Shift Technologies Inc (SFT) 2022 Q2 法說會逐字稿

Good day, and welcome to the Shift Technologies Second Quarter 2022 Earnings Conference Call. (Operator Instructions) Please note that this event is being recorded. I would now like to turn the conference over to Henry Bird, VP of Strategy. Please go ahead, sir.

Good afternoon, and welcome to the Shift Technologies Second Quarter 2022 Earnings Call. Joining me on the call today is CEO, George Arison; President, Jeff Clementz; and CFO, Oded Shein.

During our remarks, we will make some forward-looking statements, which represent our current judgment on what the future may hold. While we believe these judgments are reasonable, these forward-looking statements are not guarantees of future performance and involve certain assumptions, risks and uncertainties. Actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statement. Please refer to our filings with the SEC for a full discussion of the factors that may affect any forward-looking statements.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise after this conference call. During the course of the call, we will be referring to non-GAAP measures as defined and reconciled in our earnings materials. With that said, I will now turn the call over to George.

Thank you, Henry, and good afternoon, everyone. Thank you all for joining us today. We certainly have a lot of information to cover today as there are meaningful changes happening at Shift. I will touch on our pending merger with CarLotz, our new strategic plan and our CEO transition. Jeff will go into more details later in the call on major business changes we are enacting and how they inter-relate with the CarLotz transaction.

Shift's vision is to be the end-to-end destination for car ownership. We're working towards achieving that vision, both by internally building a great technology platform that customers love and by opportunistically adding valuable assets through M&A (inaudible) as we did when we acquired Fair's Dealer marketplace technology.

First, CarLotz Merger. As a step that ties directly into our broader vision strategy, I'm extremely excited today to be announcing that we have entered into a definitive agreement to merge with CarLotz, a leading consignment retail and used vehicle marketplace. Shift is the acquiring party and the successor company in this transaction with a newly updated strategic plan that we will discuss shortly, we will be in a position to pursue a fully funded business plan and achieve profitability in 2024 as a combined company. And with the expected synergies and combined cash position of the merged company, we'll be able to do so without needing to raise additional financing. Oded will cover the specific transaction economics in his section.

The Shift and CarLotz teams have known each other and their respective businesses for quite some time. Indeed, this is not the first time we discussed the possibly of coming together since we've always seen a considerable amount of strategic and cost synergies with the combined entity. In the last several weeks, we also had a chance to get to know Lev his new leadership team as CarLotz. On both sides, we are strongly convinced of the synergetic opportunities and cost savings presented by this merger to drive the combined company to a profitable future without needing additional capital.

Our merger with CarLotz will bring together the best most profitable assets of both companies. Firstly, the 2 businesses have complementary geographic footprints. While Shift's presence is concentrated on the West Coast, CarLotz has built a strong brand and has retail locations in the Mid-Atlantic region. Together, we will cover a much larger geography we are needing to launch and scale in new markets. Secondly, we see a massive opportunity to leverage Shift's proprietary inventory acquisition engine as well as our self-service online checkout at CarLotz stores to drive cost efficiencies at our at-home delivery offering and make them significant profit centers.

As we are building, our dealer marketplace has a potential to leverage CarLotz's geographic presence to quickly scale this business to the East Coast. As with any merger, we anticipate a significant amount of duplicative costs, costs between the 2 businesses, especially SG&A and we seek to maximize efficiencies in the go-forward company.

Notably, we believe the combined cash position of both companies will enable us to fully fund our updated business plan. Second, updated business plan. Today, we are also announcing an updated business plan for which I will provide some initial context and Jeff will discuss in greater detail shortly. I've always believed in Shift to believe we capitalize on the massive market opportunity and become sustainably profitable, leading player in the used automotive retail, and our merger with CarLotz only augments this condition.

However, over the last several months, as we spent time and (inaudible) on potential and current investors, it became apparent that our growth plan, which estimated achieving profitability at roughly 100,000 units in 2025 will be extremely difficult to finance in the current market environment. We needed to come up with an alternative plan that accelerates profitability with significantly lower volume and lower cash burn. To this end, we have developed a revised plan for the Shift core business, which management and our Board of Directors are excited about. Notably, this plan will allow us to achieve fully positive unit economics, inclusive of marketing spend in 2023 and combined company-wide breakeven EBITDA in 2024.

