below:

			Number of Shares						Weighted Average Grant Date Fair Value						Weighted Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value (000’s)
Unvested as of December 31, 2022			486,054						$	29.30					1.01						$	724
Granted			2,096,082						2.02
Vested			(116,955)						26.37
Forfeited			(133,523)						15.79
Unvested as of June 30, 2023			2,331,658						$	5.68					1.58						$	5,060
Vested and unreleased			3,164
Outstanding as of June 30, 2023			2,334,822

Unvested RSUs as of June 30, 2023 include 190,000 Performance RSUs that vest if the Company achieves certain profitability metrics for the six months ended December 31, 2023. Unvested RSUs also include 760,000 Performance RSUs that vest if the closing price of the Company's common stock exceeds thresholds ranging from $2.00 to $9.25 during the 30 months following the grantee's date of hire. The grant date fair values of awards with market-based vesting conditions were determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock.

Stock-Based Compensation Expense

For the three months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss of $1.3 million and $4.9 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense of $2.6 million and $9.1 million, respectively.

The Company capitalized stock-based compensation costs for the three months ended June 30, 2023 and 2022 of $0.1 million and $0.3 million, respectively, to capitalized website and internal use software costs, net. In addition, the Company capitalized stock-based compensation costs for the six months ended June 30, 2023 and 2022 of $0.3 million and $0.7 million, respectively, to capitalized website and internal use software costs, net.

14. RELATED PARTY TRANSACTIONS

Sales to Related Parties

The Company operated a one-sided marketplace (“OSM”) program whereby the Company acquired cars from various sources in Oxnard, California and sold them directly and solely to Lithia. The Company invoiced Lithia based on the purchase price of the car plus an agreed upon margin. During the six months ended June 30, 2023 and 2022, the Company recognized zero and $4.7 million in sales from the OSM agreement with Lithia, respectively. The OSM program was terminated in the second quarter of 2022 with the last sale to Lithia taking place in March 2022.

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Accounts Receivable from Related Party

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 8,666,154 shares of Legacy Shift common stock at an exercise price of $0.10 per share (the “Warrant Shares”). The Warrant Shares were scheduled to vest and become exercisable in six separate tranches of 1,444,359 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 IAC 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 six months ended June 30, 2023 and 2022 the Company amortized $0.1 million and $0.3 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 June 30, 2023 and December 31, 2022, the remaining asset, net of amortization, was zero and $0.6 million, respectively.

In February 2023, the contract obtained pursuant to Milestone 5 was terminated, and the remaining $0.5 million of the Milestone 5 asset was expensed to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Accounts Payable Due to Related Party

As of June 30, 2023 and December 31, 2022 payables and accruals to Lithia consisted of other miscellaneous expenses of $0.2 million and $0.2 million, respectively.

Short-Swing Profit Settlement

During the three months ended June 30, 2023, the Company received a settlement of $0.1 million from a shareholder related to short-swing trading profits disgorged pursuant to section 16(b) of the Securities Exchange Act of 1934. The settlement was recorded to additional paid-in capital on the condensed consolidated balance sheets.

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15. IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS

Impairment of Long-Lived Assets

During the fourth fiscal quarter of 2022, management identified indicators of impairment, including declines in our market capitalization, rising interest rates, and other unfavorable macroeconomic and industry factors, and performed a test for recoverability for each of the Company's pre-CarLotz Merger asset groups. Assets acquired as part of the CarLotz Merger were recorded at fair value on the acquisition date (see Note 3 - Business Combinations). Asset groups consisted of one asset group containing all operating assets and liabilities of the Company (the "Operating Asset Group"), and separate assets groups each containing a single closed facility that is subleased or held for sublease (the "Sublease Asset Groups"). The Operating Asset Group and certain Sublease Asset Groups were determined not to be recoverable, and as such management determined the fair value of these asset groups. The Operating Asset Group was valued with the assistance of third-party valuation specialists using a market approach based on comparison to peer company valuation multiples. The Sublease Asset Groups were valued using the income approach based on discounted estimated cash flows from subleasing the properties.

The Operating Asset Group and one of the Sublease Asset Groups were determined to have carrying values in excess of their fair values. As such, the Company measured a loss on impairment equal to the difference between the carrying value and the fair value of each impaired asset group. The loss on impairment was allocated to the assets within each respective asset group, except that no individual asset was reduced below its individual fair value. Within the Operating Asset Group, the fair value of individual assets was determined with the assistance of third party valuation specialists. Right of use assets were valued using the market approach, based on comparison to similar leased properties. Capitalized internal use software was valued using the relief-from-royalty approach, which involves the estimation of an amount of hypothetical royalty savings enjoyed by the entity that owns an intangible asset because that entity is relieved from having to license that intangible asset from another owner. Property and equipment was valued using the cost approach based on secondary market values of similar assets. Within the impaired Sublease Asset Group, the fair value of the impaired right of use asset was determined using the income approach based on discounted estimated cash flows from subleasing the properties.

The Company recognized losses on impairment of long-lived assets related to various Sublease Asset Groups of $1.3 million and $2.3 million for the three and six months ended June 30, 2023, respectively. There was no loss on impairment of long lived assets for the three and six months ended June 30, 2022. All impaired asset groups were contained in the Retail segment.

Facility Closures and Reduction in Force

During the six months ended June 30, 2023, the Company reduced its total headcount by approximately 42% as a result of continued efforts to improve overhead efficiency and elimination of redundancies resulting from the CarLotz Merger. During the six months ended June 30, 2023, the reduction in force resulted in total new cash charges of approximately $0.9 million, consisting primarily of severance and related personnel reduction costs included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. There were no such charges for the three months ended June 30, 2023. In addition, the Company closed its facility in Downers Grove, Illinois and the former CarLotz headquarters facility in Richmond, Virginia.

2022 Restructuring Plan

On July 22, 2022, the Company's Board approved the implementation of the 2022 Restructuring Plan designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity. As part of the 2022 Restructuring Plan, the Company consolidated Shift’s physical operations to three West Coast locations in Los Angeles, Oakland, and Portland, closing seven existing facilities. The Company also restructured its workforce around the reduced physical footprint, eliminating approximately 650 positions or 60% of its workforce. The restructuring was substantially complete as of September 30, 2022. There were no restructuring charges related to the 2022 Restructuring Plan recognized for the three and six months ended June 30, 2023 and 2022.

The following table is a reconciliation of the beginning and ending severance liability for the six months ended June 30, 2023 related to the 2022 Restructuring Plan:

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Balance at December 31, 2022			$	794
Accruals and accrual adjustments			—
Cash payments			(311)
Balance at June 30, 2023			$	483

Commutation of Reinsurance Contracts

During the six months ended June 30, 2023, the Company commuted all reinsurance contracts issued by the Company's Orange Peel Protection Reinsurance, Ltd. subsidiary. The commutation resulted in transfer of the Company's reinsurance-related assets and liabilities to the counterparty, in exchange for net cash consideration of $0.2 million. In connection with the commutation, the Company recognized a loss on disposal of $0.1 million included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Discontinued Operations

In connection with the acquisition of CarLotz, the Company acquired several real estate leaseholds. A plan of sale related to several of these real estate leases as well as certain assets and liabilities of the Orange Grove Fleet Solutions, LLC ("Orange Grove") subsidiary was adopted in December 2022. Orange Grove and three retail locations sold during the six months ended June 30, 2023 were determined to meet the criteria for classification as discontinued operations. The discontinued operations are included in the Retail and Wholesale segments. The impact on net loss of these leases and subsidiaries held for sale was immaterial for the year ended December 31, 2022.

Additional leasehold and related assets were classified as held for sale during the six months ended June 30, 2023. None of the assets and liabilities initially classified as held for sale during the six months ended June 30, 2023 met the criteria to be classified as discontinued operations. The Company recognized a net gain on disposal of $5.8 million and $2.7 million in connection with assets classified as held for sale or sold during the three and six months ended June 30, 2023. The gain on disposal was recorded in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

On February 2, 2023, the Company entered into and closed on an Asset Purchase Agreement with a private dealership group, pursuant to which the counterparty agreed to purchase the inventory and the lease-related assets and liabilities of the three retail locations for net cash consideration of $1.5 million.

On June 30, 2023, the Company sold substantially all of the assets and liabilities of Orange Grove Fleet Solutions, LLC for cash consideration of $1.5 million.

The following table presents the losses associated with these sales, included in the results of our discontinued operations below, in thousands:

						Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Gross purchase price						$	1,494					$	1,928
Net assets sold						(2,014)						(2,834)
Loss on disposal						$	(520)					$	(906)

The carrying value of the net assets classified as discontinued operations sold during the period were as follows, in thousands:

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						Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Assets
Property and equipment, net						2,028						2,334
Inventory						—						606
Security deposits						—						57
Operating lease assets						1,650						3,227
Finance lease assets, net						173						173
Total assets						$	3,851					$	6,397
Liabilities
Operating lease liabilities						1,663						3,389
Finance lease liabilities						173						173
Total liabilities						$	1,836					$	3,562
Net assets sold						$	2,014					$	2,834

The following table presents information regarding certain components of loss from discontinued operations:

						Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Retail revenue, net						$	365					$	2,488
Other revenue, net						165						435
Wholesale vehicle revenue						88						1,278
Total revenue						618						4,201
Cost of sales						355						3,567
Gross (loss)/profit						263						634
Selling, general and administrative expenses						165						621
Loss on disposal						520						906
Depreciation and amortization						—						20
Total Operating Expenses						685						1,547
(Loss)/gain from operations						(422)						(913)
Interest and other expense, net						—						4
(Loss)/gain from discontinued operations						$	(422)					$	(917)

Transaction costs related to the sales were immaterial for the three and six months ended June 30, 2023.

The following table presents non-cash items related to discontinued operations, in thousands:

						Three Months Ended June 30, 2023						Six Months Ended June 30, 2023
Depreciation and amortization, inclusive of depreciation in cost of sales						$	101					$	219

Assets and Liabilities Held for Sale

The following table presents components making up the balance sheets line item consisting of the carrying amount of assets and liabilities classified as held for sale and the aggregate amounts of the classes of assets and liabilities of the facilities and entities classified as discontinued operations, in thousands:

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16. INCOME TAXES

The Company recorded a provision for (benefit from) income taxes of $(145) thousand and $27 thousand for the three months ended June 30, 2023 and 2022, respectively. The Company recorded a provision for (benefit from) for income taxes of $(90) thousand and $68 thousand for the six months ended June 30, 2023 and 2022, respectively. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets.

17. NET LOSS PER SHARE

The following table sets forth the computation of net loss per share, basic and diluted:

						Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except share and per share amounts)						2023						2022						2023						2022
Net loss						$	(25,776)					$	(52,198)					$	(73,873)					$	(109,247)
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted						16,954,995						8,095,278						16,936,636						7,990,264
Net loss per share, basic and diluted						$	(1.52)					$	(6.45)					$	(4.36)					$	(13.67)

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The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:

			As of June 30,
			2023						2022
Escrow Shares			—						300,010
Public and private warrants			1,146,727						—
Earnout Shares			489,841						—
Convertible Notes			1,779,834						1,779,834
Stock options			389,573						149,197
Restricted stock units			2,334,822						888,808
Contingently repurchasable early exercise shares			534						3,236
Total			6,141,331						3,121,085

18. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements, except for the following:

Ally Flooring Line of Credit Amendment

On July 14, 2023, the Company entered into a Second Amendment to Inventory Financing and Security Agreement (the “Second Amendment”), by and among the Company, certain of the Company’s wholly owned subsidiaries (collectively, the “Borrowers” and each, a “Borrower”), Ally Bank (“Ally Bank”) and Ally Financial Inc. (“Ally Financial” and, together with Ally Bank, the “Lender”), which amends the Company’s existing Inventory Financing and Security Agreement dated as of December 9, 2021, as amended by the Amendment to Inventory Financing and Security Agreement dated as of February 7, 2023 (as so amended, the “Ally Facility”), by and among the Company, the Borrowers and the Lender.

The Second Amendment amends the Ally Facility to, among other things, (i) reduce the maximum available credit line (the “Credit Line”) under the Ally Facility from $75 million to $30 million, (ii) eliminate the option for a Borrower to obtain financing from the Lender for vehicles for which Dealership does not then hold a lien-free title, and (iii) eliminate the minimum liquidity financial covenant. The Second Amendment also, in conjunction with the Borrowers entering into an amended Credit Balance Agreement with the Lender, amends the Borrowers’ minimum cash balance requirement with the Lender to be an amount equal to the lesser of (i) at least 30% of the amount of the Credit Line and (ii) 100% of the total outstanding principal balance under the Ally Facility.

Clementz Transition and Separation Agreement

As previously announced on June 14, 2023, Shift Technologies, Inc. (the “Company”) implemented an executive leadership succession plan in connection with the transition of Jeff Clementz from the Company as its Chief Executive Officer, effective June 9, 2023 (the “Transition Effective Date”). Mr. Clementz also resigned from the Board of Directors (the “Board”) of the Company on the Transition Effective Date. In order to ensure an orderly transition of responsibilities, Mr. Clementz continued to be employed in a non-executive capacity with the Company through July 1, 2023 (the “Separation Date”).

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In connection with his transition from employment with the Company, the Company and Mr. Clementz entered into a Transition and Separation Agreement (the “Agreement”) on July 21, 2023 that reflects the terms of his transition and the benefits he is eligible to receive. The Agreement became effective and enforceable on July 29, 2023. Pursuant to the Agreement, and in lieu of all severance benefits otherwise provided for under Mr. Clementz’s prior employment agreement with the Company, Mr. Clementz will be entitled to receive the following benefits: (i) a cash payment equal to $400,000, payable in a single lump sum within thirty (30) days following the Effective Date, (ii) payment of his 2023 annual bonus (if any), prorated for the number of days employed by the Company in 2023 and determined based on actual performance (with any personal goals considered to be fulfilled), and payable at such time that annual bonuses are otherwise generally paid to employees of the Company and (iii) payment of COBRA premiums for eighteen (18) months following the Separation Date (to the extent Mr. Clementz elects COBRA continuation coverage), less amounts equal to the amount active employees pay for such coverage during such time period, and subject to reduction or elimination if Mr. Clementz becomes entitled to duplicative benefits through other employment. The Agreement also provides that Mr. Clementz will make himself available to members of the Company’s senior management team through August 31, 2023 (the “Transition Period”).

In addition, the Agreement contains a general waiver and release of claims by Mr. Clementz in favor of the Company. Mr. Clementz will be subject to certain restrictive covenants following his termination of employment with the Company, including during the Transition Period. Mr. Clementz’s transition is not the result of any disagreements over the Company’s business, operations, or strategic direction.

Foy Separation and General Release Agreement

As previously announced on June 28, 2023, Shift Technologies, Inc. (the “Company”) announced that Sean Foy was no longer the Chief Operating Officer of the Company, effective June 23, 2023. In order to ensure an orderly transition of responsibilities, Mr. Foy continued to be employed in a non-executive capacity with the Company through July 1, 2023 (the “Separation Date”). Mr. Foy also resigned from all director, officer or other positions that he held on behalf of the Company or any of its subsidiaries or affiliates on the Separation Date.

In connection with his separation from employment from the Company, the Company and Mr. Foy entered into a Separation and General Release Agreement (the “Agreement”) on August 3, 2023 that reflects the terms of his separation and the benefits he is eligible to receive. The Agreement becomes effective and enforceable on August 11, 2023 (the “Effective Date”) unless revoked in writing by Mr. Foy prior to the Effective Date. Pursuant to the Agreement, and in lieu of all severance benefits otherwise provided for under Mr. Foy’s prior Offer Letter dated October 12, 2018, as amended on October 16, 2018, and any applicable Company plans or programs in which Mr. Foy participated (including the Shift Technologies, Inc. Severance Plan for Key Management Employees and that certain Amended and Restated Retention Bonus Agreement dated June 22, 2022) with the Company, Mr. Foy will be entitled to receive the following benefits: (i) a cash payment equal to $361,000, payable in a single lump sum within thirty (30) days following the Effective Date and (ii) payment of COBRA premiums for six (6) months following the Separation Date (to the extent Mr. Foy elects COBRA continuation coverage), less amounts equal to the amount active employees pay for such coverage during such time period, and subject to reduction or elimination if Mr. Foy becomes entitled to duplicative benefits through other employment.

In addition, the Agreement contains a general waiver and release of claims by Mr. Foy in favor of the Company. Mr. Foy will be subject to certain restrictive covenants following his termination of employment with the Company. Mr. Foy’s transition is not the result of any disagreements over the Company’s business, operations, or strategic direction

Director Resignations

On August 4, 2022, each of George Arison and Kellyn Smith Kenny, members of the Board of Directors (the “Board”) of the Company, informed the Company of their decision to resign as a director of the Company, effective August 7, 2023. Mr. Arison served as a Class III director and a member of the Finance Committee of the Board. Ms. Smith Kenny served as a Class I director and a member of the Leadership Development, Compensation and Governance Committee of the Board. Each of Mr. Arison’s and Ms. Smith Kenny’s decision to resign from the Board was not the result of any disagreement relating to the Company’s operations, policies or practices. After giving effect to the foregoing director resignations of Mr. Arison and Ms. Smith Kenny from the Board, the Board consists of seven (7) directors and three (3) vacancies.

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In addition, following the effectiveness of Mr. Arison’s and Ms. Smith Kenny’s resignation from the Board, on August 7, 2023, the Board, by unanimous written consent, decreased the size of the Board to seven (7) directors, apportioned among the three classes as follows: two (2) in Class I, three (3) in Class II and two (2) in Class III, in accordance with and as permitted by the Company’s Second Amended and Restated Certificate of Incorporation, as amended, thereby eliminating the vacancies on the Board resulting from the resignations of Mr. Arison and Ms. Smith Kenny from the Board.

