Cover
Cover | 6 Months Ended |
Jun. 30, 2020 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | VROOM, INC. |
Entity Central Index Key | 0001580864 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Cash and cash equivalents | $ 651,035 | $ 217,734 | $ 161,656 |
Restricted cash | 21,853 | 1,853 | 1,853 |
Accounts receivable, net | 15,287 | 30,848 | 13,207 |
Inventory | 141,063 | 205,746 | 115,551 |
Prepaid expenses and other current assets | 17,808 | 9,149 | 5,214 |
Total current assets | 847,046 | 465,330 | 297,481 |
Property and equipment, net | 9,783 | 7,828 | 7,673 |
Intangible assets, net | 297 | 572 | 3,945 |
Goodwill | 78,172 | 78,172 | 78,172 |
Operating lease right-of-use assets | 15,437 | ||
Other assets | 12,472 | 11,485 | 5,573 |
Total assets | 963,207 | 563,387 | 392,844 |
Current Liabilities: | |||
Accounts payable | 20,133 | 18,987 | 14,824 |
Accrued expenses | 40,898 | 38,491 | 21,565 |
Vehicle floorplan | 109,783 | 173,461 | 95,482 |
Deferred revenue | 15,488 | 17,323 | 6,421 |
Current portion of long-term debt | 135 | 8,386 | |
Operating lease liabilities, current | 4,640 | ||
Other current liabilities | 13,115 | 11,572 | |
Total current liabilities | 204,057 | 259,834 | 152,295 |
Long-term debt, net of current portion | 181 | 16,045 | |
Operating lease liabilities, excluding current portion | 11,750 | ||
Other long-term liabilities | 1,965 | 3,073 | |
Total liabilities | 217,772 | 262,907 | 170,610 |
Commitments and contingencies | |||
Redeemable convertible preferred stock | 874,332 | 519,100 | |
Stockholders' (deficit) equity: | |||
Common stock | 119 | 8 | 8 |
Additional paid-in-capital | 1,424,675 | ||
Accumulated deficit | (679,359) | (573,860) | (296,874) |
Total stockholders' (deficit) equity | 745,435 | (573,852) | (296,866) |
Total liabilities, redeemable convertible preferred stock and stockholders' (deficit) equity | $ 963,207 | 563,387 | 392,844 |
Previously Reported | |||
Current Liabilities: | |||
Other current liabilities | 11,437 | 5,617 | |
Other long-term liabilities | $ 2,892 | $ 2,270 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Accounts receivable, net of allowance | $ 1,135,000 | $ 789,000 | $ 0 |
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 10,000,000 | 86,123,364 | 70,632,784 |
Redeemable convertible preferred stock, shares issued | 0 | 83,568,628 | 66,825,300 |
Redeemable convertible preferred stock, shares outstanding | 0 | 83,568,628 | 66,825,300 |
Aggregate liquidation preference | $ 694,477,000 | $ 466,796,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 113,443,854 | 92,953,200 |
Common stock, shares issued | 119,336,588 | 8,650,922 | 8,571,386 |
Common stock, shares outstanding | 119,336,588 | 8,650,922 | 8,571,386 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | ||||||
Total revenue | $ 253,093 | $ 260,897 | $ 628,865 | $ 495,956 | $ 1,191,821 | $ 855,429 |
Cost of sales | 245,486 | 247,052 | 602,871 | 470,099 | 1,133,962 | 794,622 |
Total gross profit | 7,607 | 13,845 | 25,994 | 25,857 | 57,859 | 60,807 |
Selling, general and administrative expenses | 47,911 | 43,692 | 106,291 | 80,275 | 184,988 | 133,842 |
Depreciation and amortization | 1,083 | 1,501 | 2,049 | 3,034 | 6,019 | 6,857 |
Loss from operations | (41,387) | (31,348) | (82,346) | (57,452) | (133,148) | (79,892) |
Interest expense | 1,297 | 3,388 | 4,123 | 6,106 | 14,596 | 8,513 |
Interest income | (715) | (1,415) | (2,671) | (3,264) | (5,607) | (3,135) |
Revaluation of preferred stock warrant | 21,260 | 60 | 20,470 | 142 | 769 | 174 |
Other (income) expense, net | (53) | (12) | (86) | (31) | 673 | (321) |
Loss before provision (benefit) for income taxes | (63,176) | (33,369) | (104,182) | (60,405) | (142,810) | (84,949) |
Provision (benefit) for income taxes | 52 | (29) | 105 | 74 | 168 | 229 |
Net loss | (63,228) | (33,340) | (104,287) | (60,479) | (142,978) | (85,178) |
Accretion of redeemable convertible preferred stock | (25,879) | (43,843) | (132,750) | (13,036) | ||
Net loss attributable to common stockholders | $ (63,228) | $ (59,219) | $ (104,287) | $ (104,322) | $ (275,728) | $ (98,214) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2) | $ (6.90) | $ (5.21) | $ (12.16) | $ (32.04) | $ (11.50) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 31,599,497 | 8,580,150 | 20,035,476 | 8,579,539 | 8,605,962 | 8,540,778 |
Retail vehicle, net | ||||||
Revenue: | ||||||
Total revenue | $ 196,150 | $ 200,402 | $ 504,862 | $ 379,152 | $ 952,910 | $ 656,928 |
Wholesale vehicle | ||||||
Revenue: | ||||||
Total revenue | 50,921 | 54,531 | 106,497 | 106,651 | 213,464 | 174,514 |
Product, net | ||||||
Revenue: | ||||||
Total revenue | 5,736 | 5,491 | 16,780 | 9,236 | 23,708 | 19,653 |
Other | ||||||
Revenue: | ||||||
Total revenue | $ 286 | $ 473 | $ 726 | $ 917 | $ 1,739 | $ 4,334 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | IPO | Redeemable Convertible Preferred Stock | Common Stock | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit |
Temporary Equity,Balance at Dec. 31, 2017 | $ 360,165 | |||||||
Temporary Equity, Balance,shares at Dec. 31, 2017 | 50,545,260 | |||||||
Issuance of Series G redeemable convertible preferred stock, net of issuance costs | $ 145,899 | |||||||
Issuance of Series G redeemable convertible preferred stock, net of issuance costs, shares | 16,280,040 | |||||||
Temporary equity, Accretion of redeemable convertible | $ 13,000 | $ 13,036 | ||||||
Temporary Equity,Balance at Dec. 31, 2018 | $ 519,100 | $ 519,100 | ||||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | 66,825,300 | ||||||
Balance at Dec. 31, 2017 | $ (201,499) | $ 8 | $ (201,507) | |||||
Balance (in shares) at Dec. 31, 2017 | 8,522,110 | |||||||
Cumulative effect of accounting change-revenue recognition | 1,658 | 1,658 | ||||||
Stock-based compensation | 1,158 | $ 1,158 | ||||||
Exercise of stock options | $ 31 | 31 | ||||||
Exercise of stock options (in shares) | 12,502 | 12,502 | ||||||
Vesting of restricted stock awards | 36,774 | |||||||
Accretion of redeemable convertible preferred stock | $ (13,036) | (1,189) | (11,847) | |||||
Net loss | (85,178) | (85,178) | ||||||
Balance at Dec. 31, 2018 | (296,866) | $ 8 | (296,874) | |||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
Temporary equity, Accretion of redeemable convertible | $ 17,964 | |||||||
Temporary Equity,Balance at Mar. 31, 2019 | $ 537,064 | |||||||
Temporary Equity, Balance, shares at Mar. 31, 2019 | 66,825,300 | |||||||
Stock-based compensation | 869 | 869 | ||||||
Exercise of stock options | 347 | 347 | ||||||
Exercise of stock options (in shares) | 101,950 | |||||||
Repurchase of common stock | (542) | (1,216) | 674 | |||||
Repurchase of common stock (in shares) | (93,186) | |||||||
Accretion of redeemable convertible preferred stock | (17,964) | (17,964) | ||||||
Net loss | (27,139) | (27,139) | ||||||
Balance at Mar. 31, 2019 | (341,295) | $ 8 | (341,303) | |||||
Balance (in shares) at Mar. 31, 2019 | 8,580,150 | |||||||
Temporary Equity,Balance at Dec. 31, 2018 | $ 519,100 | $ 519,100 | ||||||
Temporary Equity, Balance,shares at Dec. 31, 2018 | 66,825,300 | 66,825,300 | ||||||
Temporary Equity,Balance at Jun. 30, 2019 | $ 562,943 | |||||||
Temporary Equity, Balance, shares at Jun. 30, 2019 | 66,825,300 | |||||||
Balance at Dec. 31, 2018 | $ (296,866) | $ 8 | (296,874) | |||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
Net loss | (60,479) | |||||||
Balance at Jun. 30, 2019 | (399,847) | $ 8 | (399,855) | |||||
Balance (in shares) at Jun. 30, 2019 | 8,580,150 | |||||||
Temporary Equity,Balance at Dec. 31, 2018 | $ 519,100 | $ 519,100 | ||||||
Temporary Equity, Balance,shares at Dec. 31, 2018 | 66,825,300 | 66,825,300 | ||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 222,482 | |||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares | 16,743,328 | |||||||
Temporary equity, Accretion of redeemable convertible | $ 132,800 | $ 132,750 | ||||||
Temporary Equity,Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Balance at Dec. 31, 2018 | $ (296,866) | $ 8 | (296,874) | |||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
Stock-based compensation | 2,756 | 2,756 | ||||||
Exercise of stock options | $ 466 | $ 466 | ||||||
Exercise of stock options (in shares) | 135,950 | 135,950 | ||||||
Vesting of restricted stock awards | 1,344,000 | 1,344,000 | ||||||
Vesting of restricted stock awards, shares | 623,832 | |||||||
Repurchase of common stock | $ (5,824) | $ (4,566) | (1,258) | |||||
Repurchase of common stock (in shares) | (680,246) | |||||||
Accretion of redeemable convertible preferred stock | (132,750) | (132,750) | ||||||
Net loss | (142,978) | (142,978) | ||||||
Balance at Dec. 31, 2019 | (573,852) | $ 8 | (573,860) | |||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | |||||||
Temporary Equity,Balance at Mar. 31, 2019 | $ 537,064 | |||||||
Temporary Equity, Balance,shares at Mar. 31, 2019 | 66,825,300 | |||||||
Temporary equity, Accretion of redeemable convertible | $ 25,879 | |||||||
Temporary Equity,Balance at Jun. 30, 2019 | $ 562,943 | |||||||
Temporary Equity, Balance, shares at Jun. 30, 2019 | 66,825,300 | |||||||
Balance at Mar. 31, 2019 | (341,295) | $ 8 | (341,303) | |||||
Balance (in shares) at Mar. 31, 2019 | 8,580,150 | |||||||
Stock-based compensation | 667 | 667 | ||||||
Repurchase of common stock | (667) | 667 | ||||||
Accretion of redeemable convertible preferred stock | (25,879) | (25,879) | ||||||
Net loss | (33,340) | (33,340) | ||||||
Balance at Jun. 30, 2019 | (399,847) | $ 8 | (399,855) | |||||
Balance (in shares) at Jun. 30, 2019 | 8,580,150 | |||||||
Temporary Equity,Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
Temporary Equity, Balance,shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 26,714 | |||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares | 1,964,766 | |||||||
Temporary Equity,Balance at Mar. 31, 2020 | $ 901,046 | |||||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 85,533,394 | |||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | |||||||
Stock-based compensation | 600 | 600 | ||||||
Exercise of stock options | 6 | 6 | ||||||
Exercise of stock options (in shares) | 2,774 | |||||||
Repurchase of common stock | (1,818) | (606) | (1,212) | |||||
Repurchase of common stock (in shares) | (200,000) | |||||||
Net loss | (41,059) | (41,059) | ||||||
Balance at Mar. 31, 2020 | (616,123) | $ 8 | (616,131) | |||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | |||||||
Temporary Equity,Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
Temporary Equity, Balance,shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Temporary Equity, Balance, shares at Jun. 30, 2020 | 0 | |||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | |||||||
Exercise of stock options (in shares) | 3,274 | |||||||
Net loss | $ (104,287) | |||||||
Balance at Jun. 30, 2020 | 745,435 | $ 119 | 1,424,675 | (679,359) | ||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 | |||||||
Temporary Equity,Balance at Mar. 31, 2020 | $ 901,046 | |||||||
Issuance of common stock | 2,127 | $ 496,510 | $ 24 | 2,127 | $ 496,486 | |||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock | $ (901,046) | |||||||
Temporary Equity, Balance,shares at Mar. 31, 2020 | 85,533,394 | |||||||
Issuance of common stock in IPO, net of offering costs, shares | 183,870 | 24,437,500 | ||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares) | (85,533,394) | |||||||
Conversion of redeemable convertible preferred stock to common stock | 901,046 | $ 86 | 900,960 | |||||
Conversion of redeemable convertible preferred stock to common stock, shares | 85,533,394 | |||||||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | $ 21,873 | 21,873 | ||||||
Temporary Equity, Balance, shares at Jun. 30, 2020 | 0 | |||||||
Balance at Mar. 31, 2020 | $ (616,123) | $ 8 | (616,131) | |||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | |||||||
Stock-based compensation | 4,100 | 4,100 | ||||||
Exercise of stock options | 7 | 7 | ||||||
Exercise of stock options (in shares) | 500 | |||||||
Exercise of common stock warrants | 1 | $ 1 | ||||||
Exercise of common stock warrants (in shares) | 636,112 | |||||||
Vesting of restricted stock awards | 133,334 | |||||||
Common stock shares withheld to satisfy employee tax withholding obligations | (878) | (878) | ||||||
Common stock shares withheld to satisfy employee tax withholding obligations (in shares) | (41,818) | |||||||
Net loss | (63,228) | (63,228) | ||||||
Balance at Jun. 30, 2020 | $ 745,435 | $ 119 | $ 1,424,675 | $ (679,359) | ||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | ||||
Net loss | $ (104,287) | $ (60,479) | $ (142,978) | $ (85,178) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 2,059 | 3,146 | 6,157 | 6,932 |
Amortization of debt issuance costs | 375 | 179 | 357 | 279 |
Loss on extinguishment of debt | 1,031 | |||
Stock-based compensation expense | 4,700 | 1,536 | 2,756 | 1,158 |
Loss on disposal of property and equipment | 764 | 789 | 3,198 | |
Provision for doubtful accounts | 789 | |||
Provision for inventory obsolescence | (1,564) | 1,889 | 2,682 | (1,069) |
Revaluation of preferred stock warrant | 20,470 | 142 | 769 | 174 |
Other | 632 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 14,863 | (14,544) | (18,430) | 9,049 |
Inventory | 66,247 | (76,209) | (92,877) | 11,902 |
Prepaid expenses and other current assets | (7,909) | (1,814) | (3,935) | (2,916) |
Other assets | (1,285) | (1,488) | (3,487) | (3,105) |
Accounts payable | 919 | 6,501 | 4,035 | (6,527) |
Accrued expenses | 4,714 | 7,224 | 10,131 | 6,291 |
Deferred revenue | (1,835) | 2,664 | 10,902 | 860 |
Other liabilities | 1,905 | 2,592 | 5,673 | (5,959) |
Net cash (used in) provided by operating activities | 4 | (127,897) | (215,636) | (64,911) |
Investing activities | ||||
Purchase of property and equipment | (3,128) | (794) | (3,528) | (2,062) |
Proceeds from the sale of property and equipment | 14,850 | |||
Net cash provided by (used in) investing activities | (3,128) | (794) | (3,528) | 12,788 |
Financing activities | ||||
Repayments of long-term debt | (3,340) | (25,229) | (5,670) | |
Proceeds from long-term debt | 412 | |||
Payments of debt extinguishment costs | (685) | |||
Proceeds from vehicle floorplan | 465,663 | 420,518 | 992,179 | 648,309 |
Repayments of vehicle floorplan | (529,341) | (349,545) | (914,200) | (656,194) |
Payment of vehicle floorplan upfront commitment fees | (1,125) | |||
Proceeds from the issuance of redeemable convertible preferred stock, net | 21,694 | 227,502 | 145,899 | |
Repurchase of common stock | (1,818) | (542) | (5,824) | |
Proceeds from exercise of stock options | 13 | 347 | 1,810 | 31 |
Common stock shares withheld to satisfy employee tax withholding obligations | (878) | |||
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount | 504,023 | |||
Payments of costs related to initial public offering | (1,740) | (723) | ||
Other financing activities | (66) | 268 | ||
Net cash provided by financing activities | 456,425 | 67,706 | 275,242 | 132,375 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 453,301 | (60,985) | 56,078 | 80,252 |
Cash, cash equivalents and restricted cash at the beginning of period | 219,587 | 163,509 | 163,509 | 83,257 |
Cash, cash equivalents and restricted cash at the end of period | 672,888 | 102,524 | 219,587 | 163,509 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 2,743 | 5,176 | 12,607 | 7,743 |
Cash paid for income taxes | 209 | 157 | 212 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Accretion of redeemable convertible preferred stock | 43,843 | 132,750 | $ 13,036 | |
Series H preferred stock issuance costs included in accrued expenses | 5,020 | |||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | |||
Issuance of common stock as upfront payment to nonemployee | 2,127 | |||
Accrued property and equipment expenditures | 611 | $ 101 | 200 | |
IPO | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Costs related to IPO included in accrued expenses and accounts payable | $ 5,051 | $ 1,703 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., and its wholly owned subsidiaries (collectively “the Company”), is an innovative, end-to-end In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/aTexas Direct Auto and herein referred to as “TDA”) which is the Company’s sole physical retail location. The Company currently is organized into three reportable segments: Ecommerce, TDA, and Wholesale. The Ecommerce reportable 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. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale auctions. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 per-share Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their over-allotment option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 10—Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity, all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting.The condensed consolidated balance sheet as of December 31,2019, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus dated June 8, 2020 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), on June 9, 2020 (the “Prospectus”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 30, 2020 and its results of operations for the three and six months ended June 30, 2019 and 2020. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. Except as described elsewhere in Note 2to the condensed consolidated financial statements, there have been no material changes to the Company’s significant accounting policies as described in the Prospectus. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | 1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., and its wholly owned subsidiaries (collectively “the Company”) is an innovative, end-to-end In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/a Texas Direct Auto and herein referred to as “TDA”) which is the Company’s sole physical retail location. The Company currently is organized into three reportable segments: Ecommerce, TDA, and Wholesale. The Ecommerce reportable 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. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale auctions. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 per-share Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their over-allotment option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 11—Redeemable Convertible Preferred Stock and Stockholders’ Deficit, all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 COVID-19, Comprehensive Loss The Company did not have any other comprehensive income or loss for three and six months ended June 30, 2019 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented. Restricted Cash Restricted cash as of December 31, 2019 and June 30, 2020 includes cash deposits required under letter of credit agreements as explained in Note 8 – Commitments and Contingencies. Restricted cash as of June 30, 2020 also includes a $20.0 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 7 – Vehicle Floorplan Facilities. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $12.7 million and $11.6 million for the three months ended June 30, 2019 and 2020, respectively, and $19.8 million and $29.5 million for the six months ended June 30, 2019 and 2020, respectively. Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $2.7 million and $5.5 million for the three months ended June 30, 2019 and 2020, respectively, and $4.9 million and $11.3 million for the six months ended June 30, 2019 and 2020, respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash and cash equivalents are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the three and six months ended June 30, 2019 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2019 and June 30, 2020. Liquidity The Company has had negative cash flows and losses from operations since inception which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facility (refer to Note 7 – Vehicle Floorplan Facilities). As further discussed in Note 7, the Company entered into a new vehicle floorplan facility in March 2020 which increased the borrowing capacity up to $450.0 million and extended the term through March 2021. 