I would note that any synergies that we will recognize from the merger of CarLotz will be accretive to this plan. That said, implementing these changes come with [a toll], including the need to eliminate roles across our corporate teams and in our hub locations. For this reason, this decision to pursue this strategy was very difficult, perhaps the hardest one I've faced in my 9 years as a CEO.

The Board and I are very aware of the impact that this decision has on our team members. I want to express my deep appreciation for all that our effective team members have done over the years for Shift and our customers. I can only which that this decision was not necessary. As Shift's Founder and CEO, I was the responsible party for our growth trajectory and I'm also responsible for the changes that we're making today. This one's on me.

Communication to most of the individuals impacted by this change has already happened. We are committed to supporting them as best we can as they make this difficult transition.

Third, CEO transition. Now I'd like to talk about something that's been in the works for some time and that is a really significant step in our company's life and its future. Last year, Shift's Board of Directors, Tobias and I together, engaged in comprehensive [spot filling] and focused succession planning exercise to help ensure that the company had the right leadership for the long term.

Ideal candidate was an executive with a track record of operational excellence, experience in product leadership and the capacity to deeply understand complex e-commerce marketplace dynamics. It is with this in mind that last year, we hired Jeff Clementz as our President with the hope of eventually seeing him elevated to the CEO role. With the CarLotz merger now is the right time to elevate you up the CEO n role since it is important for the person driving the implementation of our merger and new business strategy to be the CEO for the foreseeable future. To this end, I'm excited to report that as the final step in our leadership discussion exercise, the Board of Directors have appointed Jeff to the role of Chief Executive Officer of Shift effective September 1.

Over the past several quarters, Jeff has proven himself as an outstanding leader with an aptitude for execution. He has a strong skillset necessary to lead Shift at this stage of the company. He has the full support of the Board and myself, and I'm committed to helping them succeed in any way I can.

With this transition, I will maintain my current role on the Board of Directors as Chairman of the Board, and I welcome Jeff as a new member of our Board. With that, I will hand over to the incoming CEO, Jeff Clementz, to further detail the go-forward strategy. Jeff?

Good afternoon, everyone. Thank you, George, for the kind words. I'm humbled to be taking on the role of CEO at this critical juncture. I joined the company because I believe that Shift is building the most customer-centric car buying and selling experience with outstanding technology, operations and a cost-conscious retail mindset. As George touched on earlier, some very difficult decisions needed to be made given our current circumstances. And I would also like to thank our departing teammates for their contributions.

I'd like to note that the changes I'll discuss shortly are for the core stand-alone Shift business as part of our strategy focus on the strongest, most profitable aspects of our business and create a viable path to profitability. Our counterparts at CarLotz previously announced that they are also executing on their own profitability focused plan. This means that upon close of the merger, expected towards the end of the year, we will truly be able to bring together 2 strong businesses.

Now to the stand-alone Shift business strategy changes. First, we will be streamlining our sales channels to focus on our online checkout channel, which is our most profitable channel. Notably, this means that we will be eliminating test drives for the foreseeable future. While the test drive element has been a differentiator for Shift, increasingly, we've seen that consumers are opting for a true e-commerce offering where they can shop and purchase a vehicle online. This change allows us to focus our efforts on optimizing this channel so we can achieve unit economic profitability next year.

Secondly, we will continue to optimize inventory mix and assortment to favor value vehicles, which we define as vehicles older than 8 years or over 80,000 miles. Over the past few months, we've already begun this transition. As we talked about before, value vehicles typically have more favorable front-end GPU than our core cars and also sell just as well in our online checkout channel as they do via test drives.

We are also cognizant that customers are seeking out more value during the time of macroeconomic uncertainty and rising interest rates. Our current recon capacity and the process improvements that the team has made over the past year makes us confident that we will be able to handle value mix of more than 50% based on consumer demand.

Third, we are refocusing our physical footprint to our core West Coast markets by rationalizing our 10 hubs to 3, our Bay Area hub in Oakland, Los Angeles and Portland. We've built a great foundation on the West Coast, and there's still opportunity to grow significant market share. Optimizing our hub footprint will also enable us to leverage marketing dollars more efficiently and simplify and optimize operational processes. However, this will not change our service area or the customers were able to reach.