2023 Restructuring Plan

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v3.23.2

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-38839
Entity Registrant Name	Shift Technologies, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5325852
Entity Address, Address Line One	290 Division Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103-4893
City Area Code	855
Local Phone Number	575-6739
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	SFT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		16,999,021
Entity Central Index Key	0001762322
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023

v3.23.2

Consolidated Consolidate Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 23,256	$ 96,159
Restricted cash, current	7,880	10,632
Marketable securities at fair value	0	1,264
Accounts receivable, net of allowance for doubtful accounts of $171 and $93	3,943	4,558
Inventory	24,007	40,925
Prepaid expenses and other current assets	6,357	7,657
Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations	12,492	17,226
Total current assets	77,935	178,421
Restricted cash, non-current	1,030	1,055
Marketable securities at fair value, non-current	0	707
Property and equipment, net	1,823	6,797
Operating lease assets	16,460	44,568
Finance lease assets, net	72	152
Capitalized website and internal use software costs, net	9,255	10,657
Goodwill	2,070	2,070
Deferred borrowing costs	121	268
Other non-current assets	1,323	3,323
Total assets	110,089	248,018
Current liabilities:
Accounts payable	8,423	12,085
Accrued expenses and other current liabilities	16,526	33,872
Operating lease liabilities, current	3,594	8,865
Finance lease liabilities, current	62	271
Flooring line of credit	14,436	24,831
Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations	15,772	15,432
Total current liabilities	58,813	95,356
Long-term debt, net	164,408	163,363
Operating lease liabilities, non-current	16,084	44,985
Finance lease liabilities, non-current	1,489	3,989
Other non-current liabilities	51	111
Total liabilities	240,845	307,804
Commitments and contingencies (Note 10)
Stockholders’ deficit:
Preferred stock – par value $0.0001 per share; 1,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively	0	0
Common stock – par value $0.0001 per share; 500,000,000 shares authorized at June 30, 2023 and December 31, 2022, respectively; 16,992,350 and 17,212,130 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	2	2
Additional paid-in capital	555,868	552,968
Accumulated other comprehensive loss	0	(3)
Accumulated deficit	(686,626)	(612,753)
Total stockholders’ deficit	(130,756)	(59,786)
Total liabilities and stockholders’ deficit	$ 110,089	$ 248,018

v3.23.2

Consolidated Consolidate Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 171	$ 93
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)	16,992,350	17,212,130
Common stock, outstanding (in shares)	16,992,350	17,212,130

v3.23.2

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
Revenue	$ 47,258	$ 223,733	$ 101,367	$ 443,312
Cost of sales	44,146	211,855	95,089	420,647
Gross profit	3,112	11,878	6,278	22,665
Operating expenses:
Selling, general and administrative expenses	22,643	58,744	65,234	122,281
Depreciation and amortization	1,928	2,459	6,327	4,139
Loss on impairment	1,340	0	2,270	0
Total operating expenses	25,911	61,203	73,831	126,420
Loss from operations	(22,799)	(49,325)	(67,553)	(103,755)
Interest and other expense, net	(2,700)	(2,846)	(5,493)	(5,424)
Loss before income taxes	(25,499)	(52,171)	(73,046)	(109,179)
Provision for (benefit from) income taxes	(145)	27	(90)	68
Net loss from continuing operations	(25,354)	(52,198)	(72,956)	(109,247)
Loss from discontinued operations	422	0	917	0
Net loss	(25,776)	(52,198)	(73,873)	(109,247)
Total comprehensive income	$ (25,776)	$ (52,198)	$ (73,873)	$ (109,247)
Net loss and comprehensive loss per share, basic (in dollars per share)	$ (1.52)	$ (6.45)	$ (4.36)	$ (13.67)
Net loss and comprehensive loss per share, diluted (in dollars per share)	$ (1.52)	$ (6.45)	$ (4.36)	$ (13.67)
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares)	16,954,995	8,095,278	16,936,636	7,990,264
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares)	16,954,995	8,095,278	16,936,636	7,990,264
Retail revenue, net
Revenue
Revenue	$ 43,223	$ 194,981	$ 92,132	$ 378,062
Other revenue, net
Revenue
Revenue	1,729	9,220	3,381	17,931
Wholesale vehicle revenue
Revenue
Revenue	$ 2,306	$ 19,532	$ 5,854	$ 47,319

v3.23.2

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Public Warrants	Common Stock	Common Stock Public Warrants	Additional Paid in Capital	Additional Paid in Capital Public Warrants	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2021			8,136,931
Beginning balance at Dec. 31, 2021	$ 75,272		$ 1		$ 515,982		$ (440,711)	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested options (in shares)			1,231
Issuance of common stock upon exercise of vested options	3				3
Repurchase of shares related to early exercised options (in shares)			(278)
Vesting of early exercised options	35				35
Stock-based compensation	4,517				4,517
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax (in shares)			130,029
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax	(2,162)				(2,162)
Net loss and comprehensive loss	(57,048)						(57,048)
Ending balance (in shares) at Mar. 31, 2022			8,267,913
Ending balance at Mar. 31, 2022	20,617		$ 1		518,375		(497,759)	0
Beginning balance (in shares) at Dec. 31, 2021			8,136,931
Beginning balance at Dec. 31, 2021	75,272		$ 1		515,982		(440,711)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss and comprehensive loss	(109,247)
Ending balance (in shares) at Jun. 30, 2022			8,512,444
Ending balance at Jun. 30, 2022	(24,107)		$ 1		525,849		(549,957)	0
Beginning balance (in shares) at Mar. 31, 2022			8,267,913
Beginning balance at Mar. 31, 2022	20,617		$ 1		518,375		(497,759)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of shares related to early exercised options (in shares)			(922)
Vesting of early exercised options	24				24
Stock-based compensation	5,260				5,260
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax (in shares)			38,756
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax	(291)				(291)
Issuance of shares as consideration in business combinations (in shares)			206,697
Issuance of shares as consideration in business combinations	2,481				2,481
Net loss and comprehensive loss	(52,198)						(52,198)
Ending balance (in shares) at Jun. 30, 2022			8,512,444
Ending balance at Jun. 30, 2022	(24,107)		$ 1		525,849		(549,957)	0
Beginning balance (in shares) at Dec. 31, 2022			17,212,130
Beginning balance at Dec. 31, 2022	(59,786)		$ 2		552,968		(612,753)	(3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Vesting of early exercised options	14				14
Stock-based compensation	1,416				1,416
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax (in shares)			15,780
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax	(19)				(19)
Other comprehensive income, net of tax	3							3
Net loss and comprehensive loss	(48,097)						(48,097)
Ending balance (in shares) at Mar. 31, 2023			17,227,910
Ending balance at Mar. 31, 2023	(106,469)		$ 2		554,379		(660,850)	0
Beginning balance (in shares) at Dec. 31, 2022			17,212,130
Beginning balance at Dec. 31, 2022	$ (59,786)		$ 2		552,968		(612,753)	(3)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of vested options (in shares)	0
Net loss and comprehensive loss	$ (73,873)
Ending balance (in shares) at Jun. 30, 2023			16,992,350
Ending balance at Jun. 30, 2023	(130,756)		$ 2		555,868		(686,626)	0
Beginning balance (in shares) at Mar. 31, 2023			17,227,910
Beginning balance at Mar. 31, 2023	(106,469)		$ 2		554,379		(660,850)	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of shares related to early exercised options (in shares)			(18)
Vesting of early exercised options	11				11
Stock-based compensation	1,454				1,454
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax (in shares)			64,468
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax	(51)				(51)
Cancellation of escrow shares (in shares)				(300,010)
Cancellation of Escrow Shares		$ 0				$ 0
Proceeds from disgorgement of stockholder short-swing profits	75				75
Net loss and comprehensive loss	(25,776)						(25,776)
Ending balance (in shares) at Jun. 30, 2023			16,992,350
Ending balance at Jun. 30, 2023	$ (130,756)		$ 2		$ 555,868		$ (686,626)	$ 0

v3.23.2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (73,873)	$ (109,247)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,460	4,957
Stock-based compensation expense	2,566	9,115
Amortization of operating lease right-of-use assets	5,859	5,751
Contra-revenue associated with milestones	601	318
Amortization of debt discounts	1,192	843
Loss on impairment	2,270	0
Gain on disposal of long-lived assets	(1,825)	0
Changes in operating assets and liabilities:
Accounts receivable	1,869	11,185
Inventory	16,312	(14,001)
Prepaid expenses and other current assets	1,425	784
Other non-current assets	749	71
Accounts payable	(4,037)	8,712
Accrued expenses and other current liabilities	(16,656)	(11,802)
Operating lease liabilities	(7,076)	(3,160)
Other non-current liabilities	(123)	(1,659)
Net cash, cash equivalents, and restricted cash used in operating activities	(64,287)	(98,133)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(385)	(3,358)
Proceeds from sale of property and equipment	65	0
Proceeds from sales of marketable securities	806	0
Proceeds from commutation of reinsurance contracts	187	0
Proceeds from sale of discontinued operations	1,781	0
Capitalized website internal-use software costs	(3,273)	(5,072)
Cash paid for acquisition of Fair Dealer Services, LLC	0	(15,000)
Net cash, cash equivalents, and restricted cash used in investing activities	(819)	(23,430)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from flooring line of credit facility	48,666	270,083
Repayment of flooring line of credit facility	(59,061)	(259,505)
Proceeds from Senior Unsecured Notes, net of discounts	0	19,591
Payment of debt issuance costs	0	(175)
Principal payments on finance leases	(183)	0
Proceeds from disgorgement of stockholders' short-swing profits	75	0
Proceeds from stock option exercises, including from early exercised options	0	3
Payment of tax withheld for common stock issued under stock-based compensation plans	(70)	(2,453)
Repurchase of shares related to early exercised options	(1)	(40)
Net cash, cash equivalents, and restricted cash provided by (used in) financing activities	(10,574)	27,504
Net decrease in cash, cash equivalents and restricted cash	(75,680)	(94,059)
Cash, cash equivalents and restricted cash, beginning of period	107,846	194,341
Cash, cash equivalents and restricted cash, end of period	32,166	100,282
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	5,537	5,221
Cash paid for income taxes	224	125
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital expenditures in accounts payable	6	163
Vesting of exercised options	25	59
Stock-based compensation capitalized to internal-use software	304	662
Issuance of shares as consideration in business acquisitions	0	2,481
Imputation of debt discounts reducing purchase consideration transferred in business acquisitions	0	2,103
Establishment of lease right of use assets and lease liabilities
Operating lease right of use assets	0	42,602
Operating lease liabilities	0	43,378
Other assets	0	1,716
Other liabilities	0	2,492
Termination of lease right of use assets and lease liabilities
Operating lease right of use assets	19,426	0
Operating lease liabilities	18,899	0
Finance lease right of use assets	6,857	0
Finance lease liabilities	$ 7,388	$ 0

v3.23.2

DESCRIPTION OF THE BUSINESS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS	1. DESCRIPTION OF THE BUSINESS 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., formerly known as Shift Technologies, Inc. (“Legacy Shift”) was incorporated in the State of Delaware on December 9, 2013. Shift Technologies, Inc. is a consumer-centric omnichannel retailer leveraging its end-to-end ecommerce platform and retail locations to provide a technology-driven, hassle-free customer experience. 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”).

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 June 30, 2023 and December 31, 2022, the interim condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2023 and 2022, and condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, 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 June 30, 2023, and its results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 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, 2022 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 31, 2023. At the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Class A common stock, at a ratio within the range of 1-for-5 to 1-for-10. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. All share and per-share amounts have been retrospectively adjusted to reflect the impact of the reverse stock split. 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 Class A common stock, financial instruments, convertible debt, stock-based compensation and income taxes. 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. Accounts Receivable Accounts receivable are primarily due from auction facilities and partner financial institutions that provide financing to our customers. The Company maintains an allowance for doubtful accounts that is calculated under the current expected credit loss (“CECL”) model. The CECL model applies to financial assets measured at amortized cost, and requires the Company to reflect expected credit losses over the remaining contractual term of the asset. As the large majority of the Company’s receivables settle within 30 days, the forecast period under the CECL model is a relatively short horizon. The Company uses an aging method to estimate allowances for doubtful accounts under the CECL model as the Company has determined that the aging method adequately reflects expected credit losses, as corroborated by historical loss rates. Marketable Securities The Company acquired equity and debt security investments as a result of the CarLotz Merger on December 9, 2022. Equity and debt securities are classified as Level 1 and Level 2 in the fair value hierarchy, respectively. Substantially all of the debt and equity securities were sold between December 31, 2022 and June 30, 2023 and $3 thousand was reclassified from accumulated other comprehensive loss for net losses on marketable securities. Discontinued Operations We review the presentation of planned business dispositions in the condensed consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year. Planned business dispositions are presented as discontinued operations when all the criteria described above are met. For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified in the condensed consolidated balance sheets. Additionally, the results of operations of a discontinued operation are reclassified to income from discontinued operations, net of tax, for all periods presented in the condensed consolidated statements of operations. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. 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. The Company recognizes transfers between the levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the three and six months ended June 30, 2023 and 2022. As of June 30, 2023, the Company had less than $0.1 million in assets and liabilities, respectively, measured at fair value. Escrow Shares In connection with the closing of the Company's merger with Insurance Acquisition Corp. on October 13, 2020, (the "IAC Merger"), 600,021 shares of the Company’s Class A 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 IAC 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 IAC Merger: i.If at any time during the 12 months following the closing, the closing share price of the Company’s Class A common stock is greater than $120.00 over any 20 trading days within any 30 trading day period, 50% of the Escrow Shares will be released. ii.If at any time during the 30 months following the closing, the closing share price of the Company’s Class A common stock is greater than $150.00 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 IAC Merger Agreement) that will result in the holders of the Company’s Class A common stock receiving a per share price equal to or in excess of $100.00 per share (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Class A common stock after the date of the IAC 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 Class A 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 17 - Net Loss Per Share). The Escrow Shares meet the accounting definition of a derivative financial instrument. Prior to the cancellation of the first tranche on October 13, 2021, 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, and therefore the Escrow Shares were not considered to be indexed to the Company’s Class A 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 IAC 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. As of the first anniversary of the IAC Merger on October 13, 2021, the first tranche of 300,011 Escrow Shares had failed to satisfy the $120.00 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. On April 13, 2023 the second tranche of 300,010 Escrow Shares failed to satisfy the applicable stock performance hurdle. As a result, the shares were returned to the Company and cancelled. Liquidity and Management's Plan For the six months ended June 30, 2023 and 2022, the Company generated negative cash flows from operations of approximately $64.3 million and $98.1 million, respectively, and generated net losses of approximately $73.9 million and $109.2 million, respectively. As of June 30, 2023, the Company had unrestricted cash and cash equivalents of $23.3 million and total working capital of $19.1 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, sales of its 4.75% Convertible Senior Notes due 2026, and through a reverse recapitalization via the IAC Merger in October 2020. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facilities (see Note 9 - Borrowings). The Company's current floorplan facility expires on December 9, 2023. We believe we will need to raise significant additional capital to meet the liquidity needs of the business. The Company's plan is to raise capital to provide the liquidity necessary to satisfy its obligations over the next twelve months, and to secure a new or amended floorplan financing arrangement to provide continuity when the current floorplan expires. The Company may also pursue other strategic alternatives, including efforts to restructure or refinance its 4.75% Convertible Senior Notes due 2026 and 6.00% Senior Unsecured Notes due 2025 that have not been successful to date. The Company may also restructure its debt under the U.S. Bankruptcy Code and/or cease operations altogether. The Company continually assesses other opportunities to raise debt or equity capital. The Company's ability to raise capital may be constrained by the price of and demand for the Company's Class A common stock. There can be no assurance that the Company will be able to raise sufficient additional capital or obtain financing that will provide it with sufficient liquidity to satisfy its obligations over the next twelve months. The Company continues to focus its strategy on improving unit economics and reducing selling, general, and administrative expenses and seeks to achieve these goals by eliminating less profitable fulfillment channels, consolidating operations into fewer physical locations, and reducing headcount accordingly. Please see Note 15 - Impairment, Restructuring and Discontinued Operations for additional information. 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. 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, working capital position, and expiration of the current floorplan financing arrangement on December 9, 2023, 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. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance codified in Accounting Standards Update ("ASU") 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), 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 adopted ASU 2016-13 under the private company transition guidance beginning January 1, 2023. The adoption did not materially impact the Company's condensed consolidated financial statements.