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) COVID-19 Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during the second half of the year ending December 31, 2020 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company has agreed to pay Rocket a combination of cash and stock for vehicle sales made through the platform, including upfront equity consisting of 183,870 shares of the Company’s common stock that were issued upon execution of the RA Agreement, and the potential issuance to Rocket of up to an additional 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation Accounting Standards Adopted In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) right-of-use assets The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13, non-recurring In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting Standards Issued But Not Yet Adopted The Company previously qualified as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and it had elected to delay adoption of new or revised accounting standards until those standards apply to private companies. The Company ceased to qualify as an EGC because its annual revenue for the fiscal year ended December 31, 2019 exceeded $1.07 billion. The Company continued to be treated as an EGC through June 11, 2020, which was the date the Company consummated the IPO. Accordingly, since the Company can no longer be treated as an EGC, effective dates included in these condensed consolidated financial statements reflect the effective dates that apply to public companies. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 COVID-19, Comprehensive Loss The Company did not have any other comprehensive income or loss for years ended December 31, 2018 and 2019. Accordingly, net loss and comprehensive loss are the same for the periods presented. Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. Restricted Cash Restricted cash includes deposits required under letter of credit agreements as explained in Note 10—Commitments and Contingencies. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. The allowance for doubtful accounts was $0.0 and $0.8 million as of December 31, 2018 and 2019, respectively. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 7 years Furniture and fixtures 3 to 15 years Company Vehicles 4 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, TDA, and Wholesale. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. No goodwill impairment was determined to exist for the years ended December 31, 2018 and 2019. In connection with its annual goodwill impairment test as of October 1, 2019, the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. In connection with the its annual goodwill impairment test as of October 1, 2018, the Company performed qualitative impairment assessments for the Ecommerce and Wholesale reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. For the TDA reporting unit, the Company determined the most effective approach was to bypass the optional qualitative assessment and perform a quantitative impairment test. The results of the quantitative test indicated that the fair value of the TDA reporting unit substantially exceeded carrying value and that the TDA reporting unit was not at risk of failing the quantitative impairment test. A quantitative goodwill impairment test requires a determination of whether the estimated fair value of a reporting unit is less than its carrying value. The Company estimates the fair value of a reporting unit using an income valuation approach. The income valuation approach is applied using the discounted cash flow method which requires (1) estimating future cash flows for a discrete projection period (2) estimating the terminal value, which reflects the remaining value that the reporting unit is expected to generate beyond the projection period and (3) discounting those amounts to present value at a discount rate which is based on a weighted average cost of capital that considers the relative risk of the cash flows. The income valuation approach requires the use of significant estimates and assumptions, which include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit multiple which requires significant assumptions regarding the selection of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the automotive and ecommerce industries, its recent performance, its expectations of its future performance, and other assumptions it believes to be reasonable. Actual future results may differ from those estimates. The Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units. The Company’s intangible assets are amortized on a straight-line basis over the following estimated useful lives: Trademarks 5 years Technology 4 years The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Impairment of Long-Lived Assets The Company evaluates long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When impairment indicators are present, the recoverability of an asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were recognized for the years ended December 31, 2018 and 2019. Deferred Offering Costs Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO. As of December 31, 2018 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.” Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $25.6 million and $49.9 million for the years ended December 31, 2018 and 2019, respectively. Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $6.4 million and $14.0 million for the years ended December 31, 2018 and 2019, respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash and cash equivalents are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. Concentration of credit risk with respect to accounts receivables is generally mitigated by a large customer base. For the years ended December 31, 2018 and 2019, no customer represented 10% or more of the Company’s revenues or accounts receivable. Liquidity For the years ended December 31, 2018 and 2019, the Company generated negative cash flows from operations of approximately $64.9 million and $215.6 million, respectively, and generated net losses of approximately $85.2 million and $143.0 million, respectively. Since inception, the Company has had losses from operations which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facility (refer to Note 8—Vehicle Floorplan). As further discussed in Note 8, the Company entered into a new vehicle floorplan facility in March 2020 which increases the borrowing capacity up to $450.0 million and extended the term through March 2021. 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) COVID-19 re-issuance Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method the two-class method, the two-class method, the two-class method, The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2018 and 2019 has been presented as an increase to net loss to determine net loss attributable to common stockholders. Accounting Standards Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”) The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606. The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of extended warranty contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the extended warranty contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the extended warranty contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the extended warranties are sold to the end-customer. Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies. In August 2016, the FASB issued new guidance, ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued new guidance, ASU 2016-18, Restricted Cash In January 2017, the FASB issued new guidance, ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business, In January 2017, the FASB issued new guidance, ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other —Internal-Use 350-40): Computing Arrangement That Is a Service Contract 2018-15”) . internal-use 350-40. 2018-15, 2018-15 Accounting Standards Issued But Not Yet Adopted The Company previously qualified as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and it had elected to delay adoption of new or revised accounting standards until those standards apply to private companies. The Company ceased to qualify as an EGC because its annual revenue for the fiscal year ended December 31, 2019 exceeded $1.07 billion. The Company continued to be treated as an EGC through June 11, 2020, which was the date the Company consummated the IPO. Accordingly, since the Company can no longer be treated as an EGC, effective dates included in these consolidated financial statements reflect the effective dates that apply to public companies. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) right-of-use assets The Company adopted Topic 842 on January 1, 2020 and elected to use the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13, non-recurring In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Recognition
Revenue Recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | 3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the condensed consolidated statements of operations and is generated from customers throughout the United States. The Company recognizes revenue at a point in time as described below. Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in Trade-in non-cash The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up The Company offers a return policy for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the condensed consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through third-party wholesale auctions. Vehicles sold at auction are acquired from customers who trade-in direct-buy Product Revenue The Company’s product revenue consists of fees earned on selling extended warranty contracts, guaranteed asset protection (“GAP”) and wheel and tire coverage. The Company sells these products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the extended warranty policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2019 and June 30, 2020, the Company recognized $6.9 million and $8.5 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.3 million and $0.8 million, respectively, are included within “Prepaid expenses and other current assets” and $6.6 million and $7.7 million, respectively, are included within “Other assets.” Other Revenue Other revenue primarily consists of labor and parts revenue earned by the Company for vehicle repair services at TDA. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. | 3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the consolidated statements of operations and is generated from customers throughout the United States. The Company recognizes revenue at a point in time as described below. Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in Trade-in non-cash The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up The Company offers a return policy for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through third-party wholesale auctions. Vehicles sold at auction are acquired from customers who trade-in direct-buy Product Revenue The Company’s product revenue consists of fees earned on selling extended warranty contracts, guaranteed asset protection (“GAP”) insurance policies and tire and wheel insurance policies. The Company sells these products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the extended warranty insurance policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2018 and 2019, the Company recognized $4.2 million and $6.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.1 million and $0.3 million, respectively, are included within “Prepaid expenses and other current assets” and $4.1 million and $6.6 million, respectively, are included within “Other assets.” Other Revenue Other revenue primarily consists of labor and parts revenue earned by the Company for vehicle repair services at TDA. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling general and administrative expenses” in the consolidated statements of operations. |
Inventory
Inventory | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory | 4. Inventory Inventory consisted of the following (in thousands): December 31, June 30, 2019 2020 Vehicles $ 203,290 $ 140,111 Parts and accessories 2,456 952 Total inventory $ 205,746 $ 141,063 As of December 31, 2019 and June 30, 2020, “Inventory” includes an adjustment of $6.3 million, and $4.8 million, respectively, to record the balances at the lower of cost or net realizable value. | 4. Inventory Inventory consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Vehicles $ 115,213 $ 203,290 Parts and accessories 338 2,456 Total inventory $ 115,551 $ 205,746 As of December 31, 2018 and 2019, “Inventory” includes an adjustment of $3.6 and $6.3 million, respectively, to record the balances at the lower of cost or net realizable value. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, June 30, 2019 2020 Equipment $ 930 $ 991 Furniture and fixtures 1,725 1,725 Company vehicles 1,151 1,151 Leasehold improvements 6,556 6,584 Internal-use 4,406 8,012 Other 2,580 2,624 17,348 21,087 Accumulated depreciation and amortization (9,520 ) (11,304 ) Property and equipment, net $ 7,828 $ 9,783 Depreciation and amortization expense was $0.6 million and $1.0 million for the three months ended June 30, 2019 and 2020, respectively, and $1.3 million and $1.8 million for the six months ended June 30, 2019 and 2020, respectively. Depreciation and amortization expense of $0.1 million was included within “Cost of sales” in the condensed consolidated statements of operations for the three and six months ended June 30, 2019. For the three and six months ended June 30, 2020, depreciation and amortization expense included within “Cost of sales” was immaterial. | 5. Property and Equipment, Net Property and equipment, net consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Equipment $ 866 $ 930 Furniture and fixtures 1,837 1,725 Company vehicles 1,494 1,151 Leasehold improvements 7,297 6,556 Internal-use 1,460 4,406 Other 1,982 2,580 14,936 17,348 Accumulated depreciation and amortization (7,263 ) (9,520 ) Property and equipment, net $ 7,673 $ 7,828 Depreciation and amortization expense was $3.5 million and $2.8 million for the years ended December 31, 2018 and 2019, respectively, of which $0.1 million is included within “Cost of sales” in the consolidated statements of operations for each of the years ended December 31, 2018 and 2019. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The carrying amount of the Company’s goodwill was $78.2 million as of January 1, 2018, December 31, 2018 and December 31, 2019, of which $72.2 million, $4.2 million and $1.8 million is allocated to the Ecommerce, TDA, and Wholesale reportable segments, respectively. There were no changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2018 and 2019 and there have been no accumulated impairment charges. The Company’s intangible assets consisted of the following as of December 31, 2018 and 2019: December 31, 2018 (in thousands) Gross Accumulated Carrying Trademarks $ 2,490 $ (1,481 ) $ 1,009 Technology 11,500 (8,686 ) 2,814 Other 252 (130 ) 122 Total intangible assets $ 14,242 $ (10,297 ) $ 3,945 December 31, 2019 (in thousands) Gross Accumulated Carrying Trademarks $ 2,490 $ (1,990 ) $ 500 Technology 11,500 (11,500 ) — Other 252 (180 ) 72 Total intangible assets $ 14,242 $ (13,670 ) $ 572 Amortization expense for intangible assets was $3.4 million for each of the years ended December 31, 2018 and 2019. The estimated amortization expense for intangible assets subsequent to December 31, 2019 consists of the following: Year Ending December 31: (in thousands) 2020 $ 538 2021 29 2022 5 $ 572 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): December 31, June 30, 2019 2020 Accrued marketing expenses $ 3,158 $ 6,488 Vehicle related expenses 8,923 8,234 Sales taxes 7,455 11,304 Accrued compensation and benefits 3,386 2,654 Accrued professional services 2,964 5,537 Accrued Series H preferred stock issuance costs 5,020 — Other 7,585 6,681 Total accrued expenses $ 38,491 $ 40,898 The Company’s other current liabilities consisted of the following (in thousands): December 31, June 30, 2019 2020 Vehicle payable $ 8,904 $ 10,493 Other 2,668 2,622 Total other current liabilities $ 11,572 $ 13,115 | 7. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Accrued marketing expenses $ 4,083 $ 3,158 Vehicle related expenses 4,015 8,923 Sales taxes 2,049 7,455 Accrued compensation and benefits 2,877 3,386 Accrued professional services 1,955 2,964 Accrued Series H preferred stock issuance costs — 5,020 Lease exit costs 1,375 531 Other 5,211 7,054 Total accrued expenses $ 21,565 $ 38,491 During the year ended December 31, 2018, the Company recorded lease exit costs of $2.6 million related to certain cost saving initiatives, which are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations. The associated lease exit cost liability was $2.6 million and $0.5 million as of December 31, 2018 and 2019, respectively, of which $1.4 million and $0.5 million, respectively, are included within “Accrued expenses” and $1.2 million and $0.0 million, respectively, are included in “Other long-term liabilities.” The Company’s other current liabilities consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Vehicle payable $ 4,799 $ 8,904 Other 818 2,533 Total other current liabilities $ 5,617 $ 11,437 |
Vehicle Floorplan Facilities
