SEC Comment Letter 0000000000-23-005725 to SHIFT TECHNOLOGIES, INC. (SFTGQ) (CIK 0001762322)
SHIFT TECHNOLOGIES, INC. (SFTGQ) (CIK 0001762322)
Date: May 31, 2023 · CIK: 0001762322 · Accession: 0000000000-23-005725
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United States securities and exchange commission logo May 31, 2023 Oded Shein Chief Financial Officer Shift Technologies, Inc. 290 Division Street, Suite 400 San Francisco, California 94103 Re:Shift Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 31, 2023 Form 8-K Filed March 28, 2023 File No. 1-38839 Dear Oded Shein: We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 50 1.We note that you do not discuss any line items below selling, general and administrative expenses. Please tell us how your presentation of results of operations complies with Item 303(b) of Regulation S-K. Item 15. Exhibit and Financial Statement Schedules, page 137 2.Please tell us why the certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. Similar omissions were made in Exhibits 31.1 and 31.2 of Form 10-Q for the Quarterly Period Ended March 31, 2023. Refer to Item 601(b)(31) of Regulation S-K.
FirstName LastNameOded Shein Comapany NameShift Technologies, Inc. May 31, 2023 Page 2 FirstName LastName Oded Shein Shift Technologies, Inc. May 31, 2023 Page 2 Form 8-K Filed March 28, 2023 Exhibit 99.1, page 13 3.You disclose gross profit per unit in total, retail, other and wholesale as a GAAP measures; however, on pages 3 and 10 you identify these amounts as key metrics. Please clarify or revise. Further, we note that the denominator in each includes only retail units sold. Revise to explain why wholesale units sold are not included in the applicable amounts and why the overall metric is useful to investors. Exhibit 99.1, page 14 4.Reference is made to your use of Adjusted EBITDA Margin, a non-GAAP measure. Please present the most directly comparable financial measure calculated and presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
May 31, 2023
Oded Shein
Chief Financial Officer
Shift Technologies, Inc.
290 Division Street, Suite 400
San Francisco, California 94103
Re:Shift Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 8-K Filed March 28, 2023
File No. 1-38839
Dear Oded Shein:
We have reviewed your filings and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 50
1.We note that you do not discuss any line items below selling, general and administrative
expenses. Please tell us how your presentation of results of operations complies with Item
303(b) of Regulation S-K.
Item 15. Exhibit and Financial Statement Schedules, page 137
2.Please tell us why the certifications filed as Exhibits 31.1 and 31.2 do not include
paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting. Similar omissions were made in Exhibits 31.1 and 31.2 of Form
10-Q for the Quarterly Period Ended March 31, 2023. Refer to Item 601(b)(31) of
Regulation S-K.
FirstName LastNameOded Shein
Comapany NameShift Technologies, Inc.
May 31, 2023 Page 2
FirstName LastName
Oded Shein
Shift Technologies, Inc.
May 31, 2023
Page 2
Form 8-K Filed March 28, 2023
Exhibit 99.1, page 13
3.You disclose gross profit per unit in total, retail, other and wholesale as a GAAP
measures; however, on pages 3 and 10 you identify these amounts as key metrics. Please
clarify or revise. Further, we note that the denominator in each includes only retail units
sold. Revise to explain why wholesale units sold are not included in the applicable
amounts and why the overall metric is useful to investors.
Exhibit 99.1, page 14
4.Reference is made to your use of Adjusted EBITDA Margin, a non-GAAP measure.
Please present the most directly comparable financial measure calculated and presented in
accordance with GAAP. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Adam Phippen at (202) 551-3336 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services