v3.23.2

BUSINESS COMBINATIONS	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATIONS	3. BUSINESS COMBINATIONS Fair Dealer Services, LLC On May 11, 2022, the Company completed the acquisition of certain automotive dealer marketplace assets and all of the issued and outstanding limited liability company interests of Fair Dealer Services, LLC (“Fair”), (collectively, the “Marketplace Assets”), from Fair Financial Corp., Fair IP, LLC (“Fair IP”), and (for limited purposes) Cayman Project 2 Limited (“SB LL Holdco”), pursuant to the terms of the Amended and Restated Purchase Agreement dated May 11, 2022. The Company purchased the Marketplace Assets in order to acquire software and other assets to enable the listing of inventory owned by third-party dealerships for sale on the Company’s ecommerce platform. The Company determined that the Marketplace Assets meet the definition of a business, and the purchase is properly accounted for as a business combination. The Company incurred a total of $3.3 million of transaction related costs for the year ended December 31, 2022. There were $1.6 million and $3.2 million for the three and six months ended June 30, 2022, which are included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The consideration for the Marketplace Assets consisted of cash in the amount of $15.0 million (the “Cash Consideration”) and 206,698 shares of the Company’s Class A common stock (such shares being equal to 2.5% of the issued and outstanding shares of the Company’s Class A common stock as of immediately prior to the closing of the transactions contemplated by the Amended and Restated Purchase Agreement) (the “Stock Consideration”). The shares were issued and valued as of May 11, 2022 at a per share market closing price of $10.20. The Company financed the acquisition of the Marketplace Assets through the issuance of the Senior Unsecured Notes to SB LL Holdco (see Note 9 - Borrowings). The stated interest rate on the Senior Unsecured Notes was determined to be below the market rate of interest, effectively providing a discount on the purchase price of the Marketplace Assets. Therefore, the Company recognized an imputed discount of $2.1 million on the Senior Unsecured Notes based on an estimated market rate of interest of 10.5%, and a corresponding reduction to the consideration transferred for the purchase of the Marketplace Assets. The following table presents an estimate of consideration transferred: (In thousands) Cash consideration $ 15,000  Fair value of shares of Shift Class A common stock issued 2,481  Allocation of proceeds from Senior Unsecured Notes (2,103) Acquisition Consideration $ 15,378  The intangible assets acquired were recorded at their fair values as of the acquisition date. Management estimated the fair value of intangible assets in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. Estimated Fair Value Capitalized website and internal use software costs $ 12,500  Other intangible assets - Trade name 100  Other intangible assets - Dealer network 100  Prepaid expenses and other current assets 154  Goodwill 2,524  Total fair value of purchase price $ 15,378  Identifiable Intangible Assets The Company acquired intangible assets that consisted primarily of developed software, which had an estimated fair value of $12.5 million, and which is included in capitalized website and internal use software costs, net on the condensed consolidated balance sheets. The Company also acquired other intangible assets with a total estimated fair value of $0.2 million. The Cost to Recreate Method was used to value the acquired developed software asset. Management applied judgment in estimating the fair value of this intangible asset, which involved the use of significant assumptions such as the cost and time to build the acquired technology, developer’s profit and rate of return. The other intangible assets are included in other non-current assets on the condensed consolidated balance sheets. The Company began amortizing the intangible assets on a straight-line basis over their estimated useful lives of three years for the capitalized internal use software and trade name, and one year for the dealer network. During the fourth quarter of 2022, the Company fully impaired these assets. Goodwill The goodwill represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to the benefits expected from combining the Company’s expertise with Fair’s technology, resource base, and ability to effectively integrate the Marketplace Assets with the Company's existing ecommerce platform. This goodwill is not deductible for income tax purposes. Pro forma information (unaudited) The unaudited pro forma results presented below include the effects of the Fair acquisition as if it had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisition which includes adjustments related to the amortization of acquired intangible assets. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the integration of Fair. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred as of January 1, 2021. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 223,733  $ 443,312  Loss from operations (51,666) (110,906) Net loss $ (54,651) $ (116,849) Net loss per share, basic and diluted $ (6.67) $ (14.62) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 8,188,405  7,990,264  CarLotz, Inc. On December 9, 2022, the Company completed the acquisition of all of the issued and outstanding equity interests of CarLotz, Inc. (“CarLotz”), a Delaware corporation, pursuant to the terms of the Agreement and Plan of Merger (the "CarLotz Merger") dated as of August 9, 2022 (the “Merger Agreement”). The CarLotz Merger increased the liquidity available to the combined entity by adding the cash resources of legacy CarLotz to the combined entity and obviating the need for legacy CarLotz to invest in technologies already developed by Shift. The Company determined that the CarLotz Merger is properly accounted for as a business combination. During the three and six months ended June 30, 2023, the Company incurred zero and $0.2 million, respectively, of transaction related costs for a total of $16.4 million since the date of acquisition. These costs are included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The following table presents an estimate of Merger Consideration transferred to effect the CarLotz Merger at Closing: (In thousands) Fair value of shares of Shift Class A common stock issued to CarLotz stockholders $ 22,411  Replacement of CarLotz equity awards 562  Merger Consideration $ 22,973  The fair value of shares of Shift Class A common stock issued as Merger Consideration was based on approximately 8.6 million shares of Shift Class A common stock, including 0.1 million shares issued pursuant to accelerated vesting of certain CarLotz RSU Awards in connection with the CarLotz Merger, and the closing price of Shift Class A common stock of $2.62 per share on December 9, 2022. Consideration transferred was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. Management estimated the fair value of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. The initial allocation of the consideration transferred is based on a preliminary valuation and is subject to adjustments. Balances subject to adjustment primarily include the valuations of acquired assets (tangible and intangible), liabilities assumed, as well as tax-related matters. During the measurement period, the Company may record adjustments to the provisional amounts recognized. The allocation of the consideration transferred will be finalized within the measurement period (up to one year from the acquisition date). Estimated Fair Value Cash, cash equivalents, and marketable securities $ 97,710  Accounts receivable 3,321  Inventory 7,062  Other current assets 1,756  Property and equipment 7,009  Operating lease right of use assets 25,119  Finance lease right of use assets 4,176  Developed technology 3,190  Trademarks 970  Other non-current assets 364  Total assets 150,677  Accounts payable and accrued liabilities (11,899) Operating lease liabilities, current (4,127) Finance lease liabilities, current (273) Other current liabilities (694) Operating lease liabilities (24,713) Finance lease liabilities (8,940) Other non-current liabilities (373) Total liabilities (51,019) Net assets acquired 99,658  Gain on Bargain purchase $ (76,685) Consideration transferred $ 22,973  Identifiable Intangible Assets The fair value of the trademarks and developed technology intangible assets has been determined using the relief-from-royalty method, which involves the estimation of an amount of hypothetical royalty savings enjoyed by the entity that owns the intangible asset because that entity is relieved from having to license that intangible asset from another owner. In using this method, third-party arm’s-length royalty or license agreements were analyzed. The licensing transactions were selected as reflecting similar risks and characteristics that make them comparable to the subject assets. The net revenue expected to be generated by the intangible asset during its expected remaining life was then multiplied by the selected royalty rate. The selected estimated royalty rates for the trademarks and developed technology were 0.3% and 1.5%, respectively. The estimated after-tax royalty streams were then discounted to present value using a discount rate of 19.4%, to estimate the fair value of the subject intangible assets. The trademarks are included in other non-current assets on the condensed consolidated balance sheets. The developed technology is included in capitalized website and internal use software costs, net on the condensed consolidated balance sheets. The Company fully amortized the intangible assets on a straight-line basis over their estimated useful lives of three months, as the Company is decommissioning the acquired intangible assets in favor of equivalent legacy Shift assets. Bargain Purchase Any excess of fair value of acquired net assets over the purchase price (negative goodwill) has been recognized as a gain in the period the acquisition was completed. We have reassessed whether all acquired assets and assumed liabilities have been identified and recognized and performed remeasurements to verify that the consideration paid, assets acquired, and liabilities assumed have been properly valued. The remaining excess has been recognized as a gain in the consolidated statement of operations. Factors believed to contribute to the bargain purchase include i) the management turnover, restructuring, and other indicators of distress experienced by CarLotz prior to the CarLotz Merger, ii) successful cash conservation efforts by CarLotz during the period from the execution of the CarLotz Merger Agreement to the closing of the merger, and iii) a significant decline in the market price of the Company's Class A common stock during the period from the execution of the Merger Agreement to the closing of the merger, which reduced the fair market value of the stock paid as consideration for the merger. Pro forma information (unaudited) The unaudited pro forma results presented below include the effects of the CarLotz Merger as if it had been consummated as of January 1, 2021, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. For the three months ended June 30, 2023, the pro forma adjustments include a reduction in stock-based compensation costs to reflect expected amortization of assumed equity awards and a reduction in amortization expense to reflect the revaluation of certain technology assets. For the six months ended June 30, 2022, the pro forma adjustments include a reduction in stock-based compensation expense to reflect expected amortization of assumed equity awards, non-recurring transaction costs, and a gain on bargain purchase. The unaudited pro forma results do not reflect any operating efficiency or potential cost savings which may result from the integration of CarLotz. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operation of the combined company would have been if the acquisition had occurred as of January 1, 2021. Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 300,224  $ 582,818  Loss from operations (88,230) (170,149) Net loss $ (85,525) $ (165,830) Net loss per share, basic and diluted $ (5.17) $ (10.18) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 16,551,296  16,295,664

v3.23.2

PROPERTY AND EQUIPMENT, NET	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Equipment $ 3,265  $ 4,545  Furniture and fixtures 353  1,278  Leasehold improvements 1,035  4,334  Total property and equipment 4,653  10,157  Less: accumulated depreciation (2,830) (3,360) Property and equipment, net $ 1,823  $ 6,797  Depreciation expense related to property and equipment was $0.2 million and $0.9 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense related to property and equipment was $0.7 million and $1.5 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense related to reconditioning facilities for the three months ended June 30, 2023 and 2022 was less than $0.1 million and $0.5 million, respectively. Depreciation expense related to reconditioning facilities for the six months ended June 30, 2023 and 2022 was $0.1 million and $0.8 million, respectively. Depreciation expense related to reconditioning facilities is included in cost of sales with the remainder included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss.

v3.23.2

LEASES	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
LEASES	5. LEASES The Company is a tenant under various operating and finance leases with third parties, including leases of office facilities, vehicle inspection, reconditioning locations, storage locations, and vehicle leases. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. 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 generally 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 recognized a loss on impairment of operating lease right of use assets of $1.3 million and $2.1 million for the three and six months ended June 30, 2023, respectively. There was no loss on impairment of operating lease right of use assets for the three and six months ended June 30, 2022. The balance sheet classification of leases is as follows (in thousands): Balance Sheet Classification June 30, 2023 December 31, 2022 Assets Operating leases Operating lease assets $ 16,460  $ 44,568  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations 12,492  9,572  Finance leases Finance lease assets, net 72  152  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations —  4,155  Total lease assets $ 29,024  $ 58,447  Liabilities Operating leases Operating lease liabilities, current $ 3,594  $ 8,865  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations 15,772  10,138  Operating lease liabilities, non-current 16,084  44,985  Total operating lease liabilities $ 35,450  $ 63,988  Finance leases Finance lease liabilities, current $ 62  $ 271  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations —  5,036  Finance lease liabilities, non-current 1,489  3,989  Total finance lease liabilities $ 1,551  $ 9,296  Total lease liabilities $ 37,001  $ 73,284  The Company’s lease costs and activity were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ (3,503) $ 5,224  $ 5,738  $ 7,386  Finance lease amortization 46  —  132  —  Finance lease interest 159  —  268  —  Short-term lease cost 127  253  295  1,085  Variable lease cost 291  191  746  376  Sublease income (774) —  (1,015) —  Total lease cost $ (3,654) $ 5,668  $ 6,164  $ 8,847  Cash paid for amounts included in the measurement of operating lease liabilities Operating leases - Operating cash flows $ 7,076  Finance leases - Operating cash flows $ 2,927  Finance leases - Financing cash flows $ 183  Lease assets derecognized with the sale of lease liabilities Operating leases $ 19,426  Finance leases $ 6,857  Weighted average remaining lease term - operating leases (in years) 5.26 Weighted average discount rate - operating leases 7.92  % Weighted average remaining lease term - finance leases (in years) 13.17 Weighted average discount rate - finance leases 11.21  % Leases have remaining terms of 1 year to 13 years. There are no options that are reasonably certain to be exercised. Sublease income is derived from four subleases as of June 30, 2023. Operating lease cost in the table above for the three months ended June 30, 2023 includes gains on disposal of $6.3 million and losses on disposal of $3.3 million. Operating lease cost in the table above for the six months ended June 30, 2023 includes gains on disposal of $3.2 million and losses on disposal of $3.8 million. Operating and finance lease liabilities by maturity date from June 30, 2023 were as follows (in thousands): Year ended December 31, Operating Leases Finance Leases 2023 $ 3,693  $ 134  2024 8,437  195  2025 7,847  200  2026 7,778  206  2027 7,764  211  Thereafter 8,679  2,176  Total minimum lease payments $ 44,198  $ 3,122  Less: Imputed interest 8,748  1,571  Total lease liabilities $ 35,450  $ 1,551  As of December 31, 2022, the Company guaranteed the lease obligation of two of its closed locations assigned to a third-party that operates a used vehicle dealership. The Company continues as guarantor of such lease obligations with maximum total payments of $4,538 and will continue as the guarantor of one of the leases through March 2031 and the other lease through September 2031. The Company would be required to perform under the guarantee if the third-party is in default. As of June 30, 2023, the Company does not anticipate any material defaults under the forgoing leases, and therefore, no liability has been accrued.
LEASES	5. LEASES The Company is a tenant under various operating and finance leases with third parties, including leases of office facilities, vehicle inspection, reconditioning locations, storage locations, and vehicle leases. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. 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 generally 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 recognized a loss on impairment of operating lease right of use assets of $1.3 million and $2.1 million for the three and six months ended June 30, 2023, respectively. There was no loss on impairment of operating lease right of use assets for the three and six months ended June 30, 2022. The balance sheet classification of leases is as follows (in thousands): Balance Sheet Classification June 30, 2023 December 31, 2022 Assets Operating leases Operating lease assets $ 16,460  $ 44,568  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations 12,492  9,572  Finance leases Finance lease assets, net 72  152  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations —  4,155  Total lease assets $ 29,024  $ 58,447  Liabilities Operating leases Operating lease liabilities, current $ 3,594  $ 8,865  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations 15,772  10,138  Operating lease liabilities, non-current 16,084  44,985  Total operating lease liabilities $ 35,450  $ 63,988  Finance leases Finance lease liabilities, current $ 62  $ 271  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations —  5,036  Finance lease liabilities, non-current 1,489  3,989  Total finance lease liabilities $ 1,551  $ 9,296  Total lease liabilities $ 37,001  $ 73,284  The Company’s lease costs and activity were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ (3,503) $ 5,224  $ 5,738  $ 7,386  Finance lease amortization 46  —  132  —  Finance lease interest 159  —  268  —  Short-term lease cost 127  253  295  1,085  Variable lease cost 291  191  746  376  Sublease income (774) —  (1,015) —  Total lease cost $ (3,654) $ 5,668  $ 6,164  $ 8,847  Cash paid for amounts included in the measurement of operating lease liabilities Operating leases - Operating cash flows $ 7,076  Finance leases - Operating cash flows $ 2,927  Finance leases - Financing cash flows $ 183  Lease assets derecognized with the sale of lease liabilities Operating leases $ 19,426  Finance leases $ 6,857  Weighted average remaining lease term - operating leases (in years) 5.26 Weighted average discount rate - operating leases 7.92  % Weighted average remaining lease term - finance leases (in years) 13.17 Weighted average discount rate - finance leases 11.21  % Leases have remaining terms of 1 year to 13 years. There are no options that are reasonably certain to be exercised. Sublease income is derived from four subleases as of June 30, 2023. Operating lease cost in the table above for the three months ended June 30, 2023 includes gains on disposal of $6.3 million and losses on disposal of $3.3 million. Operating lease cost in the table above for the six months ended June 30, 2023 includes gains on disposal of $3.2 million and losses on disposal of $3.8 million. Operating and finance lease liabilities by maturity date from June 30, 2023 were as follows (in thousands): Year ended December 31, Operating Leases Finance Leases 2023 $ 3,693  $ 134  2024 8,437  195  2025 7,847  200  2026 7,778  206  2027 7,764  211  Thereafter 8,679  2,176  Total minimum lease payments $ 44,198  $ 3,122  Less: Imputed interest 8,748  1,571  Total lease liabilities $ 35,450  $ 1,551  As of December 31, 2022, the Company guaranteed the lease obligation of two of its closed locations assigned to a third-party that operates a used vehicle dealership. The Company continues as guarantor of such lease obligations with maximum total payments of $4,538 and will continue as the guarantor of one of the leases through March 2031 and the other lease through September 2031. The Company would be required to perform under the guarantee if the third-party is in default. As of June 30, 2023, the Company does not anticipate any material defaults under the forgoing leases, and therefore, no liability has been accrued.

v3.23.2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET	6. CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET Capitalized website and internal use software costs, net consists of the following (in thousands):   As of June 30, 2023 As of December 31, 2022 Capitalized website domain costs – nonamortizable $ 385  $ 385  Capitalized website and internal-use software development costs – amortizable 14,798  12,294  Less: accumulated amortization (5,928) (2,022) Capitalized website and internal-use software development costs, net $ 9,255  $ 10,657  Amortization of capitalized software development costs is included in depreciation and amortization in the condensed consolidated statements of operations and comprehensive loss. Amortization of capitalized software development costs amounted to $1.1 million and $2.1 million for the three months ended June 30, 2023 and 2022, respectively. Amortization of capitalized software development costs amounted to $5.0 million and $3.5 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, the remaining weighted-average amortization period for internal-use capitalized software intangible assets was approximately 1.19 years. The expected annual amortization expense to be recognized in future years as of June 30, 2023 consists of the following (in thousands): As of June 30, 2023 2023 $ 1,728  2024 3,449  2025 2,348  2026 260  Development in progress 1,085  Total amortizable costs 8,870  Nonamortizable costs 385  Total capitalized website and internal-use software development costs $ 9,255

v3.23.2

GOODWILL	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL	7. GOODWILL On May 11, 2022 the Company acquired the Marketplace Assets for consideration totaling $15.4 million (see Note 3 - Business Combinations). The purchase price was allocated to tangible assets of $0.2 million and intangible assets of $12.7 million based on their fair values on the acquisition date. Goodwill represents the excess purchase price over the fair value of the net assets acquired. The excess of the purchase price over the amounts allocated to assets acquired was recorded to Goodwill, in the amount of $2.5 million, which was included in the retail segment. Goodwill is not amortized but is tested at least annually or more frequently when events or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine if it is not more likely than not that the fair value of its reporting unit is less than its carrying amount. During the three and six months ended June 30, 2023, there were no impairments or other changes in the carrying amount of goodwill. During the fourth fiscal quarter of 2022, management determined that indicators of impairment existed and performed a goodwill impairment test resulting in an impairment charge of $0.5 million. Management engaged third party valuation consultants to determine the fair value of the Retail segment (which also meets the definition of a reporting unit for goodwill impairment purposes). The fair value was determined using a market approach based on comparison to peer company valuation multiples.