Our online checkout channel enables us to ship cars to any customer in the United States. Since we launched this offering, we've actually sent vehicles to customers in almost 50 states. What this means we'll be exiting our physical footprint in Texas, it doesn't close the door to geographic expansion in the future. These actions are simply part of an overall strategy to simplify the business and focus on profitability. As George mentioned above, Carlo's footprint will enable profitable geographic expansion.

Fourth, we are eliminating a significant number of positions across the business in both frontline roles and our corporate organization. While this was necessary to drive profitability and extend liquidity, I want to express how difficult and painful of a decision this was to business leaders who have hiring needs and come across applicants with Shift on their resumes, know you're getting a candidate who is willing to roll up their sleeves and get the job done.

Lastly, we will continue to build and grow our marketplace business. In Q2, we launched a beta version of the Shift marketplace powered by Fair with a significant number of inventory listings from our dealer partners in the Greater Los Angeles area. The team continues to build out the shopping experience and will add additional F&I partners and customer shopping options.

We continue to be excited about the dealer marketplace model and believe it can become a significant contributor to Shift's future success. We expect that these cost reduction initiatives will result in a reduction of annualized SG&A expense by approximately $80 million for the company. We believe we will be able to achieve positive unit economics in 2023, inclusive of CAC and breakeven EBITDA in 2024.

This will be accomplished through GPU expansion from a higher mix value vehicles, which are about 55% more profitable than our core cars, selling cars costs in our online checkout channel that are about 40% lower than our in-person selling model and significantly reduced G&A going forward. You can find more detail on drivers of our GPU expansion and cost levers in the presentation on our Investor Relations website.

As I mentioned earlier, CarLotz's team is also executing upon their own path to profitability, focused on driving the retail locations to positive contribution. As they pursue this objective, Shift's proprietary inventory acquisition engine will provide CarLotz with unique, value-focused, margin-rich inventory and our e-commerce at-home delivery offering will expand their geographic reach of their stores.

Their profitable stores, combined with our strategy to drive our online checkout channel to the positive unit economics in 2023 will create a true omnichannel offering that is self-sustainable without needing additional capital. I look forward to working with the CarLotz team as they pursue their strategic objectives and bringing our teams together once we complete the merger later this year.

Going forward, our new strategic priorities are the following: first, achieve positive unit economics from GPU expansion and leverage in selling and marketing, while tightly controlling G&A expenses; two, increase penetration in our West Coast markets to grow e-commerce units sold; three, scale our marketplace business to become a significant profit center; and four, integrate the shift in CarLotz's businesses upon the close of the merger to create a profitable, leading used auto retailer. Now I will hand the call over to Oded to review the financial results and guidance. Oded?

Thank you, George and Jeff, and good afternoon. I will start with our strong second quarter results. Our team continued to execute well despite facing macro headwinds in a strong economy, including rising interest rates and elevated gas prices. Our second quarter adjusted results mostly came in within our guidance with F&I continuing to be a highlight. We are also able to successfully manage a higher mix into value vehicles, which we have continued to see strong demand for. Total revenue for the second quarter grew to $224 million, an increase of 45% versus the prior year period, while e-commerce units sold grew to 6,872 up 17% year-over-year.

Adjusted gross profit per unit reached 1,821 in the quarter versus 2,826 last year and 1,681 in Q1 of this year. This was within our expectation and provided guidance range. And please recall that the second quarter of last year benefited from steep price appreciation rather than the depreciation that the industry normally sees. Other gross profit per unit, which is mostly F&I, continued to be strong at 1,364, 53% higher than last year due to both increasing profitability per F&I product sold and improving attachment rate.

SG&A expenses were $58.7 million or 26.3% of revenue versus $48.1 million or 31.1% of revenue last year and $63.5 million or 28.9% of revenue in the first quarter. Adjusted EBITDA loss for the quarter was $36.8 million, better than the provided guidance range. The adjusted EBITDA loss rate of 16.5% compared to 21.2% loss rate in the first quarter. The improvement in adjusted EBITDA margin reflects continued operating leverage and the focus on cost reduction.