Vehicle Floorplan Facilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Vehicle Floorplan Facilities | 7. Vehicle Floorplan Facilities In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”), which replaced the Company’s previous vehicle floorplan facility. The 2020 Vehicle Floorplan Facility provides a committed credit line of up to $450.0 million which expires in March 2021. The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. The Company may elect to increase its monthly credit line availability by an additional $25.0 million during any three months of each year. As of June 30, 2020, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $200.0 million, of which $90.2 million was unutilized. Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month The Company previously entered into a vehicle floorplan (the “2016 Vehicle Floorplan Facility”) with Ally Bank and Ally Financial in April 2016, as subsequently amended. The 2016 Vehicle Floorplan Facility consisted of a revolving line of credit with a borrowing capacity of $220.0 million as of December 31, 2019, which could be used to finance the Company’s vehicle inventory. The interest rate on the 2016 Vehicle Floorplan Facility was equal to the 1-Month As of December 31, 2019 and June 30, 2020, outstanding borrowings on the vehicle floorplan facilities were $173.5 million and $109.8 million, respectively. Interest expense incurred by the Company for the vehicle floorplan facilities was $2.5 million and $1.0 million for the three months ended June 30, 2019 and 2020, respectively, and $4.4 million and $3.7 million for the six months ended June 30, 2019 and 2020, respectively, which are recorded within “Interest expense” in the condensed consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 6.00% and 4.49% as of December 31, 2019 and June 30, 2020, respectively. As of December 31, 2019 and June 30, 2020, the Company was in compliance with all covenants related to the vehicle floorplan facilities. In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permits the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $1.3 million and $0.7 million for the three months ended June 30, 2019 and 2020, respectively, and $2.8 million and $2.4 million for the six months ended June 30, 2019 and 2020, respectively, which are recorded within “Interest income” in the condensed consolidated statements of operations. | 8. Vehicle Floorplan In April 2016, and as subsequently amended, the Company entered into a vehicle floorplan (the “Vehicle Floorplan Facility”) with Ally Bank and Ally Financial. The Vehicle Floorplan Facility consists of a revolving line of credit with a borrowing capacity of $117.0 million and $220.0 million as of December 31, 2018 and 2019, respectively, which can be used to finance the Company’s vehicle inventory. For the years ended December 2018 and 2019, the Company’s ability to request and obtain borrowings under the Vehicle Floorplan Facility could be terminated at the lender’s discretion upon the lender providing sixty calendar days prior written notice and outstanding borrowings related to the Vehicle Floorplan Facility are due on demand or as the vehicles financed are sold. The Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets of the Company and includes two affirmative covenants which require the Company to maintain a certain level of equity in the vehicles that are financed and to maintain at least 10% of the outstanding borrowings in cash and cash equivalents. As of December 31, 2018 and 2019, the Company is in compliance with all covenants related to the Vehicle Floorplan Facility. The Vehicle Floorplan Facility currently bears interest at a rate equal to the 1-Month A s In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”), which replaces the Company’s existing Vehicle Floorplan Facility. The 2020 Vehicle Floorplan Facility provides a committed credit line up to $450.0 million which expires in March 2021 (the “Maturity Date”). The amount of credit line available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. The Company may elect to increase its monthly credit line availability by an additional $25.0 million during any three months of each year. Outstanding borrowings are due as the vehicles financed are sold, or in any event, on the Maturity Date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 9. Long-Term Debt Long-term debt consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Term loan credit facility $ 25,000 $ — Other 129 316 Total debt 25,129 316 Less: current portion (8,386 ) (135 ) Less: unamortized debt issuance costs (698 ) — Total long-term debt, net $ 16,045 $ 181 Scheduled maturities of debt are as follows: Year Ending December 31, (in thousands) 2020 $ 135 2021 144 2022 37 Total $ 316 Term Loan Credit Facility On August 11, 2017 (the “Closing Date”), the Company entered into a Loan and Security Agreement with Eastward Fund Management, LLC for a term loan credit facility in an aggregate principal amount of up to $50.0 million (the “Term Loan Facility”). On the Closing Date, the Company borrowed $25.0 million of principal (the “Closing Date Advance”) and paid a $0.5 million facility fee to the lender and certain other issuance costs that were deducted from the proceeds. The Company did not request any additional borrowings under the Term Loan Facility. In December 2019, the Company repaid in full the outstanding balance on the Term Loan Facility and recognized a loss on extinguishment of $1.0 million which is included within “Interest expense” within the consolidated statement of operations for the year ended December 31, 2019. As of December 31, 2018, the outstanding balance on the Term Loan Facility, net of unamortized debt issuance costs of $0.7 million, was $24.3 million. The Closing Date Advance accrued interest at an annual rate of 11.73%, which was required to be paid monthly on the first business day of each month (the “Payment Date”). The final principal installment payment for the Closing Date Advance required an additional final payment equal to 3.5% of the original principal amount. The principal amount of the Closing Date Advance was required to be repaid in equal monthly installments commencing with the 19th Payment Date of the advance and ending on the 48th Payment Date of the advance. Mortgage payable On June 1, 2016, the Company entered into a Commercial Real Estate Loan and Security Agreement and Promissory Note with Ally Bank (the “Ally Mortgage Payable”) to borrow $6.0 million, related to a facility the Company owned in Grand Prairie, Texas. In February 2018, the Company sold the related property and repaid the outstanding principal and accrued interest which totaled $5.5 million. The Ally Mortgage Payable accrued interest at a fixed annual rate of 4.78% and principal payments of $25 thousand plus interest were due on a monthly basis beginning in July 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 8. Commitments and Contingencies Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. We accrue a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, we do not record a liability, but instead disclose the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. As of December 31, 2019 and June 30, 2020, the Company was not a party to any legal proceedingsthat, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Letters of Credit The Company has obtained stand-by stand-by Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. | 10. Commitments and Contingencies Operating Leases The Company leases office space, certain facilities and equipment under operating lease agreements that expire at various dates. Future minimum payments under non-cancelable Year Ending December 31, (in thousands) 2020 $ 5,509 2021 4,909 2022 3,204 2023 3,026 2024 2,746 Thereafter 699 Total future minimum lease payments $ 20,093 Rent expense was $5.7 million and $7.2 million for the years ended December 31, 2018 and 2019, respectively. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term. Deferred rent is recorded within “Accrued expenses” in the consolidated balance sheets. Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. As of December 31, 2018 and 2019, the Company was not a party to any legal proceedings, that individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Letters of Credit The Company has obtained stand-by stand-by Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract] | ||
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | 10. Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity Redeemable Convertible Preferred Stock As of December 31, 2019, the Company had eight outstanding series of redeemable convertible preferred stock (collectively the “Series Preferred”). The Company classified its Series B through H Preferred Stock (collectively the “Senior Preferred Stock”) as temporary equity within the Company’s consolidated balance sheet as of December 31, 2019 because the instruments contained redemption rights. The Company concluded that the Senior Preferred Stock were considered probable of becoming redeemable through November 2019 and therefore recorded accretion to their redemption values of $132.8 million during the year ended December 31, 2019. During December 2019, the Company ceased accretion of the Senior Preferred Stock to their redemption values due to a sufficiently high likelihood of an IPO requiring a conversion of the instruments into common stock. As of December 31, 2019, the Company classified its Series A Preferred Stock as temporary equity within the Company’s consolidated balance sheets because the instrument contained liquidation features, including a liquidation preference in the event of a deemed liquidation event, that were not solely within the Company’s control. The Company did not adjust the carrying value of the Series A Preferred Stock to its redemption value because it was not probable that the Series A Preferred Stock would become redeemable. On January 8, 2020, the Company completed an additional closing of its Series H Preferred Stock whereby it sold and issued an aggregate of 1,964,766 shares of Series H Preferred Stock in exchange for gross proceeds of $26.7 million. The proceeds were used for general corporate purposes and business development. Immediately upon closing of the IPO, the Company’s outstanding preferred stock was automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of June 30, 2020, there was no preferred stock issued or outstanding. The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred as of December 31, 2019 were as follows: As of December 31, 2019 (in thousands, except share and per share amounts) Shares authorized Shares issued and outstanding Issue price Per share conversion price Liquidation preference Carrying value Series A 3,983,996 3,983,996 $ 1.61 $ 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 42,425 Series C 9,134,242 9,134,242 5.93 5.93 54,209 88,739 Series D 14,431,136 14,431,136 6.58 6.58 95,000 142,724 Series E 6,163,792 6,163,792 8.11 8.11 50,000 64,042 Series F 12,705,580 12,115,610 8.53 8.53 103,346 127,820 Series G 16,280,040 16,280,040 8.98 8.98 146,113 174,764 Series H 18,708,094 16,743,328 13.60 13.60 227,651 227,651 86,123,364 83,568,628 $ 694,447 $ 874,332 Common Stock On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 Warrants In connection with the offering of shares of Series B Preferred Stock, the Company issued warrants to an investor in return for providing ongoing advisory services (“Series B Warrants”). The Series B Warrants allowed the investor to purchase up to 161,136 shares of common stock with an exercise price of $0.72 per share. The Series B Warrants vested in equal monthly installments through October 1, 2017. Upon the closing of the IPO, all of the Series B Warrants were exercised cashless by the holder which resulted in the net issuance of 155,862 shares of the Company’s common stock. In August 2017, the Company issued a warrant (the “Series F Preferred Stock Warrant”) which allowed the holders to purchase up to 589,970 shares of the Company’s Series F Preferred Stock, or common stock upon conversion of the Company’s preferred stock into common stock, with an exercise price of $8.53 per share. The holders exercised the warrant on June 23, 2020 cashless, which resulted in the net issuance of 480,250 shares of the Company’s common stock. Prior to the conversion of the Company’s preferred stock into common stock, the Series F Preferred Stock Warrant was classified as a liability due to the contingent redemption features of the Series F Preferred Stock and was measured at fair value at each reporting date. Refer to Note 12 – Financial Instruments and Fair Value Measurements. | 11. Redeemable Convertible Preferred Stock and Stockholders’ Deficit Redeemable Convertible Preferred Stock The Company has eight outstanding series of redeemable convertible preferred stock (collectively the “Series Preferred”). The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred were as follows as of December 31, 2018 and 2019: December 31, 2018 (in thousands, except share and per share amounts) Shares Shares Issue Per share Liquidation Carrying Series A 3,983,996 3,983,996 $ 1.61 $ 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 29,478 Series C 9,134,242 9,134,242 5.93 5.93 54,209 68,004 Series D 14,431,136 14,431,136 6.58 6.58 95,000 111,481 Series E 6,163,792 6,163,792 8.11 8.11 50,000 52,269 Series F 12,705,580 12,115,610 8.53 8.53 103,346 105,588 Series G 19,497,554 16,280,040 8.98 8.98 146,113 146,113 70,632,784 66,825,300 $ 466,796 $ 519,100 December 31, 2019 (in thousands, except share and per share amounts) Shares Shares Issue Per share Liquidation Carrying Series A 3,983,996 3,983,996 $ 1.61 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 42,425 Series C 9,134,242 9,134,242 5.93 5.93 54,209 88,739 Series D 14,431,136 14,431,136 6.58 6.58 95,000 142,724 Series E 6,163,792 6,163,792 8.11 8.11 50,000 64,042 Series F 12,705,580 12,115,610 8.53 8.53 103,346 127,820 Series G 16,280,040 16,280,040 8.98 8.98 146,113 174,764 Series H 18,708,094 16,743,328 13.60 13.60 227,651 227,651 86,123,364 83,568,628 $ 694,447 $ 874,332 During the years ended December 31, 2018 and 2019, the Company amended its Amended and Restated Certificate of Incorporation (the “COI”) to authorize the issuance of up to 19,497,554 shares of a new Series G Preferred Stock and up to 18,708,094 shares of a new Series H Preferred Stock, respectively. Pursuant to stock purchase agreements entered into with certain accredited investors, the Company sold and issued an aggregate of 16,280,040 shares of Series G Preferred Stock and 16,743,328 shares of Series H Preferred Stock, in exchange for gross proceeds of $146.1 million and $227.7 million during the years ended December 31, 2018 and 2019, respectively. The proceeds were used for general corporate purposes and business development. The Company incurred issuance costs of $0.2 million and $5.2 million during the years ended December 31, 2018 and 2019, respectively, in connection with the issuance of the Series G and Series H Preferred Stock. On January 8, 2020, the Company completed an additional closing of its Series H Preferred Stock whereby it sold and issued an aggregate of 1,964,766 shares of Series H Preferred Stock in exchange for gross proceeds of $26.7 million. The proceeds will be used for general corporate purposes and business development. The Company classifies its Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock (collectively the “Senior Preferred Stock”) as temporary equity within the Company’s consolidated balance sheets because the instruments contain redemption rights. In accordance with ASC 480, Distinguishing Liabilities from Equity During December 2019, the Company assessed that the Senior Preferred Stock are no longer probable of becoming redeemable due to a sufficiently high likelihood of an initial public offering requiring a conversion of the Preferred Stock into common stock and as a result the Company ceased accretion of the Senior Preferred Stock to their redemption values. The Company classifies its Series A Preferred Stock as temporary equity within the Company’s consolidated balance sheets because the instrument contains liquidation features, including a liquidation preference in the event of a deemed liquidation event, that are not solely within the Company’s control. The Company does not adjust the carrying value of the Series A Preferred Stock to its redemption value because it is not probable that the Series A Preferred Stock will become redeemable. The characteristics of the Series Preferred are as follows: Voting The holders of each share of the Series Preferred are entitled to one vote for each share of common stock into which such preferred stock is convertible at the time of the vote, subject to certain preferred stock class votes specified in the Company’s COI or as required by law. The holders of the Series Preferred and the Company’s common stock currently have the right to elect the Company’s Board of Directors (the “Board”) as follows: (a) two directors elected by the holders of the Series B Preferred Stock, voting as a separate class, (b) two directors elected by the holders of the Series C Preferred Stock, voting as a separate class, (c) one director elected by the holders of the Series D Preferred Stock, voting as a separate class, (d) one director elected by the holders of the Series G Preferred Stock, voting as a separate class; and (e) all remaining directors elected by the holders of the Series Preferred and common stock, voting together as a single class on an as-if-converted Dividends The holders of each share of the Senior Preferred Stock, in preference to the holders of the Series A Preferred Stock and common stock, are entitled to receive dividends if and when declared by the Board, pari passu with the holders of each series of the Senior Preferred Stock. The holders of each share of the Series A Preferred Stock are entitled to receive dividends in preference to the holders of common stock. As of December 31, 2019, no dividends have been declared or paid to the Company’s stockholders. Conversion Each share of the Series Preferred is convertible into common stock, at any time, at its holder’s discretion, at the conversion price then in effect. The conversion price for each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock is initially $1.61, $2.48, $5.93, $6.58, $8.11, $8.53, $8.98 and $13.60 per share, respectively (each subject to adjustments upon the occurrence of certain dilutive events). All outstanding shares of the Series Preferred shall be automatically converted into common stock upon the consummation of a firm-commitment underwritten initial public offering of not less than $75.0 million of gross proceeds and at a price of at least $14.84 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the common stock) (a “Qualified IPO”). All outstanding shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock shall be automatically converted into common stock upon the date and time, or the occurrence of an event, specified by vote or written consent of (i) at least a majority of the outstanding shares of Series B Preferred Stock (a “Series B Majority”) and (ii) the holders of at least two-thirds All outstanding shares of the Series H Preferred Stock shall be automatically converted into common stock upon the date and time, or the occurrence of an event, specified by vote or written consent of at least a majority of the outstanding shares of Series H Preferred Stock (a “Series H Vote”). Liquidation Preference In the event of a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which is defined in the COI to include a change of control, holders of the Senior Preferred Stock are entitled to receive, in preference to the holders of Series A Preferred Stock or common stock, an amount equal to the greater of (a) the respective series of Preferred Stock’s original issue price, plus any declared and unpaid dividends and (b) the amount the holders would receive had they converted into common stock immediately prior to the liquidation event (such greater amount, the “Liquidation Amount”). If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay the holders of the Senior Preferred Stock the full amount to which they are entitled, then the entire funds and assets legally available for distribution shall be distributed ratably among the holders of the Senior Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. After payment in full of the Liquidation Amount to the holders of Senior Preferred Stock, holders of Series A Preferred Stock are entitled to receive, in preference to all holders of common stock, an amount equal to the greater of (i) the original issue price of the Series A Preferred Stock, plus any declared and unpaid dividends and (ii) the amount the holders of Series A Preferred Stock would receive had they converted into common stock immediately prior to the liquidation event. If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay such holders the full amount to which they are entitled, then the entire remaining assets and funds legally available for distribution shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. After payment in full of the liquidation preferences of the Series Preferred, any remaining assets shall be distributed ratably to the holders of common stock. Redemption Prior to November 2019, a Series B Majority could have required the Company to redeem all outstanding shares of the Series B Preferred Stock at any time on or after November 12, 2020. In the event of such Series B redemption request, each of the holders of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock could have also requested redemption of all of such holder’s shares of Series C, Series D, Series E, Series F and Series G Preferred Stock (“tag along rights”). In connection with the Company’s issuance of Series H Preferred Stock, such Series B redemption rights and associated tag along rights of other preferred stockholders was eliminated. If the Company does not consummate a Qualified IPO or a deemed liquidation event (as defined in the COI) on or prior December 22, 2022, a majority of the holders of Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock then outstanding, voting together as a single class on an as-converted Common Stock On October 19, 2018 and December 5, 2019, the Company amended and restated the COI to increase the shares of common stock authorized for issuance to 92,953,200 and 113,443,854, respectively. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Warrants In connection with the offering of shares of Series B Preferred Stock, the Company issued warrants to an investor in return for providing ongoing advisory services (“Series B Warrants”). The Series B Warrants allow the investor to purchase up to 161,136 shares of common stock with an exercise price of $0.72 per share. The Series B Warrants vested in equal monthly installments through October 1, 2017. The Series B Warrants expire upon the earlier of (i) November 12, 2024, (ii) the time immediately prior to the consummation of an initial public offering of the Company, and (iii) the time immediately prior to the consummation of a deemed liquidation event. In connection with the Term Loan Facility, the Company issued a warrant (the “Series F Preferred Stock Warrant”) in August 2017 which allows the holders to purchase 589,970 shares of the Company’s Series F Preferred Stock with an exercise price of $8.53 per share. The warrant expires at the earlier of (i) August 11, 2027 and (ii) the third anniversary of an initial public offering. The fair value of the warrant on the issuance date was recorded as debt issuance costs for the Term Loan Facility with a corresponding amount recorded to “Other long-term liabilities” in the consolidated balance sheets. The warrant is classified as a liability due to the contingent redemption features in the underlying preferred stock and is measured at fair value at each reporting date. As of December 31, 2018 and 2019, the estimated fair value of the Series F Preferred Stock Warrant was $0.6 and $1.4 million, respectively. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | 11. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4% of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of June 30, 2020, there were 3,093,498 shares available for future issuance under the 2020 Plan. Stock Options The following table summarizes stock option activity for the six months ended June 30, 2020: Shares Weighted Average Exercise Weighted Average Remaining Contractual Outstanding as of December 31, 2019 6,340,000 $ 3.92 8.22 Granted 420,500 10.46 Exercised (3,274 ) 4.21 Forfeited / cancelled (417,150 ) 4.30 Outstanding as of June 30, 2020 6,340,076 $ 4.33 7.79 Vested and exercisable as of December 31, 2019 2,684,160 $ 3.58 7.41 Vested and exercisable as of June 30, 2020 3,451,864 $ 3.63 7.05 The Company recognized $0.7 million and $0.6 million of stock-based compensation expense related to stock options for the three months ended June 30, 2019 and 2020, respectively, and $1.5 million and $1.2 million for the six months ended June 30, 2019 and 2020, respectively. As of December 31, 2019 and June 30, 2020, the Company had $5.2 million, and $4.7 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.6 years, and 2.7 years, respectively. The grant date fair value of stock options granted during the six months ended June 30, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Six Months Ended Fair value of common stock (per share) $10.46 Expected term (in years) 5.9 — 6.3 Risk-free interest rate 1.7% Expected volatility 36.3% — 36.6% Dividend yield — % The weighted average fair value of stock options granted during the six months ended June 30, 2020 was estimated to be $3.97 per share. The aggregate intrinsic value of options exercised during the six months ended June 30, 2020 was immaterial, and the aggregate intrinsic value of options outstanding and options exercisable as of June 30, 2020 was $303.1 million and $167.5 million, respectively. RSUs The following table summarizes activity for restricted stock units (“RSUs”) for the six months ended June 30, 2020: Shares Weighted Grant Date Fair Unvested and outstanding as of December 31, 2019 408,000 $ 4.01 Granted 2,214,276 11.28 Vested (133,334 ) 3.60 Forfeited / cancelled (540 ) 11.57 Unvested and outstanding as of June 30, 2020 2,488,402 $ 10.50 The Company recognized $0.0 million and $3.3 million of stock-based compensation expense related to RSUs for the three months ended June 30, 2019 and 2020, respectively, and $0.0 million and $3.3 million for the six months ended June 30, 2019 and 2020, respectively. As of December 31, 2019 and June 30, 2020, the Company had $1.3 million and $20.9 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.4 years and 1.9 years, respectively. As a result of completing its IPO in June 2020, the Company commenced the recognition of compensation expense for 510,278 RSUs that vest upon the occurrence of a liquidity event, which includes an IPO, and continuous service that generally ranges from 12 to 48 -months. In February 2020, the Company granted 367,782 RSUs to its chief executive officer that vest upon the achievement of performance-based conditions, which includes Revenue and EBITDA targets for fiscal year 2022, and the achievement of a liquidity event, which includes a change of control or an IPO. As a result of completing its IPO in June 2020, and the probability of achieving the performance-based conditions, the Company commenced recognition of compensation expense. Accordingly, $0.5 million of stock-based compensation expense was recorded for these RSUs for the three and six months ended June 30, 2020. Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months, and upon death, disability, retirement and certain “good leaver” circumstances. RSAs During the years ended December 31, 2014 and 2015, the Company granted awards of 4,751,874 shares of restricted common stock (the “RSAs”). The following table summarizes the activity related to the Company’s RSAs for the six months ended June 30, 2020: Shares Unvested at December 31, 2019 272,868 Vested (272,868) Unvested at June 30, 2020 — For the three and six months ended June 30, 2019, the expense related to the RSAs was immaterial. For the three and six months ended June 30, 2020, the expense related to the RSAs was $0.2 million. As of June 30, 2020, there was no remaining unrecognized stock-based compensation expense related to the RSAs. | 12. Stock-based Compensation On November 12, 2014, the Company adopted the 2014 Equity Incentive Plan (“the Plan”), which authorized the issuance of up to 3,207,462 shares of common stock to employees, directors, and consultants of the Company, in the form of restricted stock, stock appreciation rights, and stock options. On September 20, 2016 and November 21, 2019, the Plan was amended to increase the number of authorized shares of common stock available for issuance to 12,463,460 and 17,463,460, respectively. As of December 31, 2019, there were 5,129,078 shares available for future issuance under the Plan. The amount and terms of grants under the Plan are determined by the Board. The stock options granted under the Plan generally expire within 10 years from the date of grant and generally vest over 4 years, at the rate of 25% on each first anniversary of the date of grant subject to continued service. Stock Options The following table summarizes stock option activity for the years ended December 31, 2018 and 2019: Shares Weighted Weighted Outstanding as of January 1, 2018 4,083,282 $ 3.47 8.57 Exercised (12,502 ) 3.71 Forfeited / cancelled (1,109,772 ) 3.52 Outstanding as of December 31, 2018 2,961,008 $ 3.45 7.47 Granted 3,502,450 4.31 Exercised (135,950 ) 3.42 Forfeited / cancelled (217,508 ) 3.56 Outstanding as of December 31, 2019 6,110,000 $ 3.95 8.28 Vested and exercisable as of December 31, 2018 1,431,678 $ 3.43 7.47 Vested and exercisable as of December 31, 2019 2,465,410 $ 3.60 7.45 The Company recognized $1.0 million and $2.6 million of stock-based compensation expense related to stock options during the years ended December 31, 2018 and 2019, respectively. As of December 31, 2018 and 2019, the Company had $1.9 million and $5.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.7 years and 2.6 years. The Company estimates the fair value of stock options on the date of the grant using the Black-Scholes option pricing model. Each of the Black-Scholes inputs generally require significant judgment, including the assumptions discussed below. • Given the absence of a publicly trading market, the Board considered various subjective factors to determine the fair value of the Company’s common stock at each meeting at which awards were approved. These factors include, but are not limited to, contemporaneous third-party valuations of its common stock, the lack of marketability of common stock and the likelihood of achieving a liquidity event such as an IPO or sale of the Company. • The expected term represents the period that the Company’s stock options are expected to be outstanding and is determined based on the “simplified” method, as prescribed in SEC Staff Accounting Bulletin (SAB) No. 107. • The risk-free interest rate is based on the interest rate payable on the U.S. Treasury securities with an equivalent expected term of the options. • The Company determines the price volatility factor based on the historical volatilities of several publicly listed peer companies as the Company does not have trading history for its common stock. • The expected dividend yield assumption is based on the Company’s current expectations about its anticipated dividend policy. There were no stock options granted during the year ended December 31, 2018. The grant date fair value of stock options granted during the year ended December 31, 2019 were estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Year Ended Fair value of common stock (per share) $4.21 - $5.45 Expected term (in years) 6.1 Risk-free interest rate 1.5% - 2.5% Expected volatility 36.3% - 36.9% Dividend yield –% The weighted average fair value of stock options granted during the year ended December 31, 2019 was estimated to be $1.71 per share. The aggregate intrinsic value of options exercised during the year ended December 31, 2018 was immaterial, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2018 was $2.3 million and $1.1 million, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2019 was $0.2 million, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2019 was $39.9 million and $16.9 million, respectively. RSUs In December 2016, the Company granted 100,000 restricted stock units (RSUs) which cliff vest on the earlier of June 6, 2020 or a liquidity event, which includes a change in control, initial public offering, or dissolution of the Company. For each of the years ended December 31, 2018 and 2019, the Company recognized $0.1 million of stock-based compensation expense related to these RSUs. As of December 31, 2019, there were 100,000 unvested RSUs outstanding which have an immaterial amount of unrecognized stock-based compensation. In March 2019, the Company granted 308,000 RSUs to certain key management that vest upon continuous service periods ranging from 12 to 36-months RSAs During the years ended December 31, 2014 and 2015, the Board approved the grant of 4,751,874 shares of restricted common stock awards (the “RSAs”). As of December 31, 2019, 4,479,006 shares are fully vested and 272,868 shares remain subject to repurchase, at the Company’s option, until the earlier of (i) the 10-year in-substance Holders of the RSAs have the ability to early exercise the awards prior to vesting and the Company has the right to repurchase early exercised restricted stock without transferring any appreciation to the employee if the employee terminates employment before the end of the original vesting period. The RSAs were issued to certain directors and employees of the Company in exchange for recourse promissory notes with the aggregate price of the underlying shares as the principal amount. The Company deemed all such recourse promissory notes to be non-substantive in The following table summarizes the activity related to the Company’s RSAs for the years ended December 31, 2018 and 2019: Shares Unvested at January 1, 2018 444,258 Vested (134,618 ) Unvested at December 31, 2018 309,640 Vested (36,772 ) Unvested at December 31, 2019 272,868 For the year ended December 31, 2018, the Company recognized $0.1 million of stock-based compensation expense related to the RSAs. For the year ended December 31, 2019, the expense related to the RSA’s was immaterial. As of December 31, 2019, the Company has $0.2 million of unrecognized stock-based compensation expense related to the RSAs which will be recognized upon completion of a liquidity event. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Financial Instruments and Fair Value Measurements | 12. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: 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 market prices in markets that are not active; or model-derived valuations 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 Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis: ` As of December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant — — 1,403 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 ` As of June 30, 2020 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 100,016 $ — $ — $ — Total financial assets $ 100,016 $ — $ — $ — The following table presents a reconciliation of the Series F Preferred Stock Warrant, which is measured at fair value using Level 3 inputs: Series F Preferred (in thousands) Balance as of December 31, 2019 $ 1,403 Change in fair value 20,470 Conversion to common stock warrant (21,873 ) Balance as of June 30, 2020 $ — Prior to the closing of the IPO on June 11, 2020 and the related conversion of the Company’s preferred stock into common stock, the Company estimated the fair value of the Series F Preferred Stock Warrant based on the Black-Scholes option-pricing model which utilized the value of shares sold in the Company’s latest preferred stock financing and allocated the estimated equity value of the Company to each class of the Company’s outstanding securities using an option-pricing back-solve model. Upon the closing of the IPO, the Series F Preferred Stock Warrant converted into a common stock warrant and the warrant liability was remeasured at fair value for the last time based on the quoted price of the Company’s publicly traded common stock. On June 23, 2020, the holders exercised the Series F Preferred Stock Warrant. Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. | 13. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: 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 market prices in markets that are not active; or model-derived valuations 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 Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis: As of December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 72,586 $ — $ — $ 72,586 Total financial assets $ 72,586 $ — $ — $ 72,586 Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant $ — $ — $ 634 $ 634 Total financial liabilities $ — $ — $ 634 $ 634 As of December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant $ — $ — $ 1,403 $ 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 The following table presents a reconciliation of the Series F Preferred Stock Warrant, which is measured at fair value using Level 3 inputs: Series F (in thousands) Balance as of January 1, 2018 $ 460 Change in fair value 174 Balance as of December 31, 2018 $ 634 Change in fair value 769 Balance as of December 31, 2019 $ 1,403 The change in fair value of the Series F Preferred Stock Warrant is recorded in “Other (income) expense, net” in the consolidated statements of operations. The Company estimates the fair value of the Series F Preferred Stock Warrant based on the Black-Scholes option-pricing model which utilizes the value of shares sold in the Company’s latest preferred stock financing and allocates the estimated equity value of the Company to each class of the Company’s outstanding securities using an option-pricing back-solve model. Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. The Term Loan Facility was repaid in full in December 2019. The fair value of the Term Loan Facility as of December 31, 2018, which was not carried at fair value on the consolidated balance sheets, was determined using Level 2 inputs. The carrying value and fair value of the Term Loan Facility as of December 31, 2018 were as follows: December 31, (in thousands) Carrying value, net of unamortized debt issuance costs $ 24,302 Fair value $ 25,045 |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Segment Information | 13. Segment Information The Company has three reportable segments: Ecommerce, TDA, and Wholesale. 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 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. As of December 31, 2019 and June 30, 2020, the Company did not have any assets located outside of the United States. The Ecommerce reportable 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 vehicle sales. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicle sales. The Wholesale reportable segment represents sales of used vehicles through wholesale auctions. Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, 2019 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 120,953 $ 85,413 $ 54,531 $ 260,897 Gross profit $ 7,295 $ 6,101 $ 449 $ 13,845 Three Months Ended June 30, 2020 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 175,568 $ 26,604 $ 50,921 $ 253,093 Gross profit (loss) $ 7,219 $ 931 $ (543 ) $ 7,607 Six Months Ended June 30, 2019 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 210,808 $ 178,497 $ 106,651 $ 495,956 Gross profit $ 13,049 $ 12,179 $ 629 $ 25,857 Six Months Ended June 30, 2020 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 408,740 $ 113,628 $ 106,497 $ 628,865 Gross profit (loss) $ 21,486 $ 6,346 $ (1,838 ) $ 25,994 The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Three Months Ended Six Months Ended 2019 2020 2019 2020 Segment gross profit $ 13,845 $ 7,607 $ 25,857 $ 25,994 Selling, general and administrative expenses 43,692 47,911 80,275 106,291 Depreciation and amortization 1,501 1,083 3,034 2,049 Interest expense 3,388 1,297 6,106 4,123 Interest Income (1,415 ) (715 ) (3,264 ) (2,671 ) Revaluation of preferred stock warrant 60 21,260 142 20,470 Other income, net (12 ) (53 ) (31 ) (86 ) Loss before provision (benefit) for income taxes $ (33,369 ) $ (63,176 ) $ (60,405 ) $ (104,182 ) | 14. Segment Information The Company has three reportable segments: Ecommerce, TDA, and Wholesale. 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 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. As of December 31, 2018 and 2019, the Company did not have any assets located outside of the United States. The Ecommerce reportable 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 vehicle sales. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicle sales. The Wholesale reportable segment represents sales of used vehicles through wholesale auctions. Information about the Company’s reportable segments for the years ended December 31, 2018 and 2019 are as follows: Year Ended December 31, 2018 (in thousands) Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 301,172 $ 379,743 $ 174,514 $ 855,429 Gross profit $ 22,425 $ 35,125 $ 3,257 $ 60,807 Year Ended December 31, 2019 (in thousands) Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 588,114 $ 390,243 $ 213,464 $ 1,191,821 Gross profit $ 32,127 $ 25,392 $ 340 $ 57,859 The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows: Year Ended December 31, 2018 2019 (in thousands) Segment gross profit $ 60,807 $ 57,859 Selling, general and administrative expenses 133,842 184,988 Depreciation and amortization 6,857 6,019 Interest expense 8,513 14,596 Interest Income (3,135 ) (5,607 ) Other (income) expense, net (321 ) 673 Loss before provision for income taxes $ (84,949 ) $ (142,810 ) |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 14. Income Taxes The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. The Company’s effective tax rate for the three months ended June 30, 2019 and 2020 was (0.12)% and 0.09% respectively. The effective tax rate for the six months ended June 30, 2019 and 2020 was (0.10)% and (0.12)% respectively. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone three ownership changes. There were ownership changes in July 2013, November 2014 and July 2015 which substantially limit the use of the net operating losses generated before the change in control. The Company has not identified any uncertain tax positions as of December 31, 2019 or June 30, 2020. | 15. Income Taxes The components of the provision for income taxes are as follows for the years ended December 31, 2018 and 2019: Year Ended December 31, 2018 2019 (in thousands) Current: Federal $ — $ — State and local 229 168 Total current tax expense $ 229 $ 168 The provision for income taxes of $0.2 million for each of the years ended December 31, 2018 and 2019 is due to the state tax ramifications of the Company’s operations. A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows: Year Ended 2018 2019 (in thousands) Income taxes at statutory rate $ (17,839 ) $ (29,990 ) State income taxes, net of federal benefit 180 125 Permanent differences 229 772 Change in valuation allowance 17,756 30,051 Other (97 ) (790 ) Provision for income taxes $ 229 $ 168 Significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2018 2019 (in thousands) Deferred income tax assets: Net operating loss carryforwards $ 41,510 $ 66,879 Inventory reserves 3,899 5,911 Stock-based compensation 719 840 Accrued Expense — 867 Depreciation — 114 Other 98 596 Total deferred tax assets 46,226 75,207 Less: valuation allowance (44,906 ) (74,959 ) Net deferred tax assets 1,320 248 Deferred tax liabilities: Intangible amortization (866 ) (248 ) Depreciation (454 ) — Net deferred tax liabilities (1,320 ) (248 ) Net deferred income taxes $ — $ — In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets as of December 31, 2018 and December 31, 2019, respectively, because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2019, the Company has net operating loss carryforwards for U.S. federal income tax purposes of $126.2 million, which expire from 2034 through 2037 and $186.6 million, which do not expire. The Company has net operating loss carryforwards for state income tax purposes of $22.3 million, which expire from 2034 through 2039. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone three ownership changes. There was a change in each of July 2013, November 2014 and July 2015 which substantially limit the use of the NOLs generated before the change in control. The Company has not identified any uncertain tax positions as of December 31, 2018 and 2019. Tax Cuts and Jobs Act On December 22, 2017, the U.S. federal income tax reform legislation known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The TCJA resulted in fundamental changes to the Internal Revenue Code of 1986, as amended. The TCJA, among other things, includes changes to U.S. federal tax rates, additional limitations on the deductibility of interest, and allows for the expensing of capital expenditures. There was no material impact to the Company’s effective tax rate due to the full valuation allowance position. The Company’s net deferred tax assets and liabilities were revalued at the newly enacted U.S. corporate rate and the impact of the reduced corporate rate was fully offset by a reduction in the valuation allowance. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share | 15. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2019 2020 2019 2020 Net loss $ (33,340 ) $ (63,228 ) $ (60,479 ) $ (104,287 ) Accretion of redeemable convertible preferred stock (25,879 ) — (43,843 ) — Net loss attributable to common stockholders $ (59,219 ) $ (63,228 ) $ (104,322 ) $ (104,287 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,580,150 31,599,497 8,579,539 20,035,476 Net loss per share attributable to common stockholders, basic and diluted $ (6.90 ) $ (2.00 ) $ (12.16 ) $ (5.21 ) 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, 2019 2020 Redeemable convertible preferred stock 66,825,300 — Warrants 161,136 — Stock options 5,985,508 6,340,076 Restricted stock awards 3,873,214 3,249,382 Restricted stock units 408,000 2,488,402 Total 77,253,158 12,077,860 | 16. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands, except share and per share amounts) 2018 2019 Net loss $ (85,178 ) $ (142,978 ) Accretion of redeemable convertible preferred stock (13,036 ) (132,750 ) Net loss attributable to common stockholders $ (98,214 ) $ (275,728 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,540,778 8,605,962 Net loss per share attributable to common stockholders, basic and diluted $ (11.50 ) $ (32.04 ) 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: Year Ended December 31, 2018 2019 Redeemable convertible preferred stock 66,825,300 83,568,628 Warrants 161,136 161,136 Stock options 2,961,008 6,110,000 Restricted stock awards 3,873,214 3,249,382 Restricted stock units 100,000 408,000 Total 73,920,658 93,497,146 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 16. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2019 and 2020, payments of the annual fees were waived. In May 2020, the MSA was terminated. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. For the three and six months ended June 30, 2019, the Company incurred $0.4 million of costs under the Vendor Agreement. The Vendor Agreement was terminated in February 2020. | 17. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2018 and 2019, payments of the annual fees were waived. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. For the year ended December 31, 2019, the Company incurred $1.1 million of costs under the Vendor Agreement. The Vendor Agreement was terminated in February 2020. |
Subsequent Events (unaudited)
Subsequent Events (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events (unaudited) | 18. Subsequent Events (unaudited) In May 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during the second half of the year ending December 31, 2020 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company has agreed to pay Rocket a combination of cash and stock for vehicle sales made through the platform, including upfront equity consisting of 183,870 shares of the Company’s common stock that were issued upon execution of the RA Agreement, and the potential issuance to Rocket of up to an additional 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. In May 2020, the Company’s MSA with Catterton Management was terminated. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 9. Leases The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, the Company’s reconditioning facility, the TDA retail location, the Company’s Sell Us Your Car centers, parking lots and other facilities. The real estate leases have terms ranging from six months to eight years. The Company also has leases for various types of equipment, which are not material, individually or in the aggregate. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company. The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. Options to extend or terminate leases Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use Lease term and discount rate As of June 30, 2020, the weighted-average remaining lease term and discount rate for the Company’s operating leases were 4.0 years and 3.4%, excluding short-term operating leases. 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 determines its incremental borrowing rate based on a synthetic credit rating that was developed with the assistance of a third-party specialist. Lease costs and activity The Company’s lease costs and activity for the three and six months ended June 30, 2020 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2020 2020 Operating lease cost $ 1,369 $ 2,767 Short-term lease cost 634 1,518 Variable lease cost 437 966 Sublease income (100 ) (337 ) Net lease cost $ 2,340 $ 4,914 Three Months Ended June 30, Six Months Ended June 30, Other information 2020 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,399 $ 2,826 Right-of-use $ — $ 521 Maturity of Lease Liabilities The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s condensed consolidated balance sheet as of June 30, 2020 were as follows (in thousands): For remainder of 2020 $ 2,591 2021 5,022 2022 3,291 2023 3,138 2024 2,858 Thereafter 724 Total lease payments 17,624 Less: interest (1,234 ) Present value of lease liabilities $ 16,390 Operating lease liabilities, current $ 4,640 Operating lease liabilities, noncurrent 11,750 Total operating lease liabilities $ 16,390 Future minimum payments under non-cancelable Year Ending December 31, 2020 $ 5,509 2021 4,909 2022 3,204 2023 3,026 2024 2,746 Thereafter 699 Total future minimum lease payments $ 20,093 In accordance with ASC Topic 840, rent expense was $1.9 million and $3.4 million for three and six months ended June 30, 2019. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term. Deferred rent under ASC Topic ASC 840 is recorded within “Accrued expenses” in the condensed consolidated balance sheet. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Stock Split | Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 per-share | Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 per-share |
Initial Public Offering | Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their over-allotment option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 10—Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity, all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. | Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their over-allotment option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 11—Redeemable Convertible Preferred Stock and Stockholders’ Deficit, all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. |
Basis of Presentation | Basis of Presentation The interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting.The condensed consolidated balance sheet as of December 31,2019, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus dated June 8, 2020 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), on June 9, 2020 (the “Prospectus”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 30, 2020 and its results of operations for the three and six months ended June 30, 2019 and 2020. The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. Except as described elsewhere in Note 2to the condensed consolidated financial statements, there have been no material changes to the Company’s significant accounting policies as described in the Prospectus. | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 COVID-19, | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 COVID-19, |
Comprehensive Loss | Comprehensive Loss The Company did not have any other comprehensive income or loss for three and six months ended June 30, 2019 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented. | Comprehensive Loss The Company did not have any other comprehensive income or loss for years ended December 31, 2018 and 2019. Accordingly, net loss and comprehensive loss are the same for the periods presented. |
Revenue Recognition | Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. | |
Cost of sales | Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. | |
Restricted Cash | Restricted Cash Restricted cash as of December 31, 2019 and June 30, 2020 includes cash deposits required under letter of credit agreements as explained in Note 8 – Commitments and Contingencies. Restricted cash as of June 30, 2020 also includes a $20.0 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 7 – Vehicle Floorplan Facilities. | Restricted Cash Restricted cash includes deposits required under letter of credit agreements as explained in Note 10—Commitments and Contingencies. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. The allowance for doubtful accounts was $0.0 and $0.8 million as of December 31, 2018 and 2019, respectively. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. | |
Inventory | Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 7 years Furniture and fixtures 3 to 15 years Company Vehicles 4 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, TDA, and Wholesale. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. No goodwill impairment was determined to exist for the years ended December 31, 2018 and 2019. In connection with its annual goodwill impairment test as of October 1, 2019, the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. In connection with the its annual goodwill impairment test as of October 1, 2018, the Company performed qualitative impairment assessments for the Ecommerce and Wholesale reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. For the TDA reporting unit, the Company determined the most effective approach was to bypass the optional qualitative assessment and perform a quantitative impairment test. The results of the quantitative test indicated that the fair value of the TDA reporting unit substantially exceeded carrying value and that the TDA reporting unit was not at risk of failing the quantitative impairment test. A quantitative goodwill impairment test requires a determination of whether the estimated fair value of a reporting unit is less than its carrying value. The Company estimates the fair value of a reporting unit using an income valuation approach. The income valuation approach is applied using the discounted cash flow method which requires (1) estimating future cash flows for a discrete projection period (2) estimating the terminal value, which reflects the remaining value that the reporting unit is expected to generate beyond the projection period and (3) discounting those amounts to present value at a discount rate which is based on a weighted average cost of capital that considers the relative risk of the cash flows. The income valuation approach requires the use of significant estimates and assumptions, which include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit multiple which requires significant assumptions regarding the selection of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the automotive and ecommerce industries, its recent performance, its expectations of its future performance, and other assumptions it believes to be reasonable. Actual future results may differ from those estimates. The Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units. The Company’s intangible assets are amortized on a straight-line basis over the following estimated useful lives: Trademarks 5 years Technology 4 years The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When impairment indicators are present, the recoverability of an asset is measured by comparing the carrying value of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment charges were recognized for the years ended December 31, 2018 and 2019. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO. As of December 31, 2018 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.” | |
Vehicle Floorplan | Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” | |
Stock-Based Compensation | Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during the second half of the year ending December 31, 2020 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company has agreed to pay Rocket a combination of cash and stock for vehicle sales made through the platform, including upfront equity consisting of 183,870 shares of the Company’s common stock that were issued upon execution of the RA Agreement, and the potential issuance to Rocket of up to an additional 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation | Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Advertising | Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $12.7 million and $11.6 million for the three months ended June 30, 2019 and 2020, respectively, and $19.8 million and $29.5 million for the six months ended June 30, 2019 and 2020, respectively. | Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $25.6 million and $49.9 million for the years ended December 31, 2018 and 2019, respectively. |
Shipping and Handling | Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $2.7 million and $5.5 million for the three months ended June 30, 2019 and 2020, respectively, and $4.9 million and $11.3 million for the six months ended June 30, 2019 and 2020, respectively. | Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $6.4 million and $14.0 million for the years ended December 31, 2018 and 2019, respectively. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash and cash equivalents are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the three and six months ended June 30, 2019 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2019 and June 30, 2020. | Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash and cash equivalents are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. Concentration of credit risk with respect to accounts receivables is generally mitigated by a large customer base. For the years ended December 31, 2018 and 2019, no customer represented 10% or more of the Company’s revenues or accounts receivable. |
Liquidity | Liquidity The Company has had negative cash flows and losses from operations since inception which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facility (refer to Note 7 – Vehicle Floorplan Facilities). As further discussed in Note 7, the Company entered into a new vehicle floorplan facility in March 2020 which increased the borrowing capacity up to $450.0 million and extended the term through March 2021. 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) COVID-19 | Liquidity For the years ended December 31, 2018 and 2019, the Company generated negative cash flows from operations of approximately $64.9 million and $215.6 million, respectively, and generated net losses of approximately $85.2 million and $143.0 million, respectively. Since inception, the Company has had losses from operations which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through its vehicle floorplan facility (refer to Note 8—Vehicle Floorplan). As further discussed in Note 8, the Company entered into a new vehicle floorplan facility in March 2020 which increases the borrowing capacity up to $450.0 million and extended the term through March 2021. 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) COVID-19 re-issuance |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method the two-class method, the two-class method, the two-class method, The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2018 and 2019 has been presented as an increase to net loss to determine net loss attributable to common stockholders. | |
Accounting Standards Adopted and Accounting Standards Issued But Not Yet Adopted | Accounting Standards Adopted In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) right-of-use assets The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13, non-recurring In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Accounting Standards Issued But Not Yet Adopted The Company previously qualified as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and it had elected to delay adoption of new or revised accounting standards until those standards apply to private companies. The Company ceased to qualify as an EGC because its annual revenue for the fiscal year ended December 31, 2019 exceeded $1.07 billion. The Company continued to be treated as an EGC through June 11, 2020, which was the date the Company consummated the IPO. Accordingly, since the Company can no longer be treated as an EGC, effective dates included in these condensed consolidated financial statements reflect the effective dates that apply to public companies. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes | Accounting Standards Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”) The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606. The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of extended warranty contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the extended warranty contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the extended warranty contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the extended warranties are sold to the end-customer. Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies. In August 2016, the FASB issued new guidance, ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued new guidance, ASU 2016-18, Restricted Cash In January 2017, the FASB issued new guidance, ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business, In January 2017, the FASB issued new guidance, ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other —Internal-Use 350-40): Computing Arrangement That Is a Service Contract 2018-15”) . internal-use 350-40. 2018-15, 2018-15 Accounting Standards Issued But Not Yet Adopted The Company previously qualified as an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and it had elected to delay adoption of new or revised accounting standards until those standards apply to private companies. The Company ceased to qualify as an EGC because its annual revenue for the fiscal year ended December 31, 2019 exceeded $1.07 billion. The Company continued to be treated as an EGC through June 11, 2020, which was the date the Company consummated the IPO. Accordingly, since the Company can no longer be treated as an EGC, effective dates included in these consolidated financial statements reflect the effective dates that apply to public companies. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) right-of-use assets The Company adopted Topic 842 on January 1, 2020 and elected to use the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms. Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, 2018-13, non-recurring In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 7 years Furniture and fixtures 3 to 15 years Company Vehicles 4 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use 3 to 5 years |