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following (in thousands):   As of June 30, 2023 As of December 31, 2022 Liability for vehicles acquired under OEM program $ 907  $ —  Accrued payroll related costs 3,539  14,048  Provision for DMV refunds 1,235  1,080  Accrued sales taxes 973  3,957  Class A common stock subject to repurchase liability, current 27  44  Interest payable 960  960  Provision for sales returns and cancellations 2,460  4,304  Other accrued expenses 6,425  9,479  Total accrued expenses and other current liabilities $ 16,526  $ 33,872  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. As of June 30, 2023 and December 31, 2022, we classified zero and $0.1 million of accrued expenses associated with a long-lived asset disposal group as held-for-sale. See Note 15 - Impairment, Restructuring and Discontinued Operations for further information.

v3.23.2

BORROWINGS	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
BORROWINGS	9. BORROWINGS Senior Unsecured Notes On May 11, 2022, in connection with the Fair acquisition (see Note 3 - Business Combinations), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) by and between the Company, each of the Company’s subsidiaries party thereto as guarantors (each, a “Guarantor” and, collectively, the “Guarantors”), and SB LL Holdco, Inc., a Delaware corporation (“SB LL Holdco”). Pursuant to the Note Purchase Agreement and the terms and conditions set forth therein, the Company agreed to issue and sell, and SB LL Holdco agreed to purchase, 6.00% Senior Unsecured Notes due May 11, 2025 with a principal amount of $20.0 million (the “Senior Unsecured Notes”) in a private placement in reliance on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Senior Unsecured Notes bear interest at a rate of 6.00% per annum and will mature on May 11, 2025. The Company may, at its option, prepay the Senior Unsecured Notes in their entirety (i) if prior to November 11, 2024, at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding) such date and a premium specified therein, or (ii) if on or after November 11, 2024, at 100% of the principal amount plus accrued and unpaid interest thereon to (but excluding) such date. The Senior Unsecured Notes are senior unsecured indebtedness of the Company. As of June 30, 2023, discounts and deferred borrowing costs related to the Senior Unsecured Notes totaled $1.6 million and $0.1 million, respectively, and are included as a reduction to long-term debt, net on the condensed consolidated balance sheets. For the three months ended June 30, 2023, the Company had $0.3 million of contractual interest expense and $0.2 million of discount and deferred borrowing cost amortization with both recorded to interest and other expense, net on the condensed consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2022, the Company had $0.2 million of contractual interest expense and $0.1 million of discount and deferred borrowing cost amortization. For the six months ended June 30, 2023, the Company had $0.6 million of contractual interest expense and $0.4 million of discount and deferred borrowing cost amortization. The estimated fair value of the Senior Unsecured Notes (Level 3) as of June 30, 2023 was $4.4 million. 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 11.8654 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 $84.28 per share of the Company’s Class A common stock). The initial conversion price represents a premium of approximately 27.47% over the last reported sale price of the Company’s Class A common stock on May 24, 2021, which was $66.10 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 15.1284 per $1,000 principal amount for a holder who elects to convert its notes in connection with certain corporate events or the Company’s delivery of a notice of redemption, as the case may be, in certain circumstances. Noteholders may convert their Notes at their option only in the following circumstances: 1.during any calendar quarter commencing after the calendar quarter ending on June 30, 2021, if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; 2.during the 5 consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day; 3.upon the occurrence of certain corporate events or distributions on our Class A common stock; 4.if we call such Notes for redemption; and 5.at any time from, and including, November 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Conversions of the Notes will be settled in cash, shares of the Company's Class A common stock or a combination thereof, at the Company's election. The Notes will be redeemable, in whole or in part (subject to a partial redemption limitation), at the Company’s option at any time, and from time to time, on or after May 20, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice; and (ii) a registration statement covering the resale of the shares of the Company’s Class A common stock, if any, issuable upon conversion of the Notes in connection with such optional redemption is effective and available for use and is expected, as of the date the redemption notice is sent, to remain effective and available during the period from, and including the date the redemption notice is sent to, and including, the business day immediately before the related redemption date, unless the Company elects cash settlement in respect of the conversions in connection with such optional redemption. In addition, calling any Note for redemption will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption and on or prior to the business day immediately before the related redemption date. If the Company elects to redeem less than all of the outstanding Notes, at least $50.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the date the Company sends the related redemption notice. Unamortized deferred borrowing costs at June 30, 2023 were $3.9 million, and are included as a reduction to long-term debt, net on the condensed consolidated balance sheets. For the three months ended June 30, 2023, the Company recorded $1.8 million of contractual interest expense and $0.3 million of deferred borrowing cost amortization, respectively. For the three months ended June 30, 2022, the Company recorded $1.8 million of contractual interest expense and $0.3 million of deferred borrowing cost amortization, respectively. For the six months ended June 30, 2023, the Company recorded $3.6 million of contractual interest expense and $0.6 million, respectively, of deferred borrowing cost amortization. For the six months ended June 30, 2022, the Company recorded $3.6 million of contractual interest expense and $0.6 million, respectively, of deferred borrowing cost amortization. Contractual interest expense and deferred borrowing cost amortization was recorded 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 estimated fair value of the Notes (Level 2) at June 30, 2023 was $16.5 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 11 - Stockholders' Deficit), and is using the remaining proceeds for working capital and general corporate purposes. On May 16, 2023, the Company announced that it would utilize the contractual 30-day grace period with respect to the interest payment due on May 15, 2023 on the Notes. The Company and its advisors began communications with debt holders to explore restructuring options and on June 13, 2023, the Company made the interest payment due on the Notes within the grace period, in the amount of approximately $3.6 million. On May 31, 2023, the Company entered into confidentiality agreements ("NDAs") and commenced discussions with legal advisors for a group of holders of the Company’s Notes and Senior Unsecured Notes (collectively, the "Holders") regarding a potential restructuring or refinancing and related transactions (collectively, the “Transaction”). On July 24, 2023, the NDAs terminated without the Company and the Holders reaching an agreement on the material terms of the proposed Transaction. The Company continues to evaluate alternatives to optimize its capital structure and other alternatives to maximize value. 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%. 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 June 30, 2023, 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. Effective as of February 7, 2023 (the “Effective Date”), the Company amended the Ally FLOC to (i) join the CarLotz Borrowers as borrowers under the Ally FLOC and terminate the inventory financing arrangement between the CarLotz Borrowers and the Ally Parties that was entered into prior to the Company’s acquisition of CarLotz, (ii) reduce the maximum available credit line under the Ally FLOC from $100 million to $75 million and (iii) require the Borrowers to make monthly principal reduction payments for each vehicle subject to the floor plan for more than 150 days rather than 180 days. In addition, effective February 1, 2023, the First Amendment increases the per annum interest rate applicable to Advances (as defined in the Ally Facility) to be equal to the prime rate designated from time to time by Ally Bank plus 175 basis points (from 150 basis points). As of June 30, 2023, the interest rate on borrowings outstanding under the Ally FLOC was 10.00%. As of June 30, 2023, the Company had an outstanding balance under the facility of $14.4 million and $60.6 million of unused capacity. As of December 31, 2022, the Company had an outstanding balance under the facility of $24.8 million and $75.2 million in unused capacity.

v3.23.2

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
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 matters 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. Stifel matter On May 7, 2021, we were named in a lawsuit filed in the U.S. District Court for the Southern District of New York (Stifel, Nicolaus & Company, Inc. v. Shift Technologies, Inc. 21-cv-04135) by a former financial advisor, Stifel, Nicolaus & Company, Inc. (“Stifel”), claiming that we are required to pay the former financial advisor certain compensation as a result of the IAC Merger. In addition, the complaint seeks punitive damages as a result of alleged unjust enrichment for the amount of the benefits allegedly conferred on Shift by Stifel. On August 24, 2022, Stifel's suit was dismissed with prejudice. On September 16, 2022, Stifel filed a Notice of Appeal with the U.S. Court of Appeals for the Second Circuit and formally filed its appeal with the Second Circuit on January 20, 2023. Shift filed its responsive pleading on April 20, 2023. Following the dismissal of Stifel's initial suit, the probable incurred losses related to the claim are immaterial as of June 30, 2023. Based on such information as is available to us, the range of additional reasonably possible losses related to the claim does not exceed $4.0 million, excluding any punitive damages which the Company cannot currently estimate. The Company believes the claim is without merit and intends to defend itself vigorously; however, there can be no assurances that the Company will be successful in its defense. CarLotz stockholder matters On November 4, 2022, a lawsuit entitled Derek Dorrien v. CarLotz, Inc. et al., Case No. 1:22-cv-09463, was filed in the United States District Court for the Southern District of New York against CarLotz and the members of the CarLotz board of directors (the “Dorrien Action”). On November 4, 2022, a lawsuit entitled Sholom D. Keller v. CarLotz, Inc. et al., Case No. 2022-1006-NAC, was filed in the Court of Chancery of the State of Delaware against CarLotz and the members of the CarLotz board of directors (the “Keller Action” and together with the Dorrien Action, the “Actions”). The Dorrien Action alleges that the defendants violated Sections 14(a) (and Rule 14a-9 promulgated thereunder) and 20(a) of the Exchange Act by, among other things, omitting certain allegedly material information with respect to the transactions contemplated by the Merger Agreement (the “Transactions”) in the registration statement on Form S-4 (the “Registration Statement”) filed by us with the Securities and Exchange Commission on September 26, 2022. The Keller Action alleges that the members of the CarLotz board of directors and Lev Peker, in his capacity as an officer of CarLotz, breached their fiduciary duties in connection with the Transactions. The Actions seek, among other things, injunctive relief, money damages and the costs of the Actions, including reasonable attorneys’ and experts’ fees. We believe that the plaintiffs’ allegations in the Actions are without merit; however, litigation is inherently uncertain and there can be no assurance that CarLotz’s or our defense of the action will be successful. In addition, on October 3, 2022, a purported stockholder of CarLotz sent a demand to CarLotz and us regarding the Registration Statement (the “CarLotz Stockholder Demand”). The CarLotz Stockholder Demand alleges the Registration Statement omits material information with respect to the Transactions and demands that CarLotz, the CarLotz board of directors, and Shift provide corrective disclosures. Shift disagrees with and intends to vigorously defend against any claim, if asserted, arising from the CarLotz Stockholder Demand. Delaware Section 205 Petition On March 6, 2023, Shift filed a petition in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law (the “DGCL”) to resolve potential uncertainty with respect to the Company’s share capital. Such uncertainty was introduced by a recent decision in Garfield v. Boxed, Inc., 2022 WL 17959766 (Del. Ch. Dec. 27, 2022) that potentially affects the Company and many other similarly situated companies that were formed and became publicly traded as a special purpose acquisition company (“SPAC”). Out of an abundance of caution, the Company elected to pursue the remedial actions described below. Concurrently with the filing of the Petition, the Company filed a motion to expedite the hearing on the Petition, which was subsequently granted on March 6, 2023. In October 2020, the Company, which was then a SPAC named Insurance Acquisition Corp. (“IAC”), held a special meeting of stockholders (the “IAC Special Meeting”) to approve certain matters relating to the merger between IAC and a privately held company then called Shift Technologies, Inc. One of these matters was a proposal to amend and restate IAC’s Amended and Restated Certificate of Incorporation (the “SPAC Charter”) in order to, among other things, increase the number of authorized shares of Class A common stock from 50,000,000 to 500,000,000 (such proposal, the “Share Increase Proposal” and, together with such other amendments to the SPAC Charter, the “Charter Proposals”). At the IAC Special Meeting, the Charter Proposals were approved by a majority of the outstanding shares of Class A common stock and a majority of the outstanding shares of Class B common stock of IAC as of the record date for the IAC Special Meeting, voting together as a single class. After the IAC Special Meeting, IAC and Shift Technologies, Inc. closed the merger pursuant to which the Company became the parent of Shift Technologies, Inc. (now named Shift Platform, Inc.), and the Company’s certificate of incorporation, as amended to give effect to the Charter Proposals and to change the Company’s name to Shift Technologies, Inc., became effective. The recent ruling by the Delaware Court of Chancery in the Boxed case introduced uncertainty as to whether Section 242(b)(2) of the DGCL would have required the Share Increase Proposal to be approved by the vote of the majority of IAC’s then-outstanding shares of Class A common stock, voting as a separate class. The Company had been operating with the understanding that the Charter Proposals were validly approved at the IAC Special Meeting. In light of this recent ruling, however, to resolve potential uncertainty with respect to the Company’s share capital, the Company filed a petition in the Delaware Court of Chancery under Section 205 of the DGCL to seek validation of the Charter Proposals. Section 205 of the DGCL permits the Court of Chancery, in its discretion, to ratify and validate potentially defective corporate acts. On March 6, 2023, the Court of Chancery granted the motion to expedite and set a hearing date for the Petition to be heard. On March 17, 2023, the hearing took place and the Court of Chancery approved the Company’s request for relief. The Court of Chancery then entered an order under Section 205 of the DGCL on March 17, 2023, declaring (i) the increase in aggregate number of authorized shares of Class A common stock, par value $0.0001, of the Company from 50,000,000 to 500,000,000 under the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Certificate of Incorporation, including the filing and effectiveness thereof, are validated and declared effective retroactive to the date of its filing with the Secretary of State of the State of Delaware on October 13, 2020 and (2) all shares of capital stock of the Company issued in reliance on the effectiveness of the Certificate of Incorporation are validated and declared effective as of the date and time of the original issuance of such shares.

v3.23.2

STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS' DEFICIT	11. STOCKHOLDERS' DEFICIT Nasdaq Market Capitalization Deficiency Letter On April 19, 2023, Nasdaq staff (the "Staff") notified the Company that, for the last 30 consecutive business days, the Company’s Market Value of Listed Securities ("MVLS") was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “Market Value Standard”). The Company has a period of 180 calendar days from the date of the notice, or until October 16, 2023 (the “Compliance Date”), to regain compliance with the Market Value Standard. During this period, Class A common stock will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the Company’s MVLS closes at or above $35 million for a minimum of 10 consecutive business days as required under the Market Value Standard, the Staff will notify the Company it has regained compliance and the matter will be closed. If the Company does not regain compliance with the Market Value Standard by the Compliance Date, the Staff will provide a written notification to the Company that Class A common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Hearings Panel (the “Panel”). However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by the Staff to the Panel, such appeal would be successful. The Company intends to monitor its MVLS between now and the Compliance Date, and may, if appropriate, evaluate available options to resolve the deficiency under the Market Value Standard and regain compliance with the Market Value Standard. Nasdaq Deficiency Letter and Reverse Stock Split On October 4, 2022, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"). Under Nasdaq Listing Rule 5810(c)(3)(A) (the "Compliance Period Rule"), we have a 180-calendar day grace period, or until April 3, 2023 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. During this period, our Class A common stock will continue to trade on the Nasdaq Capital Market. If at any time before the Compliance Date the bid price of Class A common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Staff will provide written notification to the Company that it has regained compliance with the Bid Price Requirement (unless the Staff exercises its discretion to extend this 10 business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H)). At the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock, at a ratio within the range of 1-for-5 to 1-for-10. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. On March 22, 2023, the Company was notified by Nasdaq that the Company has regained compliance with the Bid Price Requirement. Capped Call Transactions On May 27, 2021, in connection with the issuance of the Notes (see Note 9 - 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 $148.725 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 June 30, 2023 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 $84.30 at any time over the 40 consecutive trading days immediately prior to settlement. At-the-Market Offering On May 6, 2022, the Company entered into a Controlled Equity OfferingSM 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, including sales made to the public directly on or through The Nasdaq Capital Market and any other trading market for shares of our Class A common stock (the “Offering”). Due to the Company's change at December 31, 2022 to a non-accelerated filer, the amount that can be raised through an offering is limited by Nasdaq requirements. Under the Sales Agreement, the Company may from time to time deliver placement notices to the Agent designating the number of Placement Shares and the minimum price per share thereof to be offered. However, subject to the terms and conditions of the Sales Agreement, the Agent is not required to sell any specific number or dollar amount of Placement Shares but will act as Agent using their commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market. The Company or the Agent may suspend the offering of Placement Shares by notifying the other party. The Offering will terminate after the sale of all of the Placement Shares subject to the Sales Agreement, or sooner in accordance with the Sales Agreement, upon proper notice by us and/or the Agents or by mutual agreement. The Company will pay the Agent a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement. As of June 30, 2023, the Company had not sold any shares pursuant to the Sales Agreement. The Company's ability to raise capital under the ATM is currently constrained by restrictions on the Company's use of shelf registration statements. The Company cancelled the ATM facility on July 20, 2023. CarLotz Warrants As part of the CarLotz Merger, the Company assumed 718,342 public and 428,385 private warrants to purchase the Company's common stock at an exercise price of $163.06 related to CarLotz's prior merger with Acamar Partners. Additionally, former CarLotz equity holders at the closing of CarLotz's previous merger are entitled to receive up to an additional 489,841 earnout shares. The earnout period expires on January 21, 2026 (the "Forfeiture Date") and the earnout shares will be issued if any of the following conditions are achieved: i.If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $177.24 over any 20 trading days within any 30 trading day period (the “First Threshold”), the Company will issue 50% of the earnout shares. ii.If at any time prior to the Forfeiture Date, the closing trading price of the common stock is greater than $212.69 over any 20 trading days within any 30 trading day period (the “Second Threshold”), the Company will issue 50% of the earnout shares. iii.If either the First Threshold or the Second Threshold is not met on or before the Forfeiture Date, any unissued earnout shares are forfeited. All unissued earnout shares will be issued if there is a change of control of the Company that will result in the holders of the common stock receiving a per share price equal to or in excess of $141.80 (as equitably adjusted for stock splits, stock dividends, special cash dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common stock) prior to the Forfeiture Date. The liabilities associated with the warrants and earnout shares were immaterial as of June 30, 2023. There was not a material change in the fair value of the liabilities between the Merger Date and June 30, 2023.

v3.23.2

SEGMENT INFORMATION	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	12. 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”) 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 and six months ended June 30, 2023 and 2022, the Company did not have sales to customers outside the United States. As of June 30, 2023 and December 31, 2022, the Company did not have any assets located outside of the United States. Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue from external customers Retail $ 44,952  $ 204,201  $ 95,513  $ 395,993  Wholesale 2,306  19,532  5,854  47,319  Consolidated $ 47,258  $ 223,733  $ 101,367  $ 443,312  Segment gross profit (loss) Retail $ 3,135  $ 12,506  $ 7,063  $ 23,433  Wholesale (23) (628) (785) (768) Consolidated $ 3,112  $ 11,878  $ 6,278  $ 22,665  The reconciliation between reportable segment gross profit to loss before income taxes is as follows (in thousands):   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Segment gross profit $ 3,112  $ 11,878  $ 6,278  $ 22,665  Selling, general and administrative expenses (22,643) (58,744) (65,234) (122,281) Depreciation and amortization (1,928) (2,459) (6,327) (4,139) Loss on impairment (1,340) —  (2,270) —  Interest and other expense, net (2,700) (2,846) (5,493) (5,424) Loss before income taxes $ (25,499) $ (52,171) $ (73,046) $ (109,179)

v3.23.2

STOCK-BASED COMPENSATION PLANS	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION PLANS	13. 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 Class A common stock to officers, employees, directors, and consultants. Options granted to employees and non-employees generally vest ratably over four to five years, with a maximum contractual term of ten years. Outstanding awards under the 2014 Plan continue to be subject to the terms and conditions of the 2014 Plan. The number of shares authorized for issuance under the 2014 Plan was reduced to the number of shares subject to awards outstanding under the 2014 Plan immediately after the IAC Merger. As a result, no further awards will be made under the 2014 Plan. Shares reserved for awards that are subsequently expired or forfeited will no longer be returned to the pool of shares authorized for issuance under the 2014 Plan. 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 IAC Merger. In December 2022, the Company assumed various stock plans in connection with the CarLotz Merger (the "CarLotz Plans"). Outstanding awards under the CarLotz Plans continue to be subject to the terms and conditions of the CarLotz Plans. The number of shares authorized for issuance under the CarLotz Plans was reduced to the number of shares subject to awards outstanding under the CarLotz Plans immediately after the CarLotz Merger. On June 30, 2022, the Company issued 1,900,000 RSUs pursuant to an inducement award under NASDAQ Listing Rule 5365(c)(4). Activity related to employee and non-employee stock options for all plans is set forth below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000’s) As of December 31, 2022 519,323  $ 26.02  4.95 $ 1  Granted —  —  Exercised —  —  Forfeited (6,428) 31.98  Cancelled (expired) (123,322) 68.44  As of June 30, 2023 389,573 $ 12.49  5.60 $ 1  Exercisable as of June 30, 2023 387,570 $ 12.42  5.59 $ 1  Activity related to employee and non-employee RSU awards is set forth below: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000’s) Unvested as of December 31, 2022 486,054  $ 29.30  1.01 $ 724  Granted 2,096,082  2.02  Vested (116,955) 26.37  Forfeited (133,523) 15.79  Unvested as of June 30, 2023 2,331,658 $ 5.68  1.58 $ 5,060  Vested and unreleased 3,164 Outstanding as of June 30, 2023 2,334,822 Unvested RSUs as of June 30, 2023 include 190,000 Performance RSUs that vest if the Company achieves certain profitability metrics for the six months ended December 31, 2023. Unvested RSUs also include 760,000 Performance RSUs that vest if the closing price of the Company's common stock exceeds thresholds ranging from $2.00 to $9.25 during the 30 months following the grantee's date of hire. The grant date fair values of awards with market-based vesting conditions were determined using a Monte Carlo valuation model, which requires significant estimates including the expected volatility of our common stock. Stock-Based Compensation Expense For the three months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss of $1.3 million and $4.9 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded stock-based compensation expense of $2.6 million and $9.1 million, respectively. The Company capitalized stock-based compensation costs for the three months ended June 30, 2023 and 2022 of $0.1 million and $0.3 million, respectively, to capitalized website and internal use software costs, net. In addition, the Company capitalized stock-based compensation costs for the six months ended June 30, 2023 and 2022 of $0.3 million and $0.7 million, respectively, to capitalized website and internal use software costs, net. As of June 30, 2023, there was $10.7 million of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.36 years.