We ended Q2 with a total cash balance of $10.3 million. As expected, second quarter cash benefited from the reduction in seasonally elevated first quarter inventories as well as meaningful inflows from accounts receivable collections. Our borrowing on the floor plan was reduced from $100 million in Q1 to $93.1 million in Q2. Notably, total second quarter liquidity comprised of $100 million in cash balances plus $7 million remaining under our flooring facility was approximately unchanged versus the first quarter.

I'd also like to note that in the second quarter, we closed the acquisition of the dealer listing marketplace assets from Fair technology. This transaction was fully funded by a $20 million senior unsecured debt facility from SoftBank. Our financial statements now reflect the accounting for the acquisition and operation of our Marketplace business.

Now turning to guidance. Because Q3 will be a period of transition to our new stand-alone strategy, we will be providing second half and updated 2022 annual guidance. For the second half of the year, we expect revenue to be in the range of $270 million to $290 million and e-commerce units in the range of 8,000 to 10,000. Adjusted GPU is expected to be in the range of $1,500 to $1,700 and adjusted EBITDA loss for the second half is expected to be in the range of $50 million to $55 million or 17% to 20% of revenue.

For the year, our guidance is updated as follows: revenue in the range of $690 million to $710 million and e-commerce units for the full year in the range of 21,000 to 24,000. Adjusted GPU in the range of 1,600 to 1,700 and we expect adjusted EBITDA loss to be in the range of $133 million to $138 million or 18% to 20% of revenue with higher loss in Q3 versus Q4 as we transition into our new strategy.

Now turning to the merger with CarLotz. Based on the merger agreement, Shift's shareholders will own approximately 50.1% of the combined company. We expect the transaction to close late in Q4 of 2022, subject to CarLotz's and his Shift's shareholders' approvals and other customary and regulatory approvals. Due to the timing of the transaction, we do not anticipate that it will have an impact on our 2022 financials; however, we expected the combined company to have a cash position in excess of $125 million at closing. With that, I'll turn it back to George.

Thanks, Oded. This is certainly a bitter-sweet moment for me to close this earnings call, given the mix of very exciting and invigorating as well as sad and difficult decisions that we have spoken about today. While we are certainly cognizant of the impact these business changes will have on our team members, our updated fully funded business strategy and merger with CarLotz will allow us to create a strong future for Shift and control our own destiny.

As for the CEO transition, this is the right move at this stage in my life, and I wouldn't be able to make this decision without knowing the right leader is at the helm of Shift. I started Shift because I knew that the used car market was ripe for disruption, and I have more conviction in that now than ever before. I'm confident in Jeff and our team's ability to successfully integrate CarLotz and drive our company to profitability over the next 2 years without needing additional capital. I want to end by expressing my deep gratitude to those who have been instrumental in building Shift. First and foremost, I want to thank our employees, all the past and current, for all that they have done serving our customers and turning Shift from a concept to a reality.

I also want to thank our investors over the years who put faith into our vision. Lastly, I want to thank the analysts on this call who have come in to know our business. It's been a pleasure working with you, and I know you'll like getting to know Jeff. I have been incredibly fortunate to have had the opportunity to found and building up a company, and it would not have been possible without support from so many. Thank you all. Now I look forward to shift evolution under strong new leadership. With that, operator, please open up the line for questions.

(Operator Instructions) Our first question today will come from Naved Khan with Truist Securities.

Congrats on the merger. Just a few questions and maybe clarification. So you spoke about sort of focusing more on value vehicles as a part of the strategy moving forward. I'm curious as the vehicle age at lots skews to value or something that's newer or if that's going to change. And the other question is just around the omnichannel aspect. So in the areas where CarLotz has a presence, obviously, you have an omnichannel presence. But do you expect to become omnichannel even on the West Coast markets as well.

Thanks, Naved. This is Jeff, and I'll take that question. First, as we outlined in the opening remarks, we do see value of bringing the Shift customer acquisition engine, which does skew towards value, margin-rich value cars to the CarLotz's business. That is one of the key synergies that we've outlined, along with bringing our e-commerce online checkout self-service capabilities to extend the reach of their service area and to drive incremental sales.