Schedule of Estimated Useful Lives of Intangible Assets | The Company’s intangible assets are amortized on a straight-line basis over the following estimated useful lives: Trademarks 5 years Technology 4 years |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, June 30, 2019 2020 Vehicles $ 203,290 $ 140,111 Parts and accessories 2,456 952 Total inventory $ 205,746 $ 141,063 | Inventory consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Vehicles $ 115,213 $ 203,290 Parts and accessories 338 2,456 Total inventory $ 115,551 $ 205,746 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, June 30, 2019 2020 Equipment $ 930 $ 991 Furniture and fixtures 1,725 1,725 Company vehicles 1,151 1,151 Leasehold improvements 6,556 6,584 Internal-use 4,406 8,012 Other 2,580 2,624 17,348 21,087 Accumulated depreciation and amortization (9,520 ) (11,304 ) Property and equipment, net $ 7,828 $ 9,783 | Property and equipment, net consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Equipment $ 866 $ 930 Furniture and fixtures 1,837 1,725 Company vehicles 1,494 1,151 Leasehold improvements 7,297 6,556 Internal-use 1,460 4,406 Other 1,982 2,580 14,936 17,348 Accumulated depreciation and amortization (7,263 ) (9,520 ) Property and equipment, net $ 7,673 $ 7,828 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets consisted of the following as of December 31, 2018 and 2019: December 31, 2018 (in thousands) Gross Accumulated Carrying Trademarks $ 2,490 $ (1,481 ) $ 1,009 Technology 11,500 (8,686 ) 2,814 Other 252 (130 ) 122 Total intangible assets $ 14,242 $ (10,297 ) $ 3,945 December 31, 2019 (in thousands) Gross Accumulated Carrying Trademarks $ 2,490 $ (1,990 ) $ 500 Technology 11,500 (11,500 ) — Other 252 (180 ) 72 Total intangible assets $ 14,242 $ (13,670 ) $ 572 |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets subsequent to December 31, 2019 consists of the following: Year Ending December 31: (in thousands) 2020 $ 538 2021 29 2022 5 $ 572 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Schedule of Accrued Expenses | The Company’s accrued expenses consisted of the following (in thousands): December 31, June 30, 2019 2020 Accrued marketing expenses $ 3,158 $ 6,488 Vehicle related expenses 8,923 8,234 Sales taxes 7,455 11,304 Accrued compensation and benefits 3,386 2,654 Accrued professional services 2,964 5,537 Accrued Series H preferred stock issuance costs 5,020 — Other 7,585 6,681 Total accrued expenses $ 38,491 $ 40,898 | The Company’s accrued expenses consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Accrued marketing expenses $ 4,083 $ 3,158 Vehicle related expenses 4,015 8,923 Sales taxes 2,049 7,455 Accrued compensation and benefits 2,877 3,386 Accrued professional services 1,955 2,964 Accrued Series H preferred stock issuance costs — 5,020 Lease exit costs 1,375 531 Other 5,211 7,054 Total accrued expenses $ 21,565 $ 38,491 |
Other Current Liabilities | The Company’s other current liabilities consisted of the following (in thousands): December 31, June 30, 2019 2020 Vehicle payable $ 8,904 $ 10,493 Other 2,668 2,622 Total other current liabilities $ 11,572 $ 13,115 | The Company’s other current liabilities consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Vehicle payable $ 4,799 $ 8,904 Other 818 2,533 Total other current liabilities $ 5,617 $ 11,437 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Long-term debt consisted of the following as of December 31, 2018 and 2019: December 31, 2018 2019 (in thousands) Term loan credit facility $ 25,000 $ — Other 129 316 Total debt 25,129 316 Less: current portion (8,386 ) (135 ) Less: unamortized debt issuance costs (698 ) — Total long-term debt, net $ 16,045 $ 181 |
Scheduled maturities of debt | Scheduled maturities of debt are as follows: Year Ending December 31, (in thousands) 2020 $ 135 2021 144 2022 37 Total $ 316 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Summary of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum payments under non-cancelable Year Ending December 31, 2020 $ 5,509 2021 4,909 2022 3,204 2023 3,026 2024 2,746 Thereafter 699 Total future minimum lease payments $ 20,093 | Future minimum payments under non-cancelable Year Ending December 31, (in thousands) 2020 $ 5,509 2021 4,909 2022 3,204 2023 3,026 2024 2,746 Thereafter 699 Total future minimum lease payments $ 20,093 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract] | ||
Schedule of Authorized, Issued and Outstanding Shares, Issue Price, Conversion Price, Liquidation Preference and Carrying Value of Series Preferred | The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred as of December 31, 2019 were as follows: As of December 31, 2019 (in thousands, except share and per share amounts) Shares authorized Shares issued and outstanding Issue price Per share conversion price Liquidation preference Carrying value Series A 3,983,996 3,983,996 $ 1.61 $ 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 42,425 Series C 9,134,242 9,134,242 5.93 5.93 54,209 88,739 Series D 14,431,136 14,431,136 6.58 6.58 95,000 142,724 Series E 6,163,792 6,163,792 8.11 8.11 50,000 64,042 Series F 12,705,580 12,115,610 8.53 8.53 103,346 127,820 Series G 16,280,040 16,280,040 8.98 8.98 146,113 174,764 Series H 18,708,094 16,743,328 13.60 13.60 227,651 227,651 86,123,364 83,568,628 $ 694,447 $ 874,332 | The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred were as follows as of December 31, 2018 and 2019: December 31, 2018 (in thousands, except share and per share amounts) Shares Shares Issue Per share Liquidation Carrying Series A 3,983,996 3,983,996 $ 1.61 $ 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 29,478 Series C 9,134,242 9,134,242 5.93 5.93 54,209 68,004 Series D 14,431,136 14,431,136 6.58 6.58 95,000 111,481 Series E 6,163,792 6,163,792 8.11 8.11 50,000 52,269 Series F 12,705,580 12,115,610 8.53 8.53 103,346 105,588 Series G 19,497,554 16,280,040 8.98 8.98 146,113 146,113 70,632,784 66,825,300 $ 466,796 $ 519,100 December 31, 2019 (in thousands, except share and per share amounts) Shares Shares Issue Per share Liquidation Carrying Series A 3,983,996 3,983,996 $ 1.61 1.61 $ 6,419 $ 6,167 Series B 4,716,484 4,716,484 2.48 2.48 11,709 42,425 Series C 9,134,242 9,134,242 5.93 5.93 54,209 88,739 Series D 14,431,136 14,431,136 6.58 6.58 95,000 142,724 Series E 6,163,792 6,163,792 8.11 8.11 50,000 64,042 Series F 12,705,580 12,115,610 8.53 8.53 103,346 127,820 Series G 16,280,040 16,280,040 8.98 8.98 146,113 174,764 Series H 18,708,094 16,743,328 13.60 13.60 227,651 227,651 86,123,364 83,568,628 $ 694,447 $ 874,332 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2020: Shares Weighted Average Exercise Weighted Average Remaining Contractual Outstanding as of December 31, 2019 6,340,000 $ 3.92 8.22 Granted 420,500 10.46 Exercised (3,274 ) 4.21 Forfeited / cancelled (417,150 ) 4.30 Outstanding as of June 30, 2020 6,340,076 $ 4.33 7.79 Vested and exercisable as of December 31, 2019 2,684,160 $ 3.58 7.41 Vested and exercisable as of June 30, 2020 3,451,864 $ 3.63 7.05 | The following table summarizes stock option activity for the years ended December 31, 2018 and 2019: Shares Weighted Weighted Outstanding as of January 1, 2018 4,083,282 $ 3.47 8.57 Exercised (12,502 ) 3.71 Forfeited / cancelled (1,109,772 ) 3.52 Outstanding as of December 31, 2018 2,961,008 $ 3.45 7.47 Granted 3,502,450 4.31 Exercised (135,950 ) 3.42 Forfeited / cancelled (217,508 ) 3.56 Outstanding as of December 31, 2019 6,110,000 $ 3.95 8.28 Vested and exercisable as of December 31, 2018 1,431,678 $ 3.43 7.47 Vested and exercisable as of December 31, 2019 2,465,410 $ 3.60 7.45 |
Summary of Weighted Average Assumptions Used in Calculation of Fair Value Using Black-Scholes Option Pricing Model | The grant date fair value of stock options granted during the six months ended June 30, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Six Months Ended Fair value of common stock (per share) $10.46 Expected term (in years) 5.9 — 6.3 Risk-free interest rate 1.7% Expected volatility 36.3% — 36.6% Dividend yield — % | The grant date fair value of stock options granted during the year ended December 31, 2019 were estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Year Ended Fair value of common stock (per share) $4.21 - $5.45 Expected term (in years) 6.1 Risk-free interest rate 1.5% - 2.5% Expected volatility 36.3% - 36.9% Dividend yield –% |
Summary of RSAs Activity | The following table summarizes the activity related to the Company’s RSAs for the six months ended June 30, 2020: Shares Unvested at December 31, 2019 272,868 Vested (272,868) Unvested at June 30, 2020 — | The following table summarizes the activity related to the Company’s RSAs for the years ended December 31, 2018 and 2019: Shares Unvested at January 1, 2018 444,258 Vested (134,618 ) Unvested at December 31, 2018 309,640 Vested (36,772 ) Unvested at December 31, 2019 272,868 |
Summary of Activity for Restricted Stock Units | The following table summarizes activity for restricted stock units (“RSUs”) for the six months ended June 30, 2020: Shares Weighted Grant Date Fair Unvested and outstanding as of December 31, 2019 408,000 $ 4.01 Granted 2,214,276 11.28 Vested (133,334 ) 3.60 Forfeited / cancelled (540 ) 11.57 Unvested and outstanding as of June 30, 2020 2,488,402 $ 10.50 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis: ` As of December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant — — 1,403 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 ` As of June 30, 2020 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 100,016 $ — $ — $ — Total financial assets $ 100,016 $ — $ — $ — | The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis: As of December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 72,586 $ — $ — $ 72,586 Total financial assets $ 72,586 $ — $ — $ 72,586 Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant $ — $ — $ 634 $ 634 Total financial liabilities $ — $ — $ 634 $ 634 As of December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant $ — $ — $ 1,403 $ 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 |
Schedule of Reconciliation of Preferred Stock Warrant Measured at Fair Value Using Level 3 Inputs | The following table presents a reconciliation of the Series F Preferred Stock Warrant, which is measured at fair value using Level 3 inputs: Series F Preferred (in thousands) Balance as of December 31, 2019 $ 1,403 Change in fair value 20,470 Conversion to common stock warrant (21,873 ) Balance as of June 30, 2020 $ — | The following table presents a reconciliation of the Series F Preferred Stock Warrant, which is measured at fair value using Level 3 inputs: Series F (in thousands) Balance as of January 1, 2018 $ 460 Change in fair value 174 Balance as of December 31, 2018 $ 634 Change in fair value 769 Balance as of December 31, 2019 $ 1,403 |
Schedule of Carrying Value and Fair Value of Term Loan Facility | The carrying value and fair value of the Term Loan Facility as of December 31, 2018 were as follows: December 31, (in thousands) Carrying value, net of unamortized debt issuance costs $ 24,302 Fair value $ 25,045 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Summary of Reportable Segments | Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended June 30, 2019 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 120,953 $ 85,413 $ 54,531 $ 260,897 Gross profit $ 7,295 $ 6,101 $ 449 $ 13,845 Three Months Ended June 30, 2020 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 175,568 $ 26,604 $ 50,921 $ 253,093 Gross profit (loss) $ 7,219 $ 931 $ (543 ) $ 7,607 Six Months Ended June 30, 2019 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 210,808 $ 178,497 $ 106,651 $ 495,956 Gross profit $ 13,049 $ 12,179 $ 629 $ 25,857 Six Months Ended June 30, 2020 Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 408,740 $ 113,628 $ 106,497 $ 628,865 Gross profit (loss) $ 21,486 $ 6,346 $ (1,838 ) $ 25,994 | Information about the Company’s reportable segments for the years ended December 31, 2018 and 2019 are as follows: Year Ended December 31, 2018 (in thousands) Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 301,172 $ 379,743 $ 174,514 $ 855,429 Gross profit $ 22,425 $ 35,125 $ 3,257 $ 60,807 Year Ended December 31, 2019 (in thousands) Ecommerce TDA Wholesale Consolidated Revenues from external customers $ 588,114 $ 390,243 $ 213,464 $ 1,191,821 Gross profit $ 32,127 $ 25,392 $ 340 $ 57,859 |
Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes | The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Three Months Ended Six Months Ended 2019 2020 2019 2020 Segment gross profit $ 13,845 $ 7,607 $ 25,857 $ 25,994 Selling, general and administrative expenses 43,692 47,911 80,275 106,291 Depreciation and amortization 1,501 1,083 3,034 2,049 Interest expense 3,388 1,297 6,106 4,123 Interest Income (1,415 ) (715 ) (3,264 ) (2,671 ) Revaluation of preferred stock warrant 60 21,260 142 20,470 Other income, net (12 ) (53 ) (31 ) (86 ) Loss before provision (benefit) for income taxes $ (33,369 ) $ (63,176 ) $ (60,405 ) $ (104,182 ) | The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows: Year Ended December 31, 2018 2019 (in thousands) Segment gross profit $ 60,807 $ 57,859 Selling, general and administrative expenses 133,842 184,988 Depreciation and amortization 6,857 6,019 Interest expense 8,513 14,596 Interest Income (3,135 ) (5,607 ) Other (income) expense, net (321 ) 673 Loss before provision for income taxes $ (84,949 ) $ (142,810 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows for the years ended December 31, 2018 and 2019: Year Ended December 31, 2018 2019 (in thousands) Current: Federal $ — $ — State and local 229 168 Total current tax expense $ 229 $ 168 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows: Year Ended 2018 2019 (in thousands) Income taxes at statutory rate $ (17,839 ) $ (29,990 ) State income taxes, net of federal benefit 180 125 Permanent differences 229 772 Change in valuation allowance 17,756 30,051 Other (97 ) (790 ) Provision for income taxes $ 229 $ 168 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, 2018 2019 (in thousands) Deferred income tax assets: Net operating loss carryforwards $ 41,510 $ 66,879 Inventory reserves 3,899 5,911 Stock-based compensation 719 840 Accrued Expense — 867 Depreciation — 114 Other 98 596 Total deferred tax assets 46,226 75,207 Less: valuation allowance (44,906 ) (74,959 ) Net deferred tax assets 1,320 248 Deferred tax liabilities: Intangible amortization (866 ) (248 ) Depreciation (454 ) — Net deferred tax liabilities (1,320 ) (248 ) Net deferred income taxes $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2019 2020 2019 2020 Net loss $ (33,340 ) $ (63,228 ) $ (60,479 ) $ (104,287 ) Accretion of redeemable convertible preferred stock (25,879 ) — (43,843 ) — Net loss attributable to common stockholders $ (59,219 ) $ (63,228 ) $ (104,322 ) $ (104,287 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,580,150 31,599,497 8,579,539 20,035,476 Net loss per share attributable to common stockholders, basic and diluted $ (6.90 ) $ (2.00 ) $ (12.16 ) $ (5.21 ) | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands, except share and per share amounts) 2018 2019 Net loss $ (85,178 ) $ (142,978 ) Accretion of redeemable convertible preferred stock (13,036 ) (132,750 ) Net loss attributable to common stockholders $ (98,214 ) $ (275,728 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 8,540,778 8,605,962 Net loss per share attributable to common stockholders, basic and diluted $ (11.50 ) $ (32.04 ) |
Summary of 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, 2019 2020 Redeemable convertible preferred stock 66,825,300 — Warrants 161,136 — Stock options 5,985,508 6,340,076 Restricted stock awards 3,873,214 3,249,382 Restricted stock units 408,000 2,488,402 Total 77,253,158 12,077,860 | 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: Year Ended December 31, 2018 2019 Redeemable convertible preferred stock 66,825,300 83,568,628 Warrants 161,136 161,136 Stock options 2,961,008 6,110,000 Restricted stock awards 3,873,214 3,249,382 Restricted stock units 100,000 408,000 Total 73,920,658 93,497,146 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs and Activity | The Company’s lease costs and activity for the three and six months ended June 30, 2020 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Lease Cost 2020 2020 Operating lease cost $ 1,369 $ 2,767 Short-term lease cost 634 1,518 Variable lease cost 437 966 Sublease income (100 ) (337 ) Net lease cost $ 2,340 $ 4,914 Three Months Ended June 30, Six Months Ended June 30, Other information 2020 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,399 $ 2,826 Right-of-use $ — $ 521 |
Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation | The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s condensed consolidated balance sheet as of June 30, 2020 were as follows (in thousands): For remainder of 2020 $ 2,591 2021 5,022 2022 3,291 2023 3,138 2024 2,858 Thereafter 724 Total lease payments 17,624 Less: interest (1,234 ) Present value of lease liabilities $ 16,390 Operating lease liabilities, current $ 4,640 Operating lease liabilities, noncurrent 11,750 Total operating lease liabilities $ 16,390 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($) | Jun. 30, 2020 | Jun. 30, 2020USD ($)Segment | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) |
Description of Business and Basis of Presentation [Line Items] | ||||||
Number of reportable segments | Segment | 3 | 3 | ||||
Stock split, description | 2-for-1 | On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company's outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. | 2-for-1 | |||
Proceeds from underwriting discount and commission | $ 504,023 | |||||
Stock offering expenses | $ 2,400 | $ 0 | ||||
Forward stock split | 2 | 2 | 2 | |||
IPO | ||||||
Description of Business and Basis of Presentation [Line Items] | ||||||
Stock issued during period shares | shares | 24,437,500 | |||||
Sale of stock, price per share | $ / shares | $ 22 | |||||
Proceeds from underwriting discount and commission | $ 504,000 | $ 504,000 | ||||
Stock offering expenses | $ 7,500 | $ 7,500 | ||||
Underwriters | ||||||
Description of Business and Basis of Presentation [Line Items] | ||||||
Stock issued during period shares | shares | 3,187,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jun. 11, 2020 | May 15, 2020 | Jan. 01, 2018 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 |
Accounting Policies [Line Items] | ||||||||||||
Allowance for doubtful accounts | $ 1,135,000 | $ 1,135,000 | $ 789,000 | $ 0 | ||||||||
Deferred offering costs | 2,400,000 | 0 | ||||||||||
Net loss | 104,287,000 | $ 60,479,000 | 142,978,000 | 85,178,000 | ||||||||
Net cash (used in) provided by operating activities | 4,000 | (127,897,000) | (215,636,000) | (64,911,000) | ||||||||
Increased borrowing capacity | $ 450,000,000 | |||||||||||
Proceeds from issuance of IPO | 504,023,000 | |||||||||||
Net decrease to accumulated deficit | $ 1,700,000 | |||||||||||