v3.23.2

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	14. RELATED PARTY TRANSACTIONS Sales to Related Parties The Company operated a one-sided marketplace (“OSM”) program whereby the Company acquired cars from various sources in Oxnard, California and sold them directly and solely to Lithia. The Company invoiced Lithia based on the purchase price of the car plus an agreed upon margin. During the six months ended June 30, 2023 and 2022, the Company recognized zero and $4.7 million in sales from the OSM agreement with Lithia, respectively. The OSM program was terminated in the second quarter of 2022 with the last sale to Lithia taking place in March 2022. Accounts Receivable from Related Party 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 8,666,154 shares of Legacy Shift common stock at an exercise price of $0.10 per share (the “Warrant Shares”). The Warrant Shares were scheduled to vest and become exercisable in six separate tranches of 1,444,359 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 IAC 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 six months ended June 30, 2023 and 2022 the Company amortized $0.1 million and $0.3 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 June 30, 2023 and December 31, 2022, the remaining asset, net of amortization, was zero and $0.6 million, respectively. In February 2023, the contract obtained pursuant to Milestone 5 was terminated, and the remaining $0.5 million of the Milestone 5 asset was expensed to selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Accounts Payable Due to Related Party As of June 30, 2023 and December 31, 2022 payables and accruals to Lithia consisted of other miscellaneous expenses of $0.2 million and $0.2 million, respectively. Short-Swing Profit Settlement During the three months ended June 30, 2023, the Company received a settlement of $0.1 million from a shareholder related to short-swing trading profits disgorged pursuant to section 16(b) of the Securities Exchange Act of 1934. The settlement was recorded to additional paid-in capital on the condensed consolidated balance sheets.

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS	15. IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS Impairment of Long-Lived Assets During the fourth fiscal quarter of 2022, management identified indicators of impairment, including declines in our market capitalization, rising interest rates, and other unfavorable macroeconomic and industry factors, and performed a test for recoverability for each of the Company's pre-CarLotz Merger asset groups. Assets acquired as part of the CarLotz Merger were recorded at fair value on the acquisition date (see Note 3 - Business Combinations). Asset groups consisted of one asset group containing all operating assets and liabilities of the Company (the "Operating Asset Group"), and separate assets groups each containing a single closed facility that is subleased or held for sublease (the "Sublease Asset Groups"). The Operating Asset Group and certain Sublease Asset Groups were determined not to be recoverable, and as such management determined the fair value of these asset groups. The Operating Asset Group was valued with the assistance of third-party valuation specialists using a market approach based on comparison to peer company valuation multiples. The Sublease Asset Groups were valued using the income approach based on discounted estimated cash flows from subleasing the properties. The Operating Asset Group and one of the Sublease Asset Groups were determined to have carrying values in excess of their fair values. As such, the Company measured a loss on impairment equal to the difference between the carrying value and the fair value of each impaired asset group. The loss on impairment was allocated to the assets within each respective asset group, except that no individual asset was reduced below its individual fair value. Within the Operating Asset Group, the fair value of individual assets was determined with the assistance of third party valuation specialists. Right of use assets were valued using the market approach, based on comparison to similar leased properties. Capitalized internal use software was valued using the relief-from-royalty approach, which involves the estimation of an amount of hypothetical royalty savings enjoyed by the entity that owns an intangible asset because that entity is relieved from having to license that intangible asset from another owner. Property and equipment was valued using the cost approach based on secondary market values of similar assets. Within the impaired Sublease Asset Group, the fair value of the impaired right of use asset was determined using the income approach based on discounted estimated cash flows from subleasing the properties. The Company recognized losses on impairment of long-lived assets related to various Sublease Asset Groups of $1.3 million and $2.3 million for the three and six months ended June 30, 2023, respectively. There was no loss on impairment of long lived assets for the three and six months ended June 30, 2022. All impaired asset groups were contained in the Retail segment. Facility Closures and Reduction in Force During the six months ended June 30, 2023, the Company reduced its total headcount by approximately 42% as a result of continued efforts to improve overhead efficiency and elimination of redundancies resulting from the CarLotz Merger. During the six months ended June 30, 2023, the reduction in force resulted in total new cash charges of approximately $0.9 million, consisting primarily of severance and related personnel reduction costs included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. There were no such charges for the three months ended June 30, 2023. In addition, the Company closed its facility in Downers Grove, Illinois and the former CarLotz headquarters facility in Richmond, Virginia. 2022 Restructuring Plan On July 22, 2022, the Company's Board approved the implementation of the 2022 Restructuring Plan designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity. As part of the 2022 Restructuring Plan, the Company consolidated Shift’s physical operations to three West Coast locations in Los Angeles, Oakland, and Portland, closing seven existing facilities. The Company also restructured its workforce around the reduced physical footprint, eliminating approximately 650 positions or 60% of its workforce. The restructuring was substantially complete as of September 30, 2022. There were no restructuring charges related to the 2022 Restructuring Plan recognized for the three and six months ended June 30, 2023 and 2022. The following table is a reconciliation of the beginning and ending severance liability for the six months ended June 30, 2023 related to the 2022 Restructuring Plan: Balance at December 31, 2022 $ 794  Accruals and accrual adjustments —  Cash payments (311) Balance at June 30, 2023 $ 483  Commutation of Reinsurance Contracts During the six months ended June 30, 2023, the Company commuted all reinsurance contracts issued by the Company's Orange Peel Protection Reinsurance, Ltd. subsidiary. The commutation resulted in transfer of the Company's reinsurance-related assets and liabilities to the counterparty, in exchange for net cash consideration of $0.2 million. In connection with the commutation, the Company recognized a loss on disposal of $0.1 million included in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. Discontinued Operations In connection with the acquisition of CarLotz, the Company acquired several real estate leaseholds. A plan of sale related to several of these real estate leases as well as certain assets and liabilities of the Orange Grove Fleet Solutions, LLC ("Orange Grove") subsidiary was adopted in December 2022. Orange Grove and three retail locations sold during the six months ended June 30, 2023 were determined to meet the criteria for classification as discontinued operations. The discontinued operations are included in the Retail and Wholesale segments. The impact on net loss of these leases and subsidiaries held for sale was immaterial for the year ended December 31, 2022. Additional leasehold and related assets were classified as held for sale during the six months ended June 30, 2023. None of the assets and liabilities initially classified as held for sale during the six months ended June 30, 2023 met the criteria to be classified as discontinued operations. The Company recognized a net gain on disposal of $5.8 million and $2.7 million in connection with assets classified as held for sale or sold during the three and six months ended June 30, 2023. The gain on disposal was recorded in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. On February 2, 2023, the Company entered into and closed on an Asset Purchase Agreement with a private dealership group, pursuant to which the counterparty agreed to purchase the inventory and the lease-related assets and liabilities of the three retail locations for net cash consideration of $1.5 million. On June 30, 2023, the Company sold substantially all of the assets and liabilities of Orange Grove Fleet Solutions, LLC for cash consideration of $1.5 million. The following table presents the losses associated with these sales, included in the results of our discontinued operations below, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Gross purchase price $ 1,494  $ 1,928  Net assets sold (2,014) (2,834) Loss on disposal $ (520) $ (906) The carrying value of the net assets classified as discontinued operations sold during the period were as follows, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Assets Property and equipment, net 2,028  2,334  Inventory —  606  Security deposits —  57  Operating lease assets 1,650  3,227  Finance lease assets, net 173  173  Total assets $ 3,851  $ 6,397  Liabilities Operating lease liabilities 1,663  3,389  Finance lease liabilities 173  173  Total liabilities $ 1,836  $ 3,562  Net assets sold $ 2,014  $ 2,834  The following table presents information regarding certain components of loss from discontinued operations: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Retail revenue, net $ 365  $ 2,488  Other revenue, net 165  435  Wholesale vehicle revenue 88  1,278  Total revenue 618  4,201  Cost of sales 355  3,567  Gross (loss)/profit 263  634  Selling, general and administrative expenses 165  621  Loss on disposal 520  906  Depreciation and amortization —  20  Total Operating Expenses 685  1,547  (Loss)/gain from operations (422) (913) Interest and other expense, net —  4  (Loss)/gain from discontinued operations $ (422) $ (917) Transaction costs related to the sales were immaterial for the three and six months ended June 30, 2023. The following table presents non-cash items related to discontinued operations, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Depreciation and amortization, inclusive of depreciation in cost of sales $ 101  $ 219  Assets and Liabilities Held for Sale The following table presents components making up the balance sheets line item consisting of the carrying amount of assets and liabilities classified as held for sale and the aggregate amounts of the classes of assets and liabilities of the facilities and entities classified as discontinued operations, in thousands: June 30, 2023 December 31, 2022 Assets Held for sale: Operating lease assets $ 12,492  $ 5,634  Finance lease assets, net —  3,960  Total held for sale assets 12,492  9,594  Discontinued Operations: Accounts receivable, net — 689 Prepaid expenses and other current assets — 226 Property and equipment, net — 2,584 Operating lease assets — 3,938 Finance lease assets, net — 195 Total discontinued operations assets — 7,632 Total held for sale and discontinued operations assets $ 12,492 $ 17,226 Liabilities Held for sale: Operating lease liabilities $ 15,772  $ 6,016  Finance lease liabilities —  4,843  Total held for sale liabilities 15,772  10,859  Discontinued Operations: Accounts payable — 70 Accrued expenses and other current liabilities — 101 Operating lease liabilities — 4,122 Finance lease liabilities — 193 Other non-current liabilities — 87 Total discontinued operations liabilities — 4,573 Total held for sale and discontinued operations liabilities $ 15,772 $ 15,432

v3.23.2

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	16. INCOME TAXES The Company recorded a provision for (benefit from) income taxes of $(145) thousand and $27 thousand for the three months ended June 30, 2023 and 2022, respectively. The Company recorded a provision for (benefit from) for income taxes of $(90) thousand and $68 thousand for the six months ended June 30, 2023 and 2022, respectively. The Company continues to maintain a full valuation allowance for its net U.S. federal and state deferred tax assets.

v3.23.2

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
NET LOSS PER SHARE	17. NET LOSS PER SHARE The following table sets forth the computation of net loss per share, basic and diluted:   Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Net loss $ (25,776) $ (52,198) $ (73,873) $ (109,247) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 16,954,995  8,095,278  16,936,636  7,990,264  Net loss per share, basic and diluted $ (1.52) $ (6.45) $ (4.36) $ (13.67) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:   As of June 30,   2023 2022 Escrow Shares —  300,010  Public and private warrants 1,146,727  —  Earnout Shares 489,841  —  Convertible Notes 1,779,834  1,779,834  Stock options 389,573  149,197  Restricted stock units 2,334,822  888,808  Contingently repurchasable early exercise shares 534  3,236  Total 6,141,331  3,121,085

v3.23.2

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	18. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements, except for the following: Ally Flooring Line of Credit Amendment On July 14, 2023, the Company entered into a Second Amendment to Inventory Financing and Security Agreement (the “Second Amendment”), by and among the Company, certain of the Company’s wholly owned subsidiaries (collectively, the “Borrowers” and each, a “Borrower”), Ally Bank (“Ally Bank”) and Ally Financial Inc. (“Ally Financial” and, together with Ally Bank, the “Lender”), which amends the Company’s existing Inventory Financing and Security Agreement dated as of December 9, 2021, as amended by the Amendment to Inventory Financing and Security Agreement dated as of February 7, 2023 (as so amended, the “Ally Facility”), by and among the Company, the Borrowers and the Lender. The Second Amendment amends the Ally Facility to, among other things, (i) reduce the maximum available credit line (the “Credit Line”) under the Ally Facility from $75 million to $30 million, (ii) eliminate the option for a Borrower to obtain financing from the Lender for vehicles for which Dealership does not then hold a lien-free title, and (iii) eliminate the minimum liquidity financial covenant. The Second Amendment also, in conjunction with the Borrowers entering into an amended Credit Balance Agreement with the Lender, amends the Borrowers’ minimum cash balance requirement with the Lender to be an amount equal to the lesser of (i) at least 30% of the amount of the Credit Line and (ii) 100% of the total outstanding principal balance under the Ally Facility. Clementz Transition and Separation Agreement As previously announced on June 14, 2023, Shift Technologies, Inc. (the “Company”) implemented an executive leadership succession plan in connection with the transition of Jeff Clementz from the Company as its Chief Executive Officer, effective June 9, 2023 (the “Transition Effective Date”). Mr. Clementz also resigned from the Board of Directors (the “Board”) of the Company on the Transition Effective Date. In order to ensure an orderly transition of responsibilities, Mr. Clementz continued to be employed in a non-executive capacity with the Company through July 1, 2023 (the “Separation Date”). In connection with his transition from employment with the Company, the Company and Mr. Clementz entered into a Transition and Separation Agreement (the “Agreement”) on July 21, 2023 that reflects the terms of his transition and the benefits he is eligible to receive. The Agreement became effective and enforceable on July 29, 2023. Pursuant to the Agreement, and in lieu of all severance benefits otherwise provided for under Mr. Clementz’s prior employment agreement with the Company, Mr. Clementz will be entitled to receive the following benefits: (i) a cash payment equal to $400,000, payable in a single lump sum within thirty (30) days following the Effective Date, (ii) payment of his 2023 annual bonus (if any), prorated for the number of days employed by the Company in 2023 and determined based on actual performance (with any personal goals considered to be fulfilled), and payable at such time that annual bonuses are otherwise generally paid to employees of the Company and (iii) payment of COBRA premiums for eighteen (18) months following the Separation Date (to the extent Mr. Clementz elects COBRA continuation coverage), less amounts equal to the amount active employees pay for such coverage during such time period, and subject to reduction or elimination if Mr. Clementz becomes entitled to duplicative benefits through other employment. The Agreement also provides that Mr. Clementz will make himself available to members of the Company’s senior management team through August 31, 2023 (the “Transition Period”). In addition, the Agreement contains a general waiver and release of claims by Mr. Clementz in favor of the Company. Mr. Clementz will be subject to certain restrictive covenants following his termination of employment with the Company, including during the Transition Period. Mr. Clementz’s transition is not the result of any disagreements over the Company’s business, operations, or strategic direction. Foy Separation and General Release Agreement As previously announced on June 28, 2023, Shift Technologies, Inc. (the “Company”) announced that Sean Foy was no longer the Chief Operating Officer of the Company, effective June 23, 2023. In order to ensure an orderly transition of responsibilities, Mr. Foy continued to be employed in a non-executive capacity with the Company through July 1, 2023 (the “Separation Date”). Mr. Foy also resigned from all director, officer or other positions that he held on behalf of the Company or any of its subsidiaries or affiliates on the Separation Date. In connection with his separation from employment from the Company, the Company and Mr. Foy entered into a Separation and General Release Agreement (the “Agreement”) on August 3, 2023 that reflects the terms of his separation and the benefits he is eligible to receive. The Agreement becomes effective and enforceable on August 11, 2023 (the “Effective Date”) unless revoked in writing by Mr. Foy prior to the Effective Date. Pursuant to the Agreement, and in lieu of all severance benefits otherwise provided for under Mr. Foy’s prior Offer Letter dated October 12, 2018, as amended on October 16, 2018, and any applicable Company plans or programs in which Mr. Foy participated (including the Shift Technologies, Inc. Severance Plan for Key Management Employees and that certain Amended and Restated Retention Bonus Agreement dated June 22, 2022) with the Company, Mr. Foy will be entitled to receive the following benefits: (i) a cash payment equal to $361,000, payable in a single lump sum within thirty (30) days following the Effective Date and (ii) payment of COBRA premiums for six (6) months following the Separation Date (to the extent Mr. Foy elects COBRA continuation coverage), less amounts equal to the amount active employees pay for such coverage during such time period, and subject to reduction or elimination if Mr. Foy becomes entitled to duplicative benefits through other employment. In addition, the Agreement contains a general waiver and release of claims by Mr. Foy in favor of the Company. Mr. Foy will be subject to certain restrictive covenants following his termination of employment with the Company. Mr. Foy’s transition is not the result of any disagreements over the Company’s business, operations, or strategic direction Director Resignations On August 4, 2022, each of George Arison and Kellyn Smith Kenny, members of the Board of Directors (the “Board”) of the Company, informed the Company of their decision to resign as a director of the Company, effective August 7, 2023. Mr. Arison served as a Class III director and a member of the Finance Committee of the Board. Ms. Smith Kenny served as a Class I director and a member of the Leadership Development, Compensation and Governance Committee of the Board. Each of Mr. Arison’s and Ms. Smith Kenny’s decision to resign from the Board was not the result of any disagreement relating to the Company’s operations, policies or practices. After giving effect to the foregoing director resignations of Mr. Arison and Ms. Smith Kenny from the Board, the Board consists of seven (7) directors and three (3) vacancies. In addition, following the effectiveness of Mr. Arison’s and Ms. Smith Kenny’s resignation from the Board, on August 7, 2023, the Board, by unanimous written consent, decreased the size of the Board to seven (7) directors, apportioned among the three classes as follows: two (2) in Class I, three (3) in Class II and two (2) in Class III, in accordance with and as permitted by the Company’s Second Amended and Restated Certificate of Incorporation, as amended, thereby eliminating the vacancies on the Board resulting from the resignations of Mr. Arison and Ms. Smith Kenny from the Board. 2023 Restructuring Plan On July 11, 2023, the Company announced a plan to restructure and reduce its workforce (the “2023 Restructuring Plan”), pursuant to which the Company will focus all resources on its omnichannel used auto operations and cease investment into the Company’s dealer marketplace business. The 2023 Restructuring Plan is part of the Company’s broader efforts to improve cost efficiency and better align its operating structure with its omnichannel sales operations as the Company continues to evaluate strategic alternatives to maximize stockholder value. The 2023 Restructuring Plan will result in an estimated workforce reduction of approximately 34%. The 2023 Restructuring Plan and associated workforce reduction were substantially completed by July 11, 2023. As a result of the 2023 Restructuring Plan and associated workforce reduction, we expect to incur approximately $0.9 million in non-recurring restructuring charges, consisting primarily of one-time cash severance payments and related costs.