In terms of Omni, yes, as I've just mentioned, we will bring our omnichannel technology to CarLotz. In the interim term for the Shift stand-alone plan, we're going to focus all of our energy on the online checkout and delivery or pick up business. as I outlined in the stand-alone plan, we feel like it's important to really focus our energy by simplifying our geographic footprint to the West Coast by focusing on value and increasing our mix to value. And then by focusing on really optimizing unit economics and the selling and fulfillment for our online checkout business. It doesn't mean that in the future, we will not reintroduce that. And certainly, we hope to learn from the CarLotz team and that can be an option in the future. But for now, we will run with that strategy.

Okay. And maybe just on that response, maybe another clarification. So the West Coast markets will not be omnichannel because basically running with the e-commerce offering and CarLotz obviously would have both. Is that fair?

That's exactly right. We started by building the Shift stand-alone plan, which is focused on the online checkout and certainly fueled by the customer acquisition assortment that we have today. CarLotz has been running a different strategy, which is focused on physical stores and physical selling. We will run those strategies in parallel. CarLotz has a plan to achieve breakeven to positive unit economics by the end of this year, early next year, and Shift, as we outlined, has the same plan for our strategy. And so we will then add on the synergies from Shift into the CarLotz's business that I've outlined. And then we will be eliminating duplicate G&A.

(Operator Instructions)

And once again, -- our next question will come from Seth Basham with Wedbush Securities.

I have a couple of follow-up questions on the strategy going forward. It seems like CarLotz lots and have different approaches to disrupt the market, but you're going to maintain those different approaches for the most part. Are there really enough synergies that you outlined that drives a successful merger here?

Let me walk through the logic that we took. So first, Shift stand-alone, we started with the macroeconomic environment that George outlined. And we built a plan that would allow us to achieve profitability at a much smaller scale and with much less capital investment to the tune of $75 million. So we've executed the restructuring that we'll save roughly $80 million per year. Then the second phase of that was to merge with CarLotz, which will bring a minimum of $75 million to fully fund this plan. CarLotz on their own has a plan to achieve their [4-wall] profitability, breakeven profitability by the end of this year. Then we add on the synergies to the CarLotz's business that we think will add incremental margins and drive incremental sales. And then finally, we will eliminate duplicate SG&A costs. All told, that plan will take us to breakeven in 2024.

Got it. And so it's not dependent on any significant volume growth from these levels.

Our full plans to achieve profitability for Shift as a stand-alone was 30,000 units. And then, again, there would be accretive margin from the CarLotz's units that they'll be driving through their stores.

Got it. Okay. And then lastly, as it relates to CarLotz's strategy going forward, there's been an announcement that you're [paying] back some of the store growth. Should we expect that to be the go-forward footprint through 2024?

So we've been impressed by Lev and his team and the strategy that they put in place to really focus the energy of the CarLotz's business, much like we're making the choice to focus the Shift's business on the West Coast. And so that team has a lot of confidence in their go-forward footprint and their ability to drive -- to break even our profitability early next year in each of those stores. So assuming that those stores perform and then we add the synergies on top, then yes, that would be the go-forward footprint.

(Operator Instructions) Next question will come from (inaudible) with Cantor Fitzgerald.

Just on the back half guidance related to the e-commerce units, which is down considerably from the last time you guys provided guidance. Can you just talk us through how much of that is you guys -- or how much of that is related to U.S. coming back maybe on the hubs versus you guys increasing your focus on value vehicles and that mix? Just maybe help me understand the -- how that reduction, what's going through that reduction in guidance?

Sure. The change in the volume has to do with the fact that we have less hubs, meaning we are out of Texas, but that is not a big impact. The biggest impact is that we are moving to an online-only channel. And the channel is more limited from a volume point of view, but as we said, much more profitable. So we're going to spend the third quarter in transitioning from the old strategy to the new, which means closing some of our hubs, consolidating our business into the remaining hubs and shifting to the new strategy. At the same time, we're going to go and rightsize our inventory, which we have already started to do with really good results. So that's why you're going to see a little bit more volume in Q3 as we have a transition. We also had a full month of July with the old strategy. And then the fourth quarter will be much more the pure new strategy.