Other assets | 12,472,000 | 12,472,000 | 11,485,000 | 5,573,000 | ||||||||
Amortization expense | 300,000 | |||||||||||
Operating lease liabilities | 16,390,000 | 16,390,000 | $ 18,400,000 | |||||||||
Operating lease right-of-use assets | 15,437,000 | 15,437,000 | $ 17,400,000 | |||||||||
Cash deposits included in restricted cash | 21,853,000 | 21,853,000 | 1,853,000 | 1,853,000 | ||||||||
Under writing discount and offering expenses | 7,500,000 | |||||||||||
IPO | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Deferred offering costs | $ 7,500,000 | $ 7,500,000 | ||||||||||
Proceeds from issuance of IPO | $ 504,000,000 | $ 504,000,000 | ||||||||||
Common stock, issued | 24,437,500 | |||||||||||
Term for issuance of additional shares of common stock | $ 22 | |||||||||||
Selling, General and Administrative Expenses | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Advertising expense | 11,600,000 | $ 12,700,000 | 29,500,000 | 19,800,000 | 49,900,000 | 25,600,000 | ||||||
Selling, General and Administrative Expenses | Shipping and Handling | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Shipping and handling expenses | 5,500,000 | $ 2,700,000 | 11,300,000 | $ 4,900,000 | $ 14,000,000 | $ 6,400,000 | ||||||
Vehicle Floor Plan Facilities | Cash Deposits | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Cash deposits included in restricted cash | $ 20,000,000 | $ 20,000,000 | ||||||||||
Vehicle Floor Plan Facilities | Line Of Credit | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Increased borrowing capacity | $ 450,000,000 | |||||||||||
Extended term | 2021-03 | |||||||||||
Maximum | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Amortization Period | 5 years | |||||||||||
Maximum | IPO | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Term for issuance of additional shares of common stock | $ 14.84 | |||||||||||
Minimum | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Amortization Period | 2 years | |||||||||||
RA Agreement | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Common stock, issued | 183,870 | |||||||||||
Term for issuance of additional shares of common stock | $ 11.57 | |||||||||||
RA Agreement | Maximum | ||||||||||||
Accounting Policies [Line Items] | ||||||||||||
Issuance of additional shares of common stock | 8,641,914 |
Summary of Property and Equipme
Summary of Property and Equipment Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 15 years |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Company Vehicles | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Company Vehicles | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 4 years |
Leasehold Improvements | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | Lesser of useful life or lease term |
Internal-use Software | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Internal-use Software | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Reserve for chargebacks | $ 4.1 | $ 3.3 | $ 1.7 |
Cumulative profit sharing payment recognized | $ 8.5 | $ 6.9 | 4.2 |
Revenue, practical expedient, incremental cost of obtaining contract | true | true | |
Other Long-term Liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Reserve for chargebacks | $ 1.9 | $ 1.5 | 0.4 |
Prepaid Expenses and Other Current Assets | |||
Disaggregation of Revenue [Line Items] | |||
Cumulative profit sharing payment recognized | 0.8 | 0.3 | 0.1 |
Other Noncurrent Assets [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Cumulative profit sharing payment recognized | 7.7 | 6.6 | 4.1 |
Accrued Expenses | |||
Disaggregation of Revenue [Line Items] | |||
Reserve for chargebacks | $ 2.2 | $ 1.8 | $ 1.3 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Vehicles | $ 140,111 | $ 203,290 | $ 115,213 |
Parts and accessories | 952 | 2,456 | 338 |
Total inventory | $ 141,063 | $ 205,746 | $ 115,551 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Inventory valuation reserves | $ 4.8 | $ 6.3 | $ 3.6 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 21,087 | $ 17,348 | $ 14,936 |
Accumulated depreciation and amortization | (11,304) | (9,520) | (7,263) |
Property and equipment, net | 9,783 | 7,828 | 7,673 |
Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 991 | 930 | 866 |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 1,725 | 1,725 | 1,837 |
Company Vehicles | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 1,151 | 1,151 | 1,494 |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 6,584 | 6,556 | 7,297 |
Internal-use Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 8,012 | 4,406 | 1,460 |
Other | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 2,624 | $ 2,580 | $ 1,982 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization | $ 1,083 | $ 1,501 | $ 2,049 | $ 3,034 | $ 6,019 | $ 6,857 |
Property and Equipment, Net | ||||||
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization | $ 1,000 | 600 | $ 1,800 | 1,300 | 2,800 | 3,500 |
Depreciation and amortization expense included within "Cost of sales" | $ 100 | $ 100 | $ 100 | $ 100 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jan. 01, 2018 | |
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 78,172 | $ 78,172 | $ 78,172 | $ 78,200 |
Amortization expense for intangible assets | 3,400 | 3,400 | ||
Ecommerce | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | 72,200 | 72,200 | 72,200 | |
TDA | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | 4,200 | 4,200 | 4,200 | |
Wholesale | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Goodwill | $ 1,800 | $ 1,800 | $ 1,800 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 14,242 | $ 14,242 |
Accumulated Amortization | (13,670) | (10,297) |
Carrying Value | 572 | 3,945 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,490 | 2,490 |
Accumulated Amortization | (1,990) | (1,481) |
Carrying Value | 500 | 1,009 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11,500 | 11,500 |
Accumulated Amortization | (11,500) | (8,686) |
Carrying Value | 2,814 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 252 | 252 |
Accumulated Amortization | (180) | (130) |
Carrying Value | $ 72 | $ 122 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization Expense for Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Estimated Future Amortization Expense of Intangible Assets | ||
2020 | $ 538 | |
2021 | 29 | |
2022 | 5 | |
Carrying Value | $ 572 | $ 3,945 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities and Other Liabilities [Abstract] | |||
Accrued marketing expenses | $ 6,488 | $ 3,158 | $ 4,083 |
Vehicle related expenses | 8,234 | 8,923 | 4,015 |
Sales taxes | 11,304 | 7,455 | 2,049 |
Accrued compensation and benefits | 2,654 | 3,386 | 2,877 |
Accrued professional services | 5,537 | 2,964 | 1,955 |
Accrued Series H preferred stock issuance costs | 5,020 | ||
Lease exit costs | 531 | 1,375 | |
Other | 6,681 | 7,585 | |
Other, excluding lease exit costs | 7,054 | 5,211 | |
Total accrued expenses | $ 40,898 | $ 38,491 | $ 21,565 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities -Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2019 | |
Accrued Liabilities And Other Liabilities [Line Items] | ||
Lease exit cost, liability | $ 2.6 | $ 0.5 |
Selling, General and Administrative Expenses | ||
Accrued Liabilities And Other Liabilities [Line Items] | ||
Lease exit cost, expense | 2.6 | |
Accrued Expenses | ||
Accrued Liabilities And Other Liabilities [Line Items] | ||
Lease exit cost, liability | 1.4 | 0.5 |
Other Long Term Liabilities | ||
Accrued Liabilities And Other Liabilities [Line Items] | ||
Lease exit cost, liability | $ 1.2 | $ 0 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities -Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities And Other Liabilities [Line Items] | |||
Vehicle payable | $ 10,493 | $ 8,904 | $ 4,799 |
Other | 2,622 | 2,668 | |
Total other current liabilities | $ 13,115 | 11,572 | |
Previously Reported | |||
Accrued Liabilities And Other Liabilities [Line Items] | |||
Other | 2,533 | 818 | |
Total other current liabilities | $ 11,437 | $ 5,617 |
Vehicle Floorplan Facilities -
Vehicle Floorplan Facilities - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | ||||||
Vehicle Floor Plan Facilities | |||||||
Line of Credit Facility [Line Items] | |||||||
Weighted average interest rate | 4.49% | 4.49% | 6.00% | 6.56% | |||
Interest expense | $ 1,000,000 | $ 2,500,000 | $ 3,700,000 | $ 4,400,000 | $ 4,700,000 | $ 10,400,000 | |
Outstanding borrowings | 109,800,000 | $ 109,800,000 | 173,500,000 | 95,500,000 | |||
Debt instrument, covenant compliance | As of December 31, 2019 and June 30, 2020, the Company was in compliance with all covenants related to the vehicle floorplan facilities. | ||||||
Vehicle Floor Plan Facilities | Credit Balance Agreements | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest credits earned | 700,000 | $ 1,300,000 | $ 2,400,000 | $ 2,800,000 | 5,100,000 | 2,900,000 | |
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | ||||||
Period of LIBOR measurement | 1 month | ||||||
Basis points | 4.25% | ||||||
Extended term | 2021-03 | ||||||
Additional borrowing capacity to be increase in monthly credit line of three month of each year | $ 25,000,000 | ||||||
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents | 10.00% | ||||||
Debt instrument covenant percentage of deposit in basis of monthly credit line availability | 10.00% | ||||||
Debt instrument covenant to maintain minimum tangible adjusted net worth | $ 167,000,000 | ||||||
Debt instrument upfront commitment fee | $ 1,100,000 | ||||||
Line of credit facility, description | The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. | ||||||
Line of credit facility, current borrowing capacity | 200,000,000 | $ 200,000,000 | |||||
Line of credit facility, unutilized borrowing capacity | $ 90,200,000 | $ 90,200,000 | |||||
Debt instrument, covenant description | The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 10% of the outstanding borrowings in cash and cash equivalents, to maintain 10% of the monthly credit line availability on deposit with Ally Bank and to maintain a minimum tangible adjusted net worth of $167.0 million, which is defined as shareholder (deficit) equity plus redeemable convertible preferred stock as determined under U.S. GAAP. | ||||||
Ally Bank and Ally Financial | Revolving Credit Facility | 2016 Vehicle Floorplan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 220,000,000 | $ 117,000,000 | |||||
Period of LIBOR measurement | 1 month | ||||||
Basis points | 4.25% |
Schedule of Longterm Debt (Deta
Schedule of Longterm Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 316 | $ 25,129 |
Less: current portion | (135) | (8,386) |
Less: unamortized debt issuance costs | (698) | |
Total long-term debt, net | 181 | 16,045 |
Line Of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 25,000 | |
Other Long Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 316 | $ 129 |
Schedule of Longterm Debt Matur
Schedule of Longterm Debt Maturities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 135 | |
2021 | 144 | |
2022 | 37 | |
Total | $ 316 | $ 25,129 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Aug. 11, 2017 | Dec. 31, 2019 | Feb. 28, 2018 | Jul. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Jun. 01, 2016 |
Debt Instrument [Line Items] | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,031,000) | |||||||||
Total long-term debt, net | $ 181,000 | 181,000 | $ 16,045,000 | |||||||
Unamortized debt issuance cost | 698,000 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | |||||||||
Repayment of debt | $ 529,341,000 | $ 349,545,000 | 914,200,000 | 656,194,000 | ||||||
Eastward Fund Management, LLC [Member] | Term Loan Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan aggregate principal amount | $ 50,000,000 | |||||||||
Outstanding borrowings | 25,000,000 | |||||||||
Facility fee payment | $ 500,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | 1,000,000 | |||||||||
Total long-term debt, net | $ 24,300,000 | $ 24,300,000 | 24,300,000 | |||||||
Unamortized debt issuance cost | $ 700,000 | |||||||||
Date Advance accrued interest at an annual rate | 11.73% | |||||||||
Final principal installment payment | 3.50% | |||||||||
Ally Bank and Ally Financial | Revolving Credit Facility | Commercial Rea Estate Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 6,000,000 | |||||||||
Repayment of debt | $ 5,500,000 | |||||||||
Interest at a fixed annual rate | 4.78% | |||||||||
Monthly principal payments | $ 25,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 5,509 |
2021 | 4,909 |
2022 | 3,204 |
2023 | 3,026 |
2024 | 2,746 |
Thereafter | 699 |
Total future minimum lease payments | $ 20,093 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Leases | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)Leases | Dec. 31, 2018USD ($) | |
Loss Contingencies [Line Items] | |||||
Rent expense | $ 1.9 | $ 3.4 | $ 7.2 | $ 5.7 | |
Financial Standby Letters of Credit | |||||
Loss Contingencies [Line Items] | |||||
Letters of credit outstanding | $ 1.9 | $ 1.9 | |||
Number of lease agreements | Leases | 2 | 2 | |||
Required cash deposit with financial institution | $ 1.9 | $ 1.9 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity - Schedule of Authorized, Issued and Outstanding Shares, Issue Price, Conversion Price, Liquidation Preference and Carrying Value of Series Preferred (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||
Shares authorized | 10,000,000 | 86,123,364 | 70,632,784 |
Shares issued | 0 | 83,568,628 | 66,825,300 |
Shares outstanding | 0 | 83,568,628 | 66,825,300 |
Liquidation preference | $ 694,447 | $ 466,796 | |
Carrying value | $ 874,332 | $ 519,100 | |
Series A | |||
Temporary Equity [Line Items] | |||
Shares authorized | 3,983,996 | 3,983,996 | |
Shares issued | 3,983,996 | 3,983,996 | |
Shares outstanding | 3,983,996 | 3,983,996 | |
Issue price | $ 1.61 | $ 1.61 | |
Per share conversion price | $ 1.61 | $ 1.61 | |
Liquidation preference | $ 6,419 | $ 6,419 | |
Carrying value | $ 6,167 | $ 6,167 | |
Series B | |||
Temporary Equity [Line Items] | |||
Shares authorized | 4,716,484 | 4,716,484 | |
Shares issued | 4,716,484 | 4,716,484 | |
Shares outstanding | 4,716,484 | 4,716,484 | |
Issue price | $ 2.48 | $ 2.48 | |
Per share conversion price | $ 2.48 | $ 2.48 | |
Liquidation preference | $ 11,709 | $ 11,709 | |
Carrying value | $ 42,425 | $ 29,478 | |
Series C | |||
Temporary Equity [Line Items] | |||
Shares authorized | 9,134,242 | 9,134,242 | |
Shares issued | 9,134,242 | 9,134,242 | |
Shares outstanding | 9,134,242 | 9,134,242 | |
Issue price | $ 5.93 | $ 5.93 | |
Per share conversion price | $ 5.93 | $ 5.93 | |
Liquidation preference | $ 54,209 | $ 54,209 | |
Carrying value | $ 88,739 | $ 68,004 | |
Series D | |||
Temporary Equity [Line Items] | |||
Shares authorized | 14,431,136 | 14,431,136 | |
Shares issued | 14,431,136 | 14,431,136 | |
Shares outstanding | 14,431,136 | 14,431,136 | |
Issue price | $ 6.58 | $ 6.58 | |
Per share conversion price | $ 6.58 | $ 6.58 | |
Liquidation preference | $ 95,000 | $ 95,000 | |
Carrying value | $ 142,724 | $ 111,481 | |
Series E | |||
Temporary Equity [Line Items] | |||
Shares authorized | 6,163,792 | 6,163,792 | |
Shares issued | 6,163,792 | 6,163,792 | |
Shares outstanding | 6,163,792 | 6,163,792 | |
Issue price | $ 8.11 | $ 8.11 | |
Per share conversion price | $ 8.11 | $ 8.11 | |
Liquidation preference | $ 50,000 | $ 50,000 | |
Carrying value | $ 64,042 | $ 52,269 | |
Series F | |||
Temporary Equity [Line Items] | |||
Shares authorized | 12,705,580 | 12,705,580 | |
Shares issued | 12,115,610 | 12,115,610 | |
Shares outstanding | 12,115,610 | 12,115,610 | |
Issue price | $ 8.53 | $ 8.53 | |
Per share conversion price | $ 8.53 | $ 8.53 | |
Liquidation preference | $ 103,346 | $ 103,346 | |
Carrying value | $ 127,820 | $ 105,588 | |
Series G | |||
Temporary Equity [Line Items] | |||
Shares authorized | 16,280,040 | 19,497,554 | |
Shares issued | 16,280,040 | 16,280,040 | |
Shares outstanding | 16,280,040 | 16,280,040 | |
Issue price | $ 8.98 | $ 8.98 | |
Per share conversion price | $ 8.98 | $ 8.98 | |
Liquidation preference | $ 146,113 | $ 146,113 | |
Carrying value | $ 174,764 | $ 146,113 | |
Series H | |||
Temporary Equity [Line Items] | |||
Shares authorized | 18,708,094 | ||
Shares issued | 16,743,328 | ||
Shares outstanding | 16,743,328 | ||
Issue price | $ 13.60 | ||
Per share conversion price | $ 13.60 | ||
Liquidation preference | $ 227,651 | ||
Carrying value | $ 227,651 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity - Additional Information (Detail) | Jun. 11, 2020$ / sharesshares | Jan. 11, 2020shares | Jan. 08, 2020USD ($)shares | Dec. 05, 2019shares | Oct. 19, 2018shares | Jun. 30, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 23, 2020shares | Aug. 31, 2017$ / sharesshares |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 10,000,000 | 10,000,000 | 86,123,364 | 70,632,784 | |||||||
Shares issued | 0 | 0 | 83,568,628 | 66,825,300 | |||||||
Gross proceeds from issuance of preferred stock | $ | $ 21,694,000 | $ 227,502,000 | $ 145,899,000 | ||||||||
Issuance costs | $ | $ 1,740,000 | 723,000 | |||||||||
Accretion to redemption values | $ | $ 132,800,000 | $ 13,000,000 | |||||||||
Common stock, voting rights | One vote | One vote | one vote | One vote | |||||||
Dividends declared or paid | $ | $ 0 | ||||||||||
Conversion of stock description | All outstanding shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock shall be automatically converted into common stock upon the date and time, or the occurrence of an event, specified by vote or written consent of (i) at least a majority of the outstanding shares of Series B Preferred Stock (a "Series B Majority") and (ii) the holders of at least two-thirds of the outstanding shares of Series C Preferred Stock, voting as a single class, and the holders of at least sixty percent (60.0%) of the outstanding shares of Series D Preferred stock, voting as a single class (the vote of each of the Series C and Series D Preferred Stock being referred to as the "Required Vote"). | ||||||||||
Common stock, shares authorized | 500,000,000 | 113,443,854 | 92,953,200 | 500,000,000 | 500,000,000 | 113,443,854 | 92,953,200 | ||||
Number of outstanding series of redeemable convertible preferred stock | 8 | ||||||||||
Preferred stock converted into common stock | 85,533,394 | ||||||||||
Preferred stock, authorized | 10,000,000 | ||||||||||
Preferred stock, issued | 0 | 0 | |||||||||
Preferred Stock, outstanding | 0 | 0 | |||||||||
Stock split, description | 2-for-1 | On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company's outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. | 2-for-1 | ||||||||
Forward stock split | 2 | 2 | 2 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Series B Warrants | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Warrants to purchase shares of common stock | 155,862 | ||||||||||
Exercise price | $ / shares | $ 0.72 | $ 0.72 | $ 0.72 | ||||||||
IPO | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Stock issued | 24,437,500 | ||||||||||
Sale of stock, price per share | $ / shares | $ 22 | ||||||||||
Maximum | Series B Warrants | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Warrants to purchase shares of common stock | 161,136 | 161,136 | 161,136 | ||||||||
Maximum | IPO | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Gross proceeds from issuance of preferred stock | $ | $ 75,000,000 | ||||||||||
Sale of stock, price per share | $ / shares | $ 14.84 | ||||||||||
Series H Preferred Stock | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Gross proceeds from issuance of preferred stock | $ | $ 26,700,000 | ||||||||||
Stock issued | 1,964,766 | ||||||||||
Series F Preferred Stock Warrant | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Warrants to purchase shares of common stock | 480,250 | ||||||||||
Exercise price | $ / shares | $ 8.53 | ||||||||||
Estimated fair value of Preferred Stock Warrant | $ | $ 1,400,000 | $ 600,000 | |||||||||
Series F Preferred Stock Warrant | Maximum | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Warrants to purchase shares of common stock | 589,970 | ||||||||||