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [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 June 30, 2023 and December 31, 2022, the interim condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2023 and 2022, condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2023 and 2022, and condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2022, 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 June 30, 2023, and its results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022. The results for the three and six months ended June 30, 2023 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, 2022 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission ("SEC") on March 31, 2023. At the Company’s Special Meeting of Stockholders held on December 7, 2022, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Class A common stock, at a ratio within the range of 1-for-5 to 1-for-10. The Board approved a 1-for-10 reverse split ratio, and on March 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective March 8, 2023. All share and per-share amounts have been retrospectively adjusted to reflect the impact of the reverse stock split.
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 Class A common stock, financial instruments, convertible debt, stock-based compensation and income taxes. 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.
Accounts Receivable	Accounts Receivable Accounts receivable are primarily due from auction facilities and partner financial institutions that provide financing to our customers. The Company maintains an allowance for doubtful accounts that is calculated under the current expected credit loss (“CECL”) model. The CECL model applies to financial assets measured at amortized cost, and requires the Company to reflect expected credit losses over the remaining contractual term of the asset. As the large majority of the Company’s receivables settle within 30 days, the forecast period under the CECL model is a relatively short horizon. The Company uses an aging method to estimate allowances for doubtful accounts under the CECL model as the Company has determined that the aging method adequately reflects expected credit losses, as corroborated by historical loss rates.
Marketable Securities	Marketable SecuritiesThe Company acquired equity and debt security investments as a result of the CarLotz Merger on December 9, 2022. Equity and debt securities are classified as Level 1 and Level 2 in the fair value hierarchy, respectively.
Discontinued Operations	Discontinued Operations We review the presentation of planned business dispositions in the condensed consolidated financial statements based on the available information and events that have occurred. The review consists of evaluating whether the business meets the definition of a component for which the operations and cash flows are clearly distinguishable from the other components of the business, and if so, whether it is anticipated that after the disposal the cash flows of the component would be eliminated from continuing operations and whether the disposition represents a strategic shift that has a major effect on operations and financial results. In addition, we evaluate whether the business has met the criteria as a business held for sale. In order for a planned disposition to be classified as a business held for sale, the established criteria must be met as of the reporting date, including an active program to market the business and the expected disposition of the business within one year. Planned business dispositions are presented as discontinued operations when all the criteria described above are met. For those divestitures that qualify as discontinued operations, all comparative periods presented are reclassified in the condensed consolidated balance sheets. Additionally, the results of operations of a discontinued operation are reclassified to income from discontinued operations, net of tax, for all periods presented in the condensed consolidated statements of operations. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations.
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.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. The Company recognizes transfers between the levels as of the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels during the three and six months ended June 30, 2023 and 2022.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance codified in Accounting Standards Update ("ASU") 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), 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 adopted ASU 2016-13 under the private company transition guidance beginning January 1, 2023. The adoption did not materially impact the Company's condensed consolidated financial statements.

v3.23.2

BUSINESS COMBINATIONS (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Business Acquisitions, by Acquisition	The following table presents an estimate of consideration transferred: (In thousands) Cash consideration $ 15,000  Fair value of shares of Shift Class A common stock issued 2,481  Allocation of proceeds from Senior Unsecured Notes (2,103) Acquisition Consideration $ 15,378  Management estimated the fair value of intangible assets in accordance with the applicable accounting guidance for business combinations and utilized the services of third-party valuation consultants. Estimated Fair Value Capitalized website and internal use software costs $ 12,500  Other intangible assets - Trade name 100  Other intangible assets - Dealer network 100  Prepaid expenses and other current assets 154  Goodwill 2,524  Total fair value of purchase price $ 15,378  The following table presents an estimate of Merger Consideration transferred to effect the CarLotz Merger at Closing: (In thousands) Fair value of shares of Shift Class A common stock issued to CarLotz stockholders $ 22,411  Replacement of CarLotz equity awards 562  Merger Consideration $ 22,973
Schedule of Business Acquisition, Pro Forma Information	Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 223,733  $ 443,312  Loss from operations (51,666) (110,906) Net loss $ (54,651) $ (116,849) Net loss per share, basic and diluted $ (6.67) $ (14.62) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 8,188,405  7,990,264  Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Revenue $ 300,224  $ 582,818  Loss from operations (88,230) (170,149) Net loss $ (85,525) $ (165,830) Net loss per share, basic and diluted $ (5.17) $ (10.18) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 16,551,296  16,295,664
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The allocation of the consideration transferred will be finalized within the measurement period (up to one year from the acquisition date). Estimated Fair Value Cash, cash equivalents, and marketable securities $ 97,710  Accounts receivable 3,321  Inventory 7,062  Other current assets 1,756  Property and equipment 7,009  Operating lease right of use assets 25,119  Finance lease right of use assets 4,176  Developed technology 3,190  Trademarks 970  Other non-current assets 364  Total assets 150,677  Accounts payable and accrued liabilities (11,899) Operating lease liabilities, current (4,127) Finance lease liabilities, current (273) Other current liabilities (694) Operating lease liabilities (24,713) Finance lease liabilities (8,940) Other non-current liabilities (373) Total liabilities (51,019) Net assets acquired 99,658  Gain on Bargain purchase $ (76,685) Consideration transferred $ 22,973

v3.23.2

PROPERTY AND EQUIPMENT, NET (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consists of the following (in thousands): As of June 30, 2023 As of December 31, 2022 Equipment $ 3,265  $ 4,545  Furniture and fixtures 353  1,278  Leasehold improvements 1,035  4,334  Total property and equipment 4,653  10,157  Less: accumulated depreciation (2,830) (3,360) Property and equipment, net $ 1,823  $ 6,797

v3.23.2

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Balance Sheet Information Related to Leases	The balance sheet classification of leases is as follows (in thousands): Balance Sheet Classification June 30, 2023 December 31, 2022 Assets Operating leases Operating lease assets $ 16,460  $ 44,568  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations 12,492  9,572  Finance leases Finance lease assets, net 72  152  Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations —  4,155  Total lease assets $ 29,024  $ 58,447  Liabilities Operating leases Operating lease liabilities, current $ 3,594  $ 8,865  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations 15,772  10,138  Operating lease liabilities, non-current 16,084  44,985  Total operating lease liabilities $ 35,450  $ 63,988  Finance leases Finance lease liabilities, current $ 62  $ 271  Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations —  5,036  Finance lease liabilities, non-current 1,489  3,989  Total finance lease liabilities $ 1,551  $ 9,296  Total lease liabilities $ 37,001  $ 73,284
Schedule of Lease Costs and Activity	The Company’s lease costs and activity were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ (3,503) $ 5,224  $ 5,738  $ 7,386  Finance lease amortization 46  —  132  —  Finance lease interest 159  —  268  —  Short-term lease cost 127  253  295  1,085  Variable lease cost 291  191  746  376  Sublease income (774) —  (1,015) —  Total lease cost $ (3,654) $ 5,668  $ 6,164  $ 8,847  Cash paid for amounts included in the measurement of operating lease liabilities Operating leases - Operating cash flows $ 7,076  Finance leases - Operating cash flows $ 2,927  Finance leases - Financing cash flows $ 183  Lease assets derecognized with the sale of lease liabilities Operating leases $ 19,426  Finance leases $ 6,857  Weighted average remaining lease term - operating leases (in years) 5.26 Weighted average discount rate - operating leases 7.92  % Weighted average remaining lease term - finance leases (in years) 13.17 Weighted average discount rate - finance leases 11.21  %
Schedule of Operating Lease Liabilities by Maturity Date	Operating and finance lease liabilities by maturity date from June 30, 2023 were as follows (in thousands): Year ended December 31, Operating Leases Finance Leases 2023 $ 3,693  $ 134  2024 8,437  195  2025 7,847  200  2026 7,778  206  2027 7,764  211  Thereafter 8,679  2,176  Total minimum lease payments $ 44,198  $ 3,122  Less: Imputed interest 8,748  1,571  Total lease liabilities $ 35,450  $ 1,551
Schedule of Finance Lease, Liability, Fiscal Year Maturity	Operating and finance lease liabilities by maturity date from June 30, 2023 were as follows (in thousands): Year ended December 31, Operating Leases Finance Leases 2023 $ 3,693  $ 134  2024 8,437  195  2025 7,847  200  2026 7,778  206  2027 7,764  211  Thereafter 8,679  2,176  Total minimum lease payments $ 44,198  $ 3,122  Less: Imputed interest 8,748  1,571  Total lease liabilities $ 35,450  $ 1,551

v3.23.2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET (Tables)	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Capitalized Website and Internal-Use Software Development Costs	Capitalized website and internal use software costs, net consists of the following (in thousands):   As of June 30, 2023 As of December 31, 2022 Capitalized website domain costs – nonamortizable $ 385  $ 385  Capitalized website and internal-use software development costs – amortizable 14,798  12,294  Less: accumulated amortization (5,928) (2,022) Capitalized website and internal-use software development costs, net $ 9,255  $ 10,657
Schedule of Capitalized Website and Internal-Use Software Development Costs	Capitalized website and internal use software costs, net consists of the following (in thousands):   As of June 30, 2023 As of December 31, 2022 Capitalized website domain costs – nonamortizable $ 385  $ 385  Capitalized website and internal-use software development costs – amortizable 14,798  12,294  Less: accumulated amortization (5,928) (2,022) Capitalized website and internal-use software development costs, net $ 9,255  $ 10,657
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	The expected annual amortization expense to be recognized in future years as of June 30, 2023 consists of the following (in thousands): As of June 30, 2023 2023 $ 1,728  2024 3,449  2025 2,348  2026 260  Development in progress 1,085  Total amortizable costs 8,870  Nonamortizable costs 385  Total capitalized website and internal-use software development costs $ 9,255

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Expenses and Other Current Liabilities	Accrued expenses and other current liabilities consist of the following (in thousands):   As of June 30, 2023 As of December 31, 2022 Liability for vehicles acquired under OEM program $ 907  $ —  Accrued payroll related costs 3,539  14,048  Provision for DMV refunds 1,235  1,080  Accrued sales taxes 973  3,957  Class A common stock subject to repurchase liability, current 27  44  Interest payable 960  960  Provision for sales returns and cancellations 2,460  4,304  Other accrued expenses 6,425  9,479  Total accrued expenses and other current liabilities $ 16,526  $ 33,872

v3.23.2

SEGMENT INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Reportable Segments Information	Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenue from external customers Retail $ 44,952  $ 204,201  $ 95,513  $ 395,993  Wholesale 2,306  19,532  5,854  47,319  Consolidated $ 47,258  $ 223,733  $ 101,367  $ 443,312  Segment gross profit (loss) Retail $ 3,135  $ 12,506  $ 7,063  $ 23,433  Wholesale (23) (628) (785) (768) Consolidated $ 3,112  $ 11,878  $ 6,278  $ 22,665
Schedule of Reconciliation of Reportable Segment Gross Profit (Loss) to Net Loss and Comprehensive Loss Attributable to Common Stockholders	The reconciliation between reportable segment gross profit to loss before income taxes is as follows (in thousands):   Three Months Ended June 30, Six Months Ended June 30,   2023 2022 2023 2022 Segment gross profit $ 3,112  $ 11,878  $ 6,278  $ 22,665  Selling, general and administrative expenses (22,643) (58,744) (65,234) (122,281) Depreciation and amortization (1,928) (2,459) (6,327) (4,139) Loss on impairment (1,340) —  (2,270) —  Interest and other expense, net (2,700) (2,846) (5,493) (5,424) Loss before income taxes $ (25,499) $ (52,171) $ (73,046) $ (109,179)

v3.23.2

STOCK-BASED COMPENSATION PLANS (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Employee and Non-Employee Stock Option Activity	Activity related to employee and non-employee stock options for all plans is set forth below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000’s) As of December 31, 2022 519,323  $ 26.02  4.95 $ 1  Granted —  —  Exercised —  —  Forfeited (6,428) 31.98  Cancelled (expired) (123,322) 68.44  As of June 30, 2023 389,573 $ 12.49  5.60 $ 1  Exercisable as of June 30, 2023 387,570 $ 12.42  5.59 $ 1
Schedule of Employee and Non-Employee Restricted Stock Unit Activity	Activity related to employee and non-employee RSU awards is set forth below: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (000’s) Unvested as of December 31, 2022 486,054  $ 29.30  1.01 $ 724  Granted 2,096,082  2.02  Vested (116,955) 26.37  Forfeited (133,523) 15.79  Unvested as of June 30, 2023 2,331,658 $ 5.68  1.58 $ 5,060  Vested and unreleased 3,164 Outstanding as of June 30, 2023 2,334,822

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS (Tables)	6 Months Ended
	Jun. 30, 2023
Restructuring and Related Activities [Abstract]
Schedule of Restructuring Charges and Reconciliation of Restructuring Liability	The following table is a reconciliation of the beginning and ending severance liability for the six months ended June 30, 2023 related to the 2022 Restructuring Plan: Balance at December 31, 2022 $ 794  Accruals and accrual adjustments —  Cash payments (311) Balance at June 30, 2023 $ 483
Schedule of Disposal Groups, Including Discontinued Operations	The following table presents the losses associated with these sales, included in the results of our discontinued operations below, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Gross purchase price $ 1,494  $ 1,928  Net assets sold (2,014) (2,834) Loss on disposal $ (520) $ (906) The carrying value of the net assets classified as discontinued operations sold during the period were as follows, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Assets Property and equipment, net 2,028  2,334  Inventory —  606  Security deposits —  57  Operating lease assets 1,650  3,227  Finance lease assets, net 173  173  Total assets $ 3,851  $ 6,397  Liabilities Operating lease liabilities 1,663  3,389  Finance lease liabilities 173  173  Total liabilities $ 1,836  $ 3,562  Net assets sold $ 2,014  $ 2,834  The following table presents information regarding certain components of loss from discontinued operations: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Retail revenue, net $ 365  $ 2,488  Other revenue, net 165  435  Wholesale vehicle revenue 88  1,278  Total revenue 618  4,201  Cost of sales 355  3,567  Gross (loss)/profit 263  634  Selling, general and administrative expenses 165  621  Loss on disposal 520  906  Depreciation and amortization —  20  Total Operating Expenses 685  1,547  (Loss)/gain from operations (422) (913) Interest and other expense, net —  4  (Loss)/gain from discontinued operations $ (422) $ (917) Transaction costs related to the sales were immaterial for the three and six months ended June 30, 2023. The following table presents non-cash items related to discontinued operations, in thousands: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Depreciation and amortization, inclusive of depreciation in cost of sales $ 101  $ 219  The following table presents components making up the balance sheets line item consisting of the carrying amount of assets and liabilities classified as held for sale and the aggregate amounts of the classes of assets and liabilities of the facilities and entities classified as discontinued operations, in thousands: June 30, 2023 December 31, 2022 Assets Held for sale: Operating lease assets $ 12,492  $ 5,634  Finance lease assets, net —  3,960  Total held for sale assets 12,492  9,594  Discontinued Operations: Accounts receivable, net — 689 Prepaid expenses and other current assets — 226 Property and equipment, net — 2,584 Operating lease assets — 3,938 Finance lease assets, net — 195 Total discontinued operations assets — 7,632 Total held for sale and discontinued operations assets $ 12,492 $ 17,226 Liabilities Held for sale: Operating lease liabilities $ 15,772  $ 6,016  Finance lease liabilities —  4,843  Total held for sale liabilities 15,772  10,859  Discontinued Operations: Accounts payable — 70 Accrued expenses and other current liabilities — 101 Operating lease liabilities — 4,122 Finance lease liabilities — 193 Other non-current liabilities — 87 Total discontinued operations liabilities — 4,573 Total held for sale and discontinued operations liabilities $ 15,772 $ 15,432

v3.23.2

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss per Share	The following table sets forth the computation of net loss per share, basic and diluted:   Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2023 2022 2023 2022 Net loss $ (25,776) $ (52,198) $ (73,873) $ (109,247) Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted 16,954,995  8,095,278  16,936,636  7,990,264  Net loss per share, basic and diluted $ (1.52) $ (6.45) $ (4.36) $ (13.67)
Schedule of Potentially Dilutive Shares not included in the Calculation of Diluted Shares Outstanding	The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:   As of June 30,   2023 2022 Escrow Shares —  300,010  Public and private warrants 1,146,727  —  Earnout Shares 489,841  —  Convertible Notes 1,779,834  1,779,834  Stock options 389,573  149,197  Restricted stock units 2,334,822  888,808  Contingently repurchasable early exercise shares 534  3,236  Total 6,141,331  3,121,085

v3.23.2

DESCRIPTION OF THE BUSINESS (Details)	6 Months Ended
	Jun. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