I'm sorry, just to add that on the value side, we have learned that the online checkout channel has the same penetration of value card for us as it is into the old strategy. So from that point of view, we're not going to see a change. However, with value becoming more prominent in our sales, you're going to see much better unit economics.

Perfect. That's very helpful. And then maybe as you kind of get past this merger, what should we be expecting out of steady state or mature business from a margin standpoint? Is it materially different to what you guys have kind of into that you guys can get to the past?

So it's going to be different from both gross profit and definitely from an SG&A point of view. As for gross profit, we have for a while, laid the course of how we can increase our GPU. We had really good outcomes coming out of even the past couple of quarters with the incredible growth in F&I growing more than 50% year-over-year. So we said, of course, how we get to somewhere between 36,000 to 3,800 GPU by 2024. On top of it, you're going to see a major improvement on the SG&A side. Jeff talked about the cost reduction initiative that we can save $80 million, and it throw out the SG&A, both in G&A, meaning corporate overhead, but most importantly in the selling channel and marketing as we go through the new strategy.

Perfect. Understood.

Our next question will come from Brian Nagel with Oppenheimer.

So obviously a lot of news here for us to digest. Maybe I'll ask a couple of questions and I can maybe merge them together. But the first one, just with respect, I guess, stepping back, the overall operating demand environment, or what you're seeing in the used car business right now, an update there? I mean how has demand progressed through the quarter, particularly in light of some of the challenges out there like still elevated used car pricing? And then second, with respect to the proposed merger with CarLotz, just so I understand it, it goes back to maybe Seth's question a couple of questions ago, is the synergy between CarLotz and then Shift that basically CarLotz will serve as a means to channel more vehicles to Shift to ultimately sell those, I want to make sure if I'm understanding is that simple nature well.

Do you want to take the first question, and I'll take the second?

From a demand point of view, we've seen good demand in the second quarter and actually continued into July, what we are seeing is customers moving down the value curve, meaning there is higher demand for less expensive vehicles that obviously are a function of the economic environment, but people are still -- are buying cars and selling cars to us. A lot of the purchases that we are seeing are necessary for the customers. They are not discretionary. So from that point of view, we think we have an advantage over selling more and more expensive cars.

Great. And then just to double click on the synergies and again, Brian, there's a lot of information. We view it as kind of a stepping stone. So first, CarLotz is already executing and their management team is already putting in place a strategy to get to breakeven in their store. And that gives us a lot of confidence.

We then look at the profitability and the sell-through of those stores increasing the Shift brings to core assets. As you know, Shift has been investing in technology, a technology forward used auto retailer. And through the assets that we're most proud of would be our customer acquisition engine so that we can source margin risk cars, be it value cars or core cars, it is something that really differentiates our business, and we're proud of. So bringing that acquisition engine to the CarLotz stores.

Secondly, our e-commerce engine, which is going to be the full focus of the core Shift business, we believe will drive incrementality to each of the CarLotz stores, incremental sales, broaden their reach, increase their sell-through. Those 2 things we feel are very powerful. And frankly, there is a lot of the premise on which we built the marketplace, especially the second because we bought the Fair marketplace to further enhance our self-service checkout or online checkout. That integration is going exceptionally well. And we think that, that same technology that will help marketplace dealer partners will help and support the growth of CarLotz.

Got it. Okay. That's very helpful. And then maybe just one quick follow-up. So I mean clearly, the shift in the entire used car space, dynamics are very fluid at this point. There's a lot happening. But is there something in particular that is sort of say, driving the timing of this merger?

Well, again, we've gone through a process as the environment has changed to first reset our strategy that would require less capital to become fully funded. The merger with CarLotz allows us to fully fund our plan and then it provides the upside as CarLotz achieves breakeven, we drive the synergies I've discussed, and we eliminate duplicate SG&A and focus on more units across the G&A base that we've established. I would say one other synergy that I think will be in the future that we would love to explore, CarLotz obviously has been a fantastic consignment retailer. We've long been impressed with their partners, their strategic relationships. And we think that there's an opportunity in the future to leverage those. But that's a little bit of future opportunity.

(Operator Instructions) And this will conclude our question-and-answer session, also concluding today's call. We'd like to thank you for attending today's presentation. And at this time, you may now disconnect your lines.