Series G | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 16,280,040 | 19,497,554 | |||||||||
Shares issued | 16,280,040 | 16,280,040 | |||||||||
Gross proceeds from issuance of preferred stock | $ | $ 146,100,000 | ||||||||||
Issuance costs | $ | $ 200,000 | ||||||||||
Per share conversion price | $ / shares | $ 8.98 | $ 8.98 | |||||||||
Series H | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 18,708,094 | ||||||||||
Shares issued | 16,743,328 | ||||||||||
Gross proceeds from issuance of preferred stock | $ | $ 227,700,000 | ||||||||||
Issuance costs | $ | $ 5,200 | ||||||||||
Per share conversion price | $ / shares | $ 13.60 | ||||||||||
Series A | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 3,983,996 | 3,983,996 | |||||||||
Shares issued | 3,983,996 | 3,983,996 | |||||||||
Per share conversion price | $ / shares | $ 1.61 | $ 1.61 | |||||||||
Series B | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 4,716,484 | 4,716,484 | |||||||||
Shares issued | 4,716,484 | 4,716,484 | |||||||||
Per share conversion price | $ / shares | $ 2.48 | $ 2.48 | |||||||||
Series C | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 9,134,242 | 9,134,242 | |||||||||
Shares issued | 9,134,242 | 9,134,242 | |||||||||
Per share conversion price | $ / shares | $ 5.93 | $ 5.93 | |||||||||
Series D | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 14,431,136 | 14,431,136 | |||||||||
Shares issued | 14,431,136 | 14,431,136 | |||||||||
Per share conversion price | $ / shares | $ 6.58 | $ 6.58 | |||||||||
Series E | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 6,163,792 | 6,163,792 | |||||||||
Shares issued | 6,163,792 | 6,163,792 | |||||||||
Per share conversion price | $ / shares | $ 8.11 | $ 8.11 | |||||||||
Series F | |||||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||||
Shares authorized | 12,705,580 | 12,705,580 | |||||||||
Shares issued | 12,115,610 | 12,115,610 | |||||||||
Per share conversion price | $ / shares | $ 8.53 | $ 8.53 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Jun. 30, 2020 | May 28, 2020 | Feb. 29, 2020 | Mar. 31, 2019 | Dec. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 21, 2019 | Dec. 31, 2017 | Sep. 20, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 12, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized stock-based compensation expense | $ 20,900,000 | $ 20,900,000 | $ 20,900,000 | $ 1,300,000 | |||||||||||||
Unrecognized stock-based compensation weighted-average period | 1 year 10 months 24 days | 2 years 4 months 24 days | |||||||||||||||
Weighted average fair value per share | $ 3.97 | $ 1.71 | |||||||||||||||
Aggregate intrinsic value of options outstanding | 303,100,000 | 303,100,000 | $ 303,100,000 | $ 39,900,000 | $ 2,300,000 | ||||||||||||
Aggregate intrinsic value of options exercisable | $ 167,500,000 | $ 167,500,000 | $ 167,500,000 | 16,900,000 | 1,100,000 | ||||||||||||
Aggregate intrinsic value of options exercised | $ 200,000 | ||||||||||||||||
Granted, Shares | 2,214,276 | ||||||||||||||||
Unvested units outstanding | 2,488,402 | 2,488,402 | 2,488,402 | 408,000 | |||||||||||||
Weighted average fair value per share | $ 11.28 | ||||||||||||||||
Units fully vested | 133,334 | ||||||||||||||||
Stock Options | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock-based compensation expense | $ 600,000 | $ 700,000 | $ 1,200,000 | $ 1,500,000 | $ 2,600,000 | 1,000,000 | |||||||||||
Unrecognized stock-based compensation expense | $ 4,700,000 | 4,700,000 | $ 4,700,000 | $ 5,200,000 | $ 1,900,000 | ||||||||||||
Unrecognized stock-based compensation weighted-average period | 2 years 8 months 12 days | 2 years 7 months 6 days | 1 year 8 months 12 days | ||||||||||||||
RSUs | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock-based compensation expense | 3,300,000 | $ 0 | $ 3,300,000 | $ 0 | $ 100,000 | $ 100,000 | |||||||||||
Granted, Shares | 100,000 | ||||||||||||||||
Unvested units outstanding | 100,000 | ||||||||||||||||
Award acceleration period | 12 months | ||||||||||||||||
RSUs | Service Periods Vest Ranging from 12 to 48 Months | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Unrecognized stock-based compensation expense | $ 1,300,000 | ||||||||||||||||
Granted, Shares | 308,000 | ||||||||||||||||
Unvested units outstanding | 308,000 | ||||||||||||||||
Weighted average fair value per share | $ 4.21 | ||||||||||||||||
RSUs | Chief Executive Officer | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock-based compensation expense | 500,000 | $ 500,000 | |||||||||||||||
Granted, Shares | 367,782 | ||||||||||||||||
RSUs | IPO | Service Periods Vest Ranging from 12 to 48 Months | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Units fully vested | 510,278 | ||||||||||||||||
RSUs | Maximum | IPO | Service Periods Vest Ranging from 12 to 48 Months | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Continuous service period | 36 months | ||||||||||||||||
RSUs | Minimum | IPO | Service Periods Vest Ranging from 12 to 48 Months | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Continuous service period | 12 months | ||||||||||||||||
RSAs | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares available for future issuance | 4,751,874 | 4,751,874 | |||||||||||||||
Stock-based compensation expense | 200,000 | 200,000 | $ 100,000 | ||||||||||||||
Unrecognized stock-based compensation expense | $ 0 | $ 0 | $ 0 | $ 200,000 | |||||||||||||
Unvested units outstanding | 272,868 | 309,640 | 444,258 | ||||||||||||||
Units fully vested | 4,479,006 | ||||||||||||||||
Unvested units subject to repurchase | 272,868 | ||||||||||||||||
2020 Incentive Award Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Shares available for future issuance | 3,093,498 | 3,093,498 | 3,093,498 | ||||||||||||||
2020 Incentive Award Plan | Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares authorized for issuance | 3,019,108 | ||||||||||||||||
Percentage annual increase in shares available for issuance as award in each year beginning | 4.00% | ||||||||||||||||
2014 Equity Incentive Award Plan | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares authorized for issuance | 17,463,460 | 12,463,460 | |||||||||||||||
Shares available for future issuance | 5,129,078 | ||||||||||||||||
Stock options granted, expire period | 10 years | ||||||||||||||||
Stock options granted, vest period | 4 years | ||||||||||||||||
Stock options granted, rate of vesting | 25.00% | ||||||||||||||||
2014 Equity Incentive Award Plan | Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares authorized for issuance | 3,207,462 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares, Outstanding, Beginning balance | 6,340,000 | 2,961,008 | 4,083,282 | |
Shares, Granted | 420,500 | 3,502,450 | ||
Shares, Exercised | (3,274) | (135,950) | (12,502) | |
Shares, Forfeited / cancelled | (417,150) | (217,508) | (1,109,772) | |
Shares, Outstanding, Ending balance | 6,340,076 | 6,340,000 | 2,961,008 | 4,083,282 |
Shares, Vested and exercisable | 3,451,864 | 2,684,160 | 1,431,678 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 3.92 | $ 3.45 | $ 3.47 | |
Weighted Average Exercise Price, Granted | 10.46 | 4.31 | ||
Weighted Average Exercise Price, Exercised | 4.21 | 3.42 | 3.71 | |
Weighted Average Exercise Price, Forfeited / cancelled | 4.30 | 3.56 | 3.52 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 4.33 | 3.92 | 3.45 | $ 3.47 |
Weighted Average Exercise Price, Vested and exercisable | $ 3.63 | $ 3.58 | $ 3.43 | |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 9 months 14 days | 8 years 2 months 19 days | 7 years 5 months 19 days | 8 years 6 months 25 days |
Weighted Average Remaining Contractual Life, Vested and exercisable | 7 years 18 days | 7 years 4 months 28 days | 7 years 5 months 19 days | |
Previously Reported | ||||
Shares, Outstanding, Beginning balance | 6,110,000 | |||
Shares, Outstanding, Ending balance | 6,110,000 | |||
Shares, Vested and exercisable | 2,465,410 | |||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 3.95 | |||
Weighted Average Exercise Price, Outstanding, Ending balance | $ 3.95 | |||
Weighted Average Exercise Price, Vested and exercisable | $ 3.60 | |||
Weighted Average Remaining Contractual Life, Outstanding | 8 years 3 months 10 days | |||
Weighted Average Remaining Contractual Life, Vested and exercisable | 7 years 5 months 12 days |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Weighted Average Assumptions Used in Calculation of Fair Value Using Black-Scholes Option Pricing Model (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (per share) | $ 10.46 | |
Expected term (in years) | 6 years 1 month 6 days | |
Risk-free interest rate | 1.70% | |
Expected volatility, minimum | 36.30% | 36.30% |
Expected volatility, maximum | 36.60% | 36.90% |
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (per share) | $ 4.21 | |
Expected term (in years) | 5 years 10 months 24 days | |
Risk-free interest rate | 1.50% | |
Dividend yield | 0.00% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of common stock (per share) | $ 5.45 | |
Expected term (in years) | 6 years 3 months 18 days | |
Risk-free interest rate | 2.50% | |
Dividend yield | 0.00% |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of RSAs Activity (Detail) - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Unvested and outstanding, Beginning balance | 408,000 | ||
Shares, Unvested and outstanding, Ending balance | 2,488,402 | 408,000 | |
RSAs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Unvested and outstanding, Beginning balance | 272,868 | 309,640 | 444,258 |
Vested | 272,868 | (36,772) | (134,618) |
Shares, Unvested and outstanding, Ending balance | 272,868 | 309,640 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | $ 72,586 | ||
Total financial liabilities | $ 1,403 | 634 | |
Series F Preferred Stock Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | 1,403 | 634 | |
Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 72,586 | ||
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | $ 100,016 | 70,059 | 72,586 |
Level 1 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | $ 100,016 | 70,059 | 72,586 |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | 1,403 | 634 | |
Level 3 | Series F Preferred Stock Warrant | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial liabilities | $ 1,403 | $ 634 |
Financial Instruments and Fai_4
Financial Instruments and Fair Value Measurements - Schedule of Reconciliation of Preferred Stock Warrant Measured at Fair Value Using Level 3 Inputs (Detail) - Series F Preferred Stock Warrant - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance as of beginning of the year | $ 1,403 | $ 634 | $ 460 |
Change in fair value | 20,470 | 769 | 174 |
Conversion to common stock warrant | $ (21,873) | ||
Balance as of end of the year | $ 1,403 | $ 634 |
Carrying Value and Fair Value o
Carrying Value and Fair Value of Term Loan Facility (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Fair Value Disclosures [Abstract] | |
Carrying value, net of unamortized debt issuance costs | $ 24,302 |
Fair value | $ 25,045 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020USD ($)Segment | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 3 | 3 | |
Number of operating segments | Segment | 0 | 0 | |
Segment assets | $ 0 | ||
Assets | 963,207 | $ 563,387 | $ 392,844 |
Non-US | |||
Segment Reporting Information [Line Items] | |||
Assets | $ 0 | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | $ 253,093 | $ 260,897 | $ 628,865 | $ 495,956 | $ 1,191,821 | $ 855,429 |
Gross profit (loss) | 7,607 | 13,845 | 25,994 | 25,857 | 57,859 | 60,807 |
Ecommerce | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 175,568 | 120,953 | 408,740 | 210,808 | 588,114 | 301,172 |
Gross profit (loss) | 7,219 | 7,295 | 21,486 | 13,049 | 32,127 | 22,425 |
TDA | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 26,604 | 85,413 | 113,628 | 178,497 | 390,243 | 379,743 |
Gross profit (loss) | 931 | 6,101 | 6,346 | 12,179 | 25,392 | 35,125 |
Wholesale | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues from external customers | 50,921 | 54,531 | 106,497 | 106,651 | 213,464 | 174,514 |
Gross profit (loss) | $ (543) | $ 449 | $ (1,838) | $ 629 | $ 340 | $ 3,257 |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||||||
Gross profit (loss) | $ 7,607 | $ 13,845 | $ 25,994 | $ 25,857 | $ 57,859 | $ 60,807 |
Selling, general and administrative expenses | 47,911 | 43,692 | 106,291 | 80,275 | 184,988 | 133,842 |
Depreciation and amortization | 1,083 | 1,501 | 2,049 | 3,034 | 6,019 | 6,857 |
Interest expense | 1,297 | 3,388 | 4,123 | 6,106 | 14,596 | 8,513 |
Interest income | (715) | (1,415) | (2,671) | (3,264) | (5,607) | (3,135) |
Revaluation of preferred stock warrant | 21,260 | 60 | 20,470 | 142 | 769 | 174 |
Other (income) expense, net | (53) | (12) | (86) | (31) | 673 | (321) |
Loss before provision (benefit) for income taxes | $ (63,176) | $ (33,369) | $ (104,182) | $ (60,405) | $ (142,810) | $ (84,949) |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
Federal | $ 0 | $ 0 |
State and local | 168 | 229 |
Total current tax expense | $ 168 | $ 229 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||||||
Provision for income taxes | $ 52 | $ (29) | $ 105 | $ 74 | $ 168 | $ 229 |
Effective tax rate | 0.09% | (0.12%) | (0.12%) | (0.10%) | ||
Domestic Tax Authority | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards for tax purposes | $ 126,200 | |||||
Operating loss carryforwards expiration year | 2034 | |||||
Operating loss carryforwards expiration year | 2037 | |||||
Net operating loss carryforwards for tax purposes | $ 186,600 | |||||
State and Local Jurisdiction | ||||||
Income Taxes [Line Items] | ||||||
Net operating loss carryforwards for tax purposes | $ 22,300 | |||||
Operating loss carryforwards expiration year | 2034 | |||||
Operating loss carryforwards expiration year | 2039 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Income taxes at statutory rate | $ (29,990) | $ (17,839) | ||||
State income taxes, net of federal benefit | 125 | 180 | ||||
Permanent differences | 772 | 229 | ||||
Change in valuation allowance | 30,051 | 17,756 | ||||
Other | (790) | (97) | ||||
Provision for income taxes | $ 52 | $ (29) | $ 105 | $ 74 | $ 168 | $ 229 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 66,879 | $ 41,510 |
Inventory reserves | 5,911 | 3,899 |
Stock-based compensation | 840 | 719 |
Accrued Expense | 867 | |
Depreciation | 114 | |
Other | 596 | 98 |
Total deferred tax assets | 75,207 | 46,226 |
Less: valuation allowance | (74,959) | (44,906) |
Net deferred tax assets | 248 | 1,320 |
Deferred tax liabilities: | ||
Intangible amortization | (248) | (866) |
Depreciation | (454) | |
Net deferred tax liabilities | (248) | (1,320) |
Net deferred income taxes | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share Basic And Diluted [Abstract] | ||||||||
Net loss | $ (63,228) | $ (41,059) | $ (33,340) | $ (27,139) | $ (104,287) | $ (60,479) | $ (142,978) | $ (85,178) |
Accretion of redeemable convertible preferred stock | (25,879) | (43,843) | (132,750) | (13,036) | ||||
Net loss attributable to common stockholders | $ (63,228) | $ (59,219) | $ (104,287) | $ (104,322) | $ (275,728) | $ (98,214) | ||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 31,599,497 | 8,580,150 | 20,035,476 | 8,579,539 | 8,605,962 | 8,540,778 | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (2) | $ (6.90) | $ (5.21) | $ (12.16) | $ (32.04) | $ (11.50) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Detail) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 12,077,860 | 77,253,158 | 93,497,146 | 73,920,658 |
Redeemable Convertible Preferred Stock | ||||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 66,825,300 | 83,568,628 | 66,825,300 | |
Warrants | ||||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 161,136 | 161,136 | 161,136 | |
Stock Options | ||||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 6,340,076 | 5,985,508 | 6,110,000 | 2,961,008 |
Restricted Stock Awards | ||||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 3,249,382 | 3,873,214 | 3,249,382 | 3,873,214 |
RSUs | ||||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 2,488,402 | 408,000 | 408,000 | 100,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2015 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Management Services Agreement | Catterton Management L.L.C | |||||
Related Party Transaction [Line Items] | |||||
Payment of expenses | $ 0.3 | ||||
Management Services Agreement | Catterton Management L.L.C | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of outstanding capital stock | 5.00% | ||||
Vendor Agreement | Auto Nation, Inc | |||||
Related Party Transaction [Line Items] | |||||
Payment of expenses | $ 0.4 | $ 0.4 | $ 1.1 | ||
Termination period | 2020-02 | ||||
Vendor Agreement | Auto Nation, Inc | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Percentage of outstanding capital stock | 5.00% |
Subsequent Events (unaudited) -
Subsequent Events (unaudited) - Additional information (Detail) - RA Agreement - shares | May 15, 2020 | May 31, 2020 |
Common stock, issued | 183,870 | |
Maximum | ||
Issuance of additional shares of common stock | 8,641,914 | |
Subsequent Event | ||
Common stock, issued | 183,870 | |
Term for issuance of additional shares of common stock | 4 years | |
Subsequent Event | Maximum | ||
Issuance of additional shares of common stock | 8,641,914 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | |||||
Operating leases weighted-average remaining lease term | 4 years | ||||
Operating leases discount rate | 3.40% | ||||
Rent expense | $ 1.9 | $ 3.4 | $ 7.2 | $ 5.7 | |
Real Estate | |||||
Lessee Lease Description [Line Items] | |||||
Options to extend leases, description | Certain of the Company's real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company's sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company's right-of-use assets and lease liabilities. | ||||
Minimum | Real Estate | |||||
Lessee Lease Description [Line Items] | |||||
Leases terms | 6 months | ||||
Leases renewal term | 1 year | ||||
Maximum | Real Estate | |||||
Lessee Lease Description [Line Items] | |||||
Leases terms | 8 years | ||||
Leases renewal term | 5 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs and Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Lease Cost | ||
Operating lease cost | $ 1,369 | $ 2,767 |
Short-term lease cost | 634 | 1,518 |
Variable lease cost | 437 | 966 |
Sublease income | (100) | (337) |
Net lease cost | 2,340 | 4,914 |
Operating cash flows from operating leases | $ 1,399 | 2,826 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 521 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Jan. 01, 2020 |
Leases [Abstract] | ||
For remainder of 2020 | $ 2,591 | |
2021 | 5,022 | |
2022 | 3,291 | |
2023 | 3,138 | |
2024 | 2,858 | |
Thereafter | 724 | |
Total lease payments | 17,624 | |
Less: interest | (1,234) | |
Present value of lease liabilities | 16,390 | $ 18,400 |
Operating lease liabilities, current | 4,640 | |
Operating lease liabilities, noncurrent | 11,750 | |
Total operating lease liabilities | $ 16,390 | $ 18,400 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 5,509 |
2021 | 4,909 |
2022 | 3,204 |
2023 | 3,026 |
2024 | 2,746 |
Thereafter | 699 |
Total future minimum lease payments | $ 20,093 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Activity for Restricted Stock Units (Detail) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Shares, Unvested and outstanding, Beginning balance | shares | 408,000 |
Shares, Granted | shares | 2,214,276 |
Shares, Vested | shares | (133,334) |
Shares, Forfeited / cancelled | shares | (540) |
Shares, Unvested and outstanding, Ending balance | shares | 2,488,402 |
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Beginning balance | $ / shares | $ 4.01 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 11.28 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 3.60 |
Weighted Average Grant Date Fair Value per Share, Forfeited / cancelled | $ / shares | 11.57 |
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Ending balance | $ / shares | $ 10.50 |