v3.23.2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ / shares in Units, $ in Thousands			3 Months Ended				6 Months Ended
	Oct. 13, 2021 USD ($) shares	Oct. 13, 2020 trading_day $ / shares shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Apr. 13, 2023 shares	Dec. 31, 2022 USD ($)	May 11, 2022	May 27, 2021
Concentration Risk [Line Items]
Accumulated other comprehensive loss			$ 0				$ 0			$ (3)
Assets measured at fair value			100				100
Liabilities measured at fair value			100				100
Reclassification of escrow shares to additional paid-in capital	$ 6,300
Net cash provided by (used in) operating activities							(64,287)	$ (98,133)
Net loss			(25,776)	$ (48,097)	$ (52,198)	$ (57,048)	(73,873)	$ (109,247)
Cash and cash equivalents			23,256				23,256			$ 96,159
Working capital			$ 19,100				$ 19,100
Convertible Senior Notes Due 2026 | Convertible Notes
Concentration Risk [Line Items]
Stated interest rate			4.75%				4.75%					4.75%
Senior Notes Due May 11, 2025 | Senior Notes
Concentration Risk [Line Items]
Stated interest rate			6.00%				6.00%				6.00%
Insurance Acquisition Corp.
Concentration Risk [Line Items]
Number of shares returned | shares	300,011								300,010
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, 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
Insurance Acquisition Corp. | Class A Common Stock
Concentration Risk [Line Items]
Additional number of shares legacy stockholders are entitled given certain conditions | shares		600,021
Insurance Acquisition Corp. | Class A Common Stock | Derivative Instrument, Period, One
Concentration Risk [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares		$ 120.00
Insurance Acquisition Corp. | Class A Common Stock | Derivative Instrument, Period, Two
Concentration Risk [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares		150.00
Insurance Acquisition Corp. | Class A Common Stock | Derivative Instrument, Period, Three
Concentration Risk [Line Items]
Contingent liability of shares entitled to legacy stockholders, earnout period, trigger stock price (in dollars per share) | $ / shares		$ 100.00

v3.23.2

BUSINESS COMBINATIONS - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	May 11, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 09, 2022
Business Acquisition [Line Items]
Imputed discount				$ 0	$ 2,103,000
Fair Dealer Services, LLC
Business Acquisition [Line Items]
Transaction related costs			$ 1,600,000		$ 3,200,000	$ 3,300,000
Cash acquired	$ 15,000,000
Equity interest issued or issuable (in shares)	206,698
Consideration transferred equity interests issuable, percentage	2.50%
Share price (in dollars per share)	$ 10.20
Other intangible assets	$ 12,500,000
Intangibles acquired in business combination	200,000
Fair Dealer Services, LLC | Computer Software, Intangible Asset
Business Acquisition [Line Items]
Estimated useful lives (in years)		3 years		3 years
Fair Dealer Services, LLC | Dealer Network
Business Acquisition [Line Items]
Estimated useful lives (in years)		1 year		1 year
Fair Dealer Services, LLC | Senior Unsecured Notes | Senior Notes
Business Acquisition [Line Items]
Imputed discount	$ 2,100,000
Stated interest rate	10.50%
CarLotz, Inc.
Business Acquisition [Line Items]
Share price (in dollars per share)							$ 2.62
Additional transaction costs		$ 0		$ 200,000
Transaction costs		16,400,000		$ 16,400,000
Discount rate To estimate the fair value				19.40%
CarLotz, Inc. | Restricted stock units
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares)				100,000
CarLotz, Inc. | Common Stock
Business Acquisition [Line Items]
Equity interest issued or issuable (in shares)				8,600,000
CarLotz, Inc. | Trademarks
Business Acquisition [Line Items]
Intangibles acquired in business combination		970,000		$ 970,000
Business combination, intangible asset, royalty rates				0.30%
CarLotz, Inc. | Developed technology
Business Acquisition [Line Items]
Intangibles acquired in business combination		$ 3,190,000		$ 3,190,000
Business combination, intangible asset, royalty rates				1.50%

v3.23.2

BUSINESS COMBINATIONS - Schedule of Merger Consideration Transferred (Details) - USD ($) $ in Thousands		6 Months Ended
	May 11, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Cash consideration		$ 0	$ 15,000
Fair Dealer Services, LLC
Business Acquisition [Line Items]
Cash consideration	$ 15,000
Fair value of shares of Shift Class A common stock issued	2,481
Allocation of proceeds from Senior Unsecured Notes	(2,103)
Acquisition Consideration	$ 15,378
CarLotz, Inc.
Business Acquisition [Line Items]
Fair value of shares of Shift Class A common stock issued		22,411
Replacement of CarLotz equity awards		562
Acquisition Consideration		$ 22,973

v3.23.2

BUSINESS COMBINATIONS - Schedule of Total Fair Value of Purchase Price (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022	May 11, 2022
Business Acquisition [Line Items]
Capitalized website and internal use software costs, net	$ 9,255	$ 10,657
Goodwill	$ 2,070	$ 2,070
Fair Dealer Services, LLC
Business Acquisition [Line Items]
Other intangible assets			$ 12,500
Prepaid expenses and other current assets			154
Goodwill			2,524
Total fair value of purchase price			15,378
Fair Dealer Services, LLC | Trade Names
Business Acquisition [Line Items]
Other intangible assets			100
Fair Dealer Services, LLC | Dealer Network
Business Acquisition [Line Items]
Other intangible assets			100
Fair Dealer Services, LLC | Software and Software Development Costs
Business Acquisition [Line Items]
Capitalized website and internal use software costs, net			$ 12,500

v3.23.2

BUSINESS COMBINATIONS - Schedule of Unaudited Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Net loss	$ (25,776)	$ (48,097)	$ (52,198)	$ (57,048)	$ (73,873)	$ (109,247)
Fair Dealer Services, LLC
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue			223,733			443,312
Loss from operations			(51,666)			(110,906)
Net loss			$ (54,651)			$ (116,849)
Net loss per share, basic (in dollars per share)			$ (6.67)			$ (14.62)
Net loss per share, diluted (in dollars per share)			$ (6.67)			$ (14.62)
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares)			8,188,405			7,990,264
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares)			8,188,405			7,990,264
CarLotz, Inc.
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Revenue			$ 300,224			$ 582,818
Loss from operations			(88,230)			(170,149)
Net loss			$ (85,525)			$ (165,830)
Net loss per share, basic (in dollars per share)			$ (5.17)			$ (10.18)
Net loss per share, diluted (in dollars per share)			$ (5.17)			$ (10.18)
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares)			16,551,296			16,295,664
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares)			16,551,296			16,295,664

v3.23.2

BUSINESS COMBINATIONS - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - CarLotz, Inc. $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Cash, cash equivalents, and marketable securities	$ 97,710
Accounts receivable	3,321
Inventory	7,062
Other current assets	1,756
Property and equipment	7,009
Operating lease right of use assets	25,119
Finance lease right of use assets	4,176
Other non-current assets	364
Total assets	150,677
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract]
Accounts payable and accrued liabilities	(11,899)
Operating lease liabilities, current	(4,127)
Finance lease liabilities, current	(273)
Other current liabilities	(694)
Operating lease liabilities	(24,713)
Finance lease liabilities	(8,940)
Other non-current liabilities	(373)
Total liabilities	(51,019)
Total fair value of purchase price	99,658
Gain on Bargain purchase	(76,685)
Consideration transferred	22,973
Developed technology
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Intangible assets	3,190
Trademarks
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]
Intangible assets	$ 970

v3.23.2

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 4,653	$ 10,157
Less: accumulated depreciation	(2,830)	(3,360)
Property and equipment, net	1,823	6,797
Equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	3,265	4,545
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment	353	1,278
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 1,035	$ 4,334

v3.23.2

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.2	$ 0.9	$ 0.7	$ 1.5
Reconditioning Facilities
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 0.1	$ 0.5	$ 0.1	$ 0.8

v3.23.2

LEASES - Narrative (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) sublease	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) sublease	Jun. 30, 2022 USD ($)	Dec. 31, 2022 location
Lessee, Lease, Description [Line Items]
Lease initial term (in months)	12 months		12 months
Operating lease impairment loss	$ 1,300,000	$ 0	$ 2,100,000	$ 0
Sublease income derived from | sublease	4		4
Lease obligation number of guaranteed location | location					2
Lease obligations with maximum total payments	$ 4,538,000		$ 4,538,000
Gain on disposal of operating leased assets	6,300,000		3,200,000
Loss on disposal of operating leased assets	$ 3,300,000		$ 3,800,000
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lase term	1 year		1 year
Finance lease, remaining lase term	1 year		1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lase term	13 years		13 years
Finance lease, remaining lase term	13 years		13 years

v3.23.2

LEASES - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Assets
Operating lease assets	$ 16,460	$ 44,568
Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations	12,492	9,572
Finance lease assets, net	72	152
Operating and finance lease assets, property and equipment, accounts receivable, and other assets held for sale or classified as discontinued operations	0	4,155
Total lease assets	29,024	58,447
Liabilities
Operating lease liabilities, current	3,594	8,865
Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations	15,772	10,138
Operating lease liabilities, non-current	16,084	44,985
Total operating lease liabilities	35,450	63,988
Finance lease liabilities, current	62	271
Operating and finance lease liabilities and other liabilities associated with assets held for sale or classified as discontinued operations	0	5,036
Finance lease liabilities, non-current	1,489	3,989
Total finance lease liabilities	1,551	9,296
Total lease liabilities	$ 37,001	$ 73,284

v3.23.2

LEASES - Schedule of Lease Costs and Activity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease cost
Operating lease cost	$ (3,503)	$ 5,224	$ 5,738	$ 7,386
Finance lease amortization	46	0	132	0
Finance lease interest	159	0	268	0
Short-term lease cost	127	253	295	1,085
Variable lease cost	291	191	746	376
Sublease income	(774)	0	(1,015)	0
Total lease cost	$ (3,654)	$ 5,668	6,164	8,847
Cash paid for amounts included in the measurement of operating lease liabilities
Operating leases - Operating cash flows			7,076
Finance leases - Operating cash flows			2,927
Finance leases - Financing cash flows			183	$ 0
Operating leases			19,426
Finance leases			$ 6,857
Weighted average remaining lease term - operating leases (in years)	5 years 3 months 3 days		5 years 3 months 3 days
Weighted average discount rate - operating leases	7.92%		7.92%
Weighted average remaining lease term - finance leases (in years)	13 years 2 months 1 day		13 years 2 months 1 day
Weighted average discount rate - finance leases	11.21%		11.21%

v3.23.2

LEASES - Schedule of Operating Lease Liabilities by Maturity Date and Finance Lease, Liability, Fiscal Year Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Operating Leases
2023	$ 3,693
2024	8,437
2025	7,847
2026	7,778
2027	7,764
Thereafter	8,679
Total minimum lease payments	44,198
Less: Imputed interest	8,748
Total lease liabilities	35,450	$ 63,988
Finance Leases
2023	134
2024	195
2025	200
2026	206
2027	211
Thereafter	2,176
Total minimum lease payments	3,122
Less: Imputed interest	1,571
Total lease liabilities	$ 1,551	$ 9,296

v3.23.2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Schedule of Capitalized Website and Internal-Use Software Development Costs, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized website domain costs – nonamortizable	$ 385	$ 385
Capitalized website and internal-use software development costs – amortizable	14,798	12,294
Less: accumulated amortization	(5,928)	(2,022)
Capitalized website and internal-use software development costs, net	$ 9,255	$ 10,657

v3.23.2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of capitalized software development costs	$ 1.1	$ 2.1	$ 5.0	$ 3.5
Weighted-average amortization period (in years)			1 year 2 months 8 days

v3.23.2

CAPITALIZED WEBSITE AND INTERNAL-USE SOFTWARE COSTS, NET - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 1,728
2024	3,449
2025	2,348
2026	260
Development in progress	1,085
Total amortizable costs	8,870
Nonamortizable costs	385	$ 385
Capitalized website and internal-use software development costs, net	$ 9,255	$ 10,657

v3.23.2

GOODWILL (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 11, 2022	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 2,070,000	$ 2,070,000	$ 2,070,000
Impairment loss		$ 0	$ 500,000	$ 0
Retail
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 2,500,000
Fair Dealer Services, LLC
Finite-Lived Intangible Assets [Line Items]
Merger Consideration	15,378,000
Prepaid expenses and other current assets	154,000
Intangible assets acquired	12,700,000
Goodwill	$ 2,524,000

v3.23.2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Liability for vehicles acquired under OEM program	$ 907,000	$ 0
Accrued payroll related costs	3,539,000	14,048,000
Provision for DMV refunds	1,235,000	1,080,000
Accrued sales taxes	973,000	3,957,000
Class A common stock subject to repurchase liability, current	27,000	44,000
Interest payable	960,000	960,000
Provision for sales returns and cancellations	2,460,000	4,304,000
Other accrued expenses	6,425,000	9,479,000
Total accrued expenses and other current liabilities	16,526,000	$ 33,872,000
Acquired inventory, amount paid in excess of acquisition cost, percentage		50.00%
Accrued expenses associated with a long-lived asset disposal group	$ 0	$ (100,000)

v3.23.2

BORROWINGS (Details)						3 Months Ended		6 Months Ended
	Jun. 13, 2023 USD ($)	May 16, 2023	Feb. 07, 2023 USD ($)	Dec. 09, 2021 USD ($)	May 27, 2021 USD ($) trading_day business_day $ / shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	May 11, 2022 USD ($)	May 24, 2021 $ / shares
Line of Credit Facility [Line Items]
Share price (in dollars per share) | $ / shares												$ 66.10
Grace period with respect to the interest payment due		30 days
Senior Notes Due May 11, 2025
Line of Credit Facility [Line Items]
Deferred borrowing cost amortization expense						$ 200,000		$ 400,000
Deferred costs							$ 100,000		$ 100,000
Senior Notes Due May 11, 2025 | Senior Notes
Line of Credit Facility [Line Items]
Stated interest rate						6.00%		6.00%			6.00%
Outstanding principal amount											$ 20,000,000
Deferred borrowing cost amortization expense								$ 1,600,000
Deferred costs						$ 100,000		100,000
Contractual interest expense						300,000	200,000	600,000	200,000
Senior Notes Due May 11, 2025 | Senior Notes | Estimate of Fair Value Measurement
Line of Credit Facility [Line Items]
Convertible debt, fair value						$ 4,400,000		$ 4,400,000
Convertible Senior Notes Due 2026 | Convertible Notes
Line of Credit Facility [Line Items]
Stated interest rate					4.75%	4.75%		4.75%
Outstanding principal amount					$ 150,000,000
Deferred borrowing cost amortization expense						$ 300,000	300,000	$ 600,000	600,000
Contractual interest expense						1,800,000	$ 1,800,000	3,600,000	$ 3,600,000
Redemption, threshold trading days | trading_day					40
Redemption, principal amount to remain outstanding					$ 50,000,000
Unamortized deferred borrowing costs						$ (3,900,000)		$ (3,900,000)
Effective rate						5.73%		5.73%
Interest paid on debt	$ 3,600,000
Convertible Senior Notes Due 2026 | Convertible Notes | 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 Senior Notes Due 2026 | Convertible Notes | 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 Senior Notes Due 2026 | Convertible Notes | Debt Instrument, Convertible, Period One
Line of Credit Facility [Line Items]
Conversion ratio					11.8654
Conversion price (in dollars per share) | $ / shares					$ 84.28
Conversion premium					27.47%
Convertible Senior Notes Due 2026 | Convertible Notes | Debt Instrument, Convertible, Period Two
Line of Credit Facility [Line Items]
Conversion ratio					15.1284
Convertible Senior Notes Due 2026 | Convertible Notes | Estimate of Fair Value Measurement
Line of Credit Facility [Line Items]
Convertible debt, fair value						$ 16,500,000		$ 16,500,000
Ally Flooring Line of Credit | Line of Credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 75,000,000	$ 100,000,000
Period vehicles held in inventory			150 days	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%
Weighted average interest rate								10.00%
Outstanding under credit facility						14,400,000		$ 14,400,000		$ 24,800,000
Unused borrowing capacity						$ 60,600,000		$ 60,600,000		$ 75,200,000
Ally Flooring Line of Credit | Line of Credit | Revolving Credit Facility | Prime Rate
Line of Credit Facility [Line Items]
Basis spread on variable rate			1.75%	1.50%

v3.23.2

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 30, 2023	Mar. 17, 2023	Mar. 06, 2023	Dec. 31, 2022	Oct. 13, 2020	Oct. 12, 2020
Other Commitments [Line Items]
Possible loss related to claim (up to)	$ 4.0
Common stock, authorized (in shares)	500,000,000			500,000,000
Common stock, par value (in dollars per share)	$ 0.0001			$ 0.0001
Class A Common Stock
Other Commitments [Line Items]
Common stock, authorized (in shares)		500,000,000	50,000,000		500,000,000	50,000,000
Common stock, par value (in dollars per share)		$ 0.0001

v3.23.2

STOCKHOLDERS' DEFICIT (Details)							6 Months Ended
	Apr. 19, 2023 USD ($) trading_day	Mar. 07, 2023	Dec. 07, 2022	Oct. 04, 2022 trading_day $ / shares	May 06, 2022 USD ($) $ / shares	May 27, 2021 USD ($) $ / shares	Jun. 30, 2023 USD ($) trading_day $ / shares shares	Mar. 17, 2023 $ / shares	Dec. 31, 2022 $ / shares	May 24, 2021 $ / shares
Class of Warrant or Right [Line Items]
Nasdaq listing rule, bid price requirement | $	$ 35,000,000
Nasdaq listing rule, bid price requirement, grace period (in days)	180 days			180 days
Stockholders' equity, stock split, conversion ratio		0.1
Common stock, par value (in dollars per share)							$ 0.0001		$ 0.0001
Shares issued, if threshold percentage of stock price trigger (in dollars per share)										$ 66.10
CarLotz, Inc.
Class of Warrant or Right [Line Items]
Warrant exercise price (in dollars per share)							$ 163.06
CarLotz, Inc. | Public Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase Class A common stock outstanding (in shares) | shares							718,342
CarLotz, Inc. | Earnout Shares
Class of Warrant or Right [Line Items]
Warrants to purchase Class A common stock outstanding (in shares) | shares							0
Additional contingent earnout shares (in shares) | shares							489,841
CarLotz, Inc. | Earnout Shares | Tranche One
Class of Warrant or Right [Line Items]
Shares issued, if threshold percentage of stock price trigger (in dollars per share)							$ 177.24
Award forfeiture date, number of consecutive trading days | trading_day							20
Award forfeiture date, number of consecutive trading days period | trading_day							30
Award forfeiture date, earnout period, release of shares							50.00%
CarLotz, Inc. | Earnout Shares | Tranche Two
Class of Warrant or Right [Line Items]
Shares issued, if threshold percentage of stock price trigger (in dollars per share)							$ 212.69
Award forfeiture date, number of consecutive trading days | trading_day							20
Award forfeiture date, number of consecutive trading days period | trading_day							30
Award forfeiture date, earnout period, release of shares							50.00%
CarLotz, Inc. | Earnout Shares | Tranche Three
Class of Warrant or Right [Line Items]
Shares issued, if threshold percentage of stock price trigger (in dollars per share)							$ 141.80
CarLotz, Inc. | Private Warrants
Class of Warrant or Right [Line Items]
Warrants to purchase Class A common stock outstanding (in shares) | shares							428,385
Controlled Equity Offering Sales Agreement
Class of Warrant or Right [Line Items]
Common stock, par value (in dollars per share)					$ 0.0001
Sale of stock, consideration received on transaction | $					$ 150,000,000
Sale of stock, commission on gross consideration received on transaction					3.00%
Call Option
Class of Warrant or Right [Line Items]
Cap price for capped call transactions (in dollars per share)						$ 148.725
Cap price for capped call transactions premium						125.00%
Net proceeds from offering | $						$ 28,400,000
Hypothetical capped call settlement value, cash settlement amount | $							$ 0
Capped call volume weighted average price (in dollars per share)							$ 84.30
Capped call threshold number of consecutive trading days | trading_day							40
Class A Common Stock
Class of Warrant or Right [Line Items]
Nasdaq listing rule, minimum bid price (in dollars per share)				$ 1.00
Common stock, par value (in dollars per share)								$ 0.0001
Maximum
Class of Warrant or Right [Line Items]
Number of consecutive business days | trading_day	30			30
Stockholders' equity, stock split, conversion ratio			0.1
Minimum
Class of Warrant or Right [Line Items]
Nasdaq listing rule, re-compliance bid price period (in consecutive trading days) | trading_day	10			10
Stockholders' equity, stock split, conversion ratio			0.2

v3.23.2

SEGMENT INFORMATION - Narrative (Details)	6 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

v3.23.2

SEGMENT INFORMATION - Schedule of Reportable Segments Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue from external customers	$ 47,258	$ 223,733	$ 101,367	$ 443,312
Segment gross profit (loss)	3,112	11,878	6,278	22,665
Operating Segments
Segment Reporting Information [Line Items]
Revenue from external customers	47,258	223,733	101,367	443,312
Segment gross profit (loss)	3,112	11,878	6,278	22,665
Operating Segments | Retail
Segment Reporting Information [Line Items]
Revenue from external customers	44,952	204,201	95,513	395,993
Segment gross profit (loss)	3,135	12,506	7,063	23,433
Operating Segments | Wholesale
Segment Reporting Information [Line Items]
Revenue from external customers	2,306	19,532	5,854	47,319
Segment gross profit (loss)	$ (23)	$ (628)	$ (785)	$ (768)

v3.23.2

SEGMENT INFORMATION - Schedule of Reconciliation of Reportable Segment Gross Profit (Loss) to Net Loss and Comprehensive Loss Attributable to Common Stockholders (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit (loss)	$ 3,112	$ 11,878	$ 6,278	$ 22,665
Selling, general and administrative expenses	(22,643)	(58,744)	(65,234)	(122,281)
Depreciation and amortization	(1,928)	(2,459)	(6,327)	(4,139)
Loss on impairment	(1,340)	0	(2,270)	0
Interest and other expense, net	(2,700)	(2,846)	(5,493)	(5,424)
Loss before income taxes	(25,499)	(52,171)	(73,046)	(109,179)
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment gross profit (loss)	$ 3,112	$ 11,878	$ 6,278	$ 22,665

v3.23.2

STOCK-BASED COMPENSATION PLANS - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				2,096,082
Number of shares that vest (in shares)		2,331,658		2,331,658		486,054
Stock-based compensation expense		$ 1,300	$ 4,900	$ 2,600	$ 9,100
Stock-based compensation capitalized to internal-use software		100	$ 300	304	$ 662
Unrecognized stock-based compensation expense		$ 10,700		$ 10,700
Unrecognized stock-based compensation expense, weighted average period of recognition				2 years 4 months 9 days
Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award contractual term (in years)				10 years
Stock options | 2020 Omnibus Equity Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award contractual term (in years)				10 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				30 months
Granted (in shares)	1,900,000
Number of shares that vest (in shares)		760,000		760,000
Restricted stock units | Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares that vest (in shares)		190,000		190,000
Minimum | Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				4 years
Minimum | Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price which will trigger vesting of shares (in dollars per share)				$ 2.00
Maximum | Stock options | 2014 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				5 years
Maximum | Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Closing price which will trigger vesting of shares (in dollars per share)				$ 9.25

v3.23.2

STOCK-BASED COMPENSATION PLANS - Schedule of Employee and Non-Employee Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	519,323
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(6,428)
Cancelled (expired) (in shares)	(123,322)
Ending balance (in shares)	389,573	519,323
Exercisable at period end (in shares)	387,570
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 26.02
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	31.98
Cancelled (expired) (in dollars per share)	68.44
Ending balance (in dollars per share)	12.49	$ 26.02
Weighted average exercise price, exercisable at period end (in dollars per share)	$ 12.42
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Weighted average remaining contractual life, outstanding	5 years 7 months 6 days	4 years 11 months 12 days
Weighted average remaining contractual life, exercisable at period end	5 years 7 months 2 days
Aggregate intrinsic value, outstanding	$ 1	$ 1
Aggregate intrinsic value, exercisable at period end	$ 1

v3.23.2

STOCK-BASED COMPENSATION PLANS - Schedule of Employee and Non-Employee Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	486,054
Granted (in shares)	2,096,082
Vested (in shares)	(116,955)
Forfeited (in shares)	(133,523)
Ending balance (in shares)	2,331,658	486,054
Vested and unreleased (in shares)	3,164
Outstanding at period end (in shares)	2,334,822
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 29.30
Granted (in dollars per share)	2.02
Vested (in dollars per share)	26.37
Forfeited (in dollars per share)	15.79
Ending balance (in dollars per share)	$ 5.68	$ 29.30
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 6 months 29 days	1 year 3 days
Aggregate intrinsic value, outstanding	$ 5,060	$ 724

v3.23.2

RELATED PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands		1 Months Ended	6 Months Ended
	Sep. 30, 2018 USD ($) tranche $ / shares shares	Oct. 31, 2019 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Feb. 28, 2023 USD ($)	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Proceeds from disgorgement of stockholders' short-swing profits			$ 75	$ 0
Warrant Shares, Tranche Five
Related Party Transaction [Line Items]
Issuance of warrants upon achievement of milestones		$ 4,300
Lithia Motors, Inc.
Related Party Transaction [Line Items]
Wrote off remaining prepaid asset					$ 500
Lithia Motors, Inc. | Affiliated Entity
Related Party Transaction [Line Items]
Agreement term (in years)	5 years
Deferred asset, gross	$ 3,200
Amortization period	5 years
Deferred asset, amortization expense			100	300
Deferred asset, net			0			$ 600
Accounts payable			200			$ 200
Lithia Motors, Inc. | Affiliated Entity | Warrant Shares
Related Party Transaction [Line Items]
Number of shares called by warrants | shares	8,666,154
Warrant exercise price (in dollars per share) | $ / shares	$ 0.10
Total number of tranches warrants become exercisable | tranche	6
Number of potential shares exercisable per tranche | shares	1,444,359
Lithia Motors, Inc. | One-Sided Marketplace (OSM) Agreement | Related Party
Related Party Transaction [Line Items]
Revenue from related party			$ 0	$ 4,700
Lithia Motors, Inc. | Substance Upfront Payment | Affiliated Entity
Related Party Transaction [Line Items]
Deferred asset, gross	$ 2,800
Lithia Motors, Inc. | Substance Upfront Payment, Recorded In Other Non-Current Assets | Affiliated Entity
Related Party Transaction [Line Items]
Deferred asset, gross	$ 400

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS - Narrative (Details)			3 Months Ended		6 Months Ended		12 Months Ended
	Feb. 02, 2023 USD ($) retail_location	Jul. 22, 2022 position	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) retail_location	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Loss on impairment			$ 1,300,000		$ 2,300,000
Restructuring and related cost, number of positions eliminated, percentage					42.00%
Restructuring charges			0		$ 900,000
Proceeds from commutation of reinsurance contracts					187,000	$ 0
Gain (loss) on sale and disposal			5,800,000		2,700,000
Gross purchase price			3,112,000	$ 11,878,000	6,278,000	22,665,000
Orange Peel Protections Reinsurance, Ltd.
Restructuring Cost and Reserve [Line Items]
Proceeds from commutation of reinsurance contracts					$ 200,000
Orange Grove and Retail Locations
Restructuring Cost and Reserve [Line Items]
Number of retail locations sold during the period | retail_location					3
Retail revenue, net | Orange Grove and Retail Locations
Restructuring Cost and Reserve [Line Items]
Gain (loss) on sale and disposal							$ 0
Discontinued Operations, Disposed of by Means Other than Sale, Exchange | Orange Peel Protections Reinsurance, Ltd.
Restructuring Cost and Reserve [Line Items]
Gain (loss) on sale and disposal					$ (100,000)
Discontinued Operations, Held-for-sale | Retail revenue, net
Restructuring Cost and Reserve [Line Items]
Number of retail locations sold during the period | retail_location	3
Gross purchase price	$ 1,500,000
Restructuring Plan, July 22, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and related cost, number of positions eliminated, percentage		60.00%
Restructuring charges			$ 0	$ 0	$ 0	$ 0
Restructuring and related cost, number of positions eliminated | position		650

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS - Schedule of Restructuring Charges and Reconciliation of Restructuring Liability (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Balance at December 31, 2022	$ 794
Accruals and accrual adjustments	0
Cash payments	(311)
Balance at June 30, 2023	$ 483

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS - Discontinued Operations, Loss on Sale and Net Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross purchase price	$ 3,112	$ 11,878	$ 6,278	$ 22,665
Loss on disposal	5,800		2,700
ASSETS
Property and equipment, net	1,823		1,823		$ 6,797
Inventory	24,007		24,007		40,925
Operating lease assets	16,460		16,460		44,568
Finance lease assets, net	72		72		152
Total assets	110,089		110,089		248,018
Liabilities
Operating lease liabilities	35,450		35,450		63,988
Finance lease liabilities	1,551		1,551		9,296
Total liabilities	240,845		240,845		$ 307,804
Discontinued Operations, Disposed of by Sale for the Three Months Ended
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net assets sold	(2,014)
Loss on disposal	(520)
ASSETS
Property and equipment, net	2,028		2,028
Inventory	0		0
Security deposits	0		0
Operating lease assets	1,650		1,650
Finance lease assets, net	173		173
Total assets	3,851		3,851
Liabilities
Operating lease liabilities	1,663		1,663
Finance lease liabilities	173		173
Total liabilities	1,836		1,836
Net assets sold	2,014		2,014
Discontinued Operations, Disposed of by Sale for the Six Months Ended
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net assets sold			(2,834)
Loss on disposal			(906)
ASSETS
Property and equipment, net	2,334		2,334
Inventory	606		606
Security deposits	57		57
Operating lease assets	3,227		3,227
Finance lease assets, net	173		173
Total assets	6,397		6,397
Liabilities
Operating lease liabilities	3,389		3,389
Finance lease liabilities	173		173
Total liabilities	3,562		3,562
Net assets sold	2,834		2,834
Retail revenue, net | Discontinued Operations, Disposed of by Sale for the Three Months Ended
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross purchase price	$ 1,494
Retail revenue, net | Discontinued Operations, Disposed of by Sale for the Six Months Ended
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross purchase price			$ 1,928

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS - Schedule of Information Regarding Components of Loss From Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	$ 47,258	$ 223,733	$ 101,367	$ 443,312
Cost of sales	44,146	211,855	95,089	420,647
Gross (loss)/profit	3,112	11,878	6,278	22,665
Selling, general and administrative expenses	22,643	58,744	65,234	122,281
Loss on disposal	1,340	0	2,270	0
Depreciation and amortization	1,928	2,459	6,327	4,139
Total operating expenses	25,911	61,203	73,831	126,420
(Loss)/gain from operations	(22,799)	(49,325)	(67,553)	(103,755)
Interest and other expense, net	(2,700)	(2,846)	(5,493)	(5,424)
(Loss)/gain from discontinued operations	(422)	0	(917)	0
Discontinued Operations, Disposed of by Sale
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	618		4,201
Cost of sales	355		3,567
Gross (loss)/profit	263		634
Selling, general and administrative expenses	165		621
Loss on disposal	520		906
Depreciation and amortization	0		20
Total operating expenses	685		1,547
(Loss)/gain from operations	(422)		(913)
Interest and other expense, net	0		4
(Loss)/gain from discontinued operations	(422)		(917)
Depreciation and amortization, inclusive of depreciation in cost of sales	101		219
Retail revenue, net
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	43,223	194,981	92,132	378,062
Retail revenue, net | Discontinued Operations, Disposed of by Sale
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	365		2,488
Other revenue, net
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	1,729	9,220	3,381	17,931
Other revenue, net | Discontinued Operations, Disposed of by Sale
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	165		435
Wholesale vehicle revenue
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	2,306	$ 19,532	5,854	$ 47,319
Wholesale vehicle revenue | Discontinued Operations, Disposed of by Sale
Net Income (Loss) Attributable to Parent [Abstract]
Total revenue	$ 88		$ 1,278

v3.23.2

IMPAIRMENT, RESTRUCTURING AND DISCONTINUED OPERATIONS - Schedule of Assets and Liabilities Held for Sale and Discontinued Operations (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Discontinued Operations:
Accounts receivable, net	$ 3,943	$ 4,558
Prepaid expenses and other current assets	6,357	7,657
Property and equipment, net	1,823	6,797
Operating lease assets	16,460	44,568
Finance lease assets, net	72	152
Total assets	110,089	248,018
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Accounts payable	8,423	12,085
Accrued expenses and other current liabilities	16,526	33,872
Operating lease liabilities	35,450	63,988
Finance lease liabilities	1,551	9,296
Other non-current liabilities	51	111
Total liabilities	240,845	307,804
Discontinued Operations, Held-for-sale
Held for sale:
Operating lease assets	12,492	5,634
Finance lease assets, net	0	3,960
Discontinued Operations:
Total held for sale assets	12,492	9,594
Real Estate Liabilities Associated with Assets Held for Development and Sale [Abstract]
Operating lease liabilities	15,772	6,016
Finance lease liabilities	0	4,843
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Total held for sale liabilities	15,772	10,859
Discontinued Operations, Disposed of by Sale
Discontinued Operations:
Accounts receivable, net	0	689
Prepaid expenses and other current assets	0	226
Property and equipment, net	0	2,584
Operating lease assets	0	3,938
Finance lease assets, net	0	195
Total assets	0	7,632
Total held for sale assets	12,492	17,226
Disposal Group, Including Discontinued Operation, Liabilities [Abstract]
Accounts payable	0	70
Accrued expenses and other current liabilities	0	101
Operating lease liabilities	0	4,122
Finance lease liabilities	0	193
Other non-current liabilities	0	87
Total liabilities	0	4,573
Total held for sale liabilities	$ 15,772	$ 15,432

v3.23.2

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ (145)	$ 27	$ (90)	$ 68

v3.23.2

NET LOSS PER SHARE - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (25,776)	$ (48,097)	$ (52,198)	$ (57,048)	$ (73,873)	$ (109,247)
Net loss, basic	(25,776)		(52,198)		(73,873)	(109,247)
Net loss, diluted	$ (25,776)		$ (52,198)		$ (73,873)	$ (109,247)
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares)	16,954,995		8,095,278		16,936,636	7,990,264
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares)	16,954,995		8,095,278		16,936,636	7,990,264
Net loss per share, basic (in dollars per share)	$ (1.52)		$ (6.45)		$ (4.36)	$ (13.67)
Net loss per share, diluted (in dollars per share)	$ (1.52)		$ (6.45)		$ (4.36)	$ (13.67)

v3.23.2

NET LOSS PER SHARE - Schedule of Potentially Dilutive Shares not included in the Calculation of Diluted Shares Outstanding (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	6,141,331	3,121,085
Escrow Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	300,010
Public and private warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,146,727	0
Earnout Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	489,841	0
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,779,834	1,779,834
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	389,573	149,197
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	2,334,822	888,808
Contingently repurchasable early exercise shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	534	3,236

v3.23.2

SUBSEQUENT EVENTS (Details) $ in Thousands					3 Months Ended	6 Months Ended
	Aug. 11, 2023 USD ($)	Jul. 29, 2023 USD ($)	Jul. 14, 2023 USD ($)	Jul. 11, 2023 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Aug. 07, 2023 director	Feb. 07, 2023 USD ($)	Dec. 09, 2021 USD ($)
Subsequent Event [Line Items]
Restructuring and related cost, number of positions eliminated, percentage						42.00%
Restructuring charges					$ 0	$ 900
Subsequent Event
Subsequent Event [Line Items]
Number of directors in the board after resignations of foregoing directors | director							7
Number of directors vacancies in the board after resignations of foregoing directors | director							3
Number Of Directors In Class One Category | director							2
Number of directors in class II category | director							3
Number of directors in class III category | director							2
Subsequent Event | 2023 Restructuring Plan
Subsequent Event [Line Items]
Restructuring and related cost, number of positions eliminated, percentage				34.00%
Restructuring charges				$ 900
Subsequent Event | Transition and Separation Agreement | Employee Severance
Subsequent Event [Line Items]
Restructuring and related cost, payable		$ 400
Restructuring and related cost, payable effective days		30 days
Restructuring and related cost, payable of insurance premium		18 months
Subsequent Event | Separation and General Release Agreement | Employee Severance
Subsequent Event [Line Items]
Restructuring and related cost, payable	$ 361
Restructuring and related cost, payable effective days	30 days
Restructuring and related cost, payable of insurance premium	6 months
Revolving Credit Facility | Ally Flooring Line of Credit | Line of Credit
Subsequent Event [Line Items]
Maximum borrowing capacity								$ 75,000	$ 100,000
Revolving Credit Facility | Ally Flooring Line of Credit | Line of Credit | Subsequent Event
Subsequent Event [Line Items]
Maximum borrowing capacity			$ 30,000
Minimum cash balance requirement with the Lender to be an amount equal to the lesser on credit line			30.00%
Minimum cash balance requirement with the Lender to be an amount equal to the lesser of total outstanding principal balance			100.00%

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