Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | VRM | |
Entity Registrant Name | VROOM, INC. | |
Entity Central Index Key | 0001580864 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39315 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1112566 | |
Entity Address, Address Line One | 1375 Broadway | |
Entity Address, Address Line Two | Floor 11 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 855 | |
Local Phone Number | 524-1300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 119,336,588 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 651,035 | $ 217,734 |
Restricted cash | 21,853 | 1,853 |
Accounts receivable, net of allowance of $789 and $1,135, respectively | 15,287 | 30,848 |
Inventory | 141,063 | 205,746 |
Prepaid expenses and other current assets | 17,808 | 9,149 |
Total current assets | 847,046 | 465,330 |
Property and equipment, net | 9,783 | 7,828 |
Intangible assets, net | 297 | 572 |
Goodwill | 78,172 | 78,172 |
Operating lease right-of-use assets | 15,437 | |
Other assets | 12,472 | 11,485 |
Total assets | 963,207 | 563,387 |
Current Liabilities: | ||
Accounts payable | 20,133 | 18,987 |
Accrued expenses | 40,898 | 38,491 |
Vehicle floorplan | 109,783 | 173,461 |
Deferred revenue | 15,488 | 17,323 |
Operating lease liabilities, current | 4,640 | |
Other current liabilities | 13,115 | 11,572 |
Total current liabilities | 204,057 | 259,834 |
Operating lease liabilities, excluding current portion | 11,750 | |
Other long-term liabilities | 1,965 | 3,073 |
Total liabilities | 217,772 | 262,907 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock, $0.001 par value; 86,123,364 and 10,000,000 shares authorized as of December 31, 2019 and June 30, 2020, respectively; 83,568,628 and zero shares issued and outstanding as of December 31, 2019 and June 30, 2020, respectively | 874,332 | |
Stockholders’ (deficit) equity: | ||
Common stock, $0.001 par value; 113,443,854 and 500,000,000 shares authorized as of December 31, 2019 and June 30, 2020, respectively; 8,650,922 and 119,336,588 shares issued and outstanding as of December 31, 2019 and June 30, 2020, respectively | 119 | 8 |
Additional paid-in-capital | 1,424,675 | |
Accumulated deficit | (679,359) | (573,860) |
Total stockholders’ (deficit) equity | 745,435 | (573,852) |
Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity | $ 963,207 | $ 563,387 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 1,135 | $ 789 |
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 10,000,000 | 86,123,364 |
Redeemable convertible preferred stock, shares issued | 0 | 83,568,628 |
Redeemable convertible preferred stock, shares outstanding | 0 | 83,568,628 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 113,443,854 |
Common stock, shares issued | 119,336,588 | 8,650,922 |
Common stock, shares outstanding | 119,336,588 | 8,650,922 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 253,093 | $ 260,897 | $ 628,865 | $ 495,956 |
Cost of sales | 245,486 | 247,052 | 602,871 | 470,099 |
Total gross profit | 7,607 | 13,845 | 25,994 | 25,857 |
Selling, general and administrative expenses | 47,911 | 43,692 | 106,291 | 80,275 |
Depreciation and amortization | 1,083 | 1,501 | 2,049 | 3,034 |
Loss from operations | (41,387) | (31,348) | (82,346) | (57,452) |
Interest expense | 1,297 | 3,388 | 4,123 | 6,106 |
Interest income | (715) | (1,415) | (2,671) | (3,264) |
Revaluation of preferred stock warrant | 21,260 | 60 | 20,470 | 142 |
Other income, net | (53) | (12) | (86) | (31) |
Loss before provision (benefit) for income taxes | (63,176) | (33,369) | (104,182) | (60,405) |
Provision (benefit) for income taxes | 52 | (29) | 105 | 74 |
Net loss | (63,228) | (33,340) | (104,287) | (60,479) |
Accretion of redeemable convertible preferred stock | (25,879) | (43,843) | ||
Net loss attributable to common stockholders | $ (63,228) | $ (59,219) | $ (104,287) | $ (104,322) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2) | $ (6.90) | $ (5.21) | $ (12.16) |
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 |
Retail vehicle, net | ||||
Revenue: | ||||
Total revenue | $ 196,150 | $ 200,402 | $ 504,862 | $ 379,152 |
Wholesale vehicle | ||||
Revenue: | ||||
Total revenue | 50,921 | 54,531 | 106,497 | 106,651 |
Product, net | ||||
Revenue: | ||||
Total revenue | 5,736 | 5,491 | 16,780 | 9,236 |
Other | ||||
Revenue: | ||||
Total revenue | $ 286 | $ 473 | $ 726 | $ 917 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' (DEFICIT) EQUITY (Unaudited) - USD ($) $ in Thousands | Total | IPO | Redeemable Convertible Preferred Stock | Common Stock | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit |
Balance at Dec. 31, 2018 | $ (296,866) | $ 8 | $ (296,874) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | |||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 519,100 | |||||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
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) | ||||||
Temporary equity, Accretion of redeemable convertible preferred stock | $ 17,964 | |||||||
Net loss | (27,139) | (27,139) | ||||||
Balance at Mar. 31, 2019 | (341,295) | $ 8 | (341,303) | |||||
Temporary Equity, Balance (in shares) at Mar. 31, 2019 | 66,825,300 | |||||||
Temporary Equity, Balance at Mar. 31, 2019 | $ 537,064 | |||||||
Balance (in shares) at Mar. 31, 2019 | 8,580,150 | |||||||
Balance at Dec. 31, 2018 | (296,866) | $ 8 | (296,874) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | |||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 519,100 | |||||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
Net loss | (60,479) | |||||||
Balance at Jun. 30, 2019 | (399,847) | $ 8 | (399,855) | |||||
Temporary Equity, Balance (in shares) at Jun. 30, 2019 | 66,825,300 | |||||||
Temporary Equity, Balance at Jun. 30, 2019 | $ 562,943 | |||||||
Balance (in shares) at Jun. 30, 2019 | 8,580,150 | |||||||
Balance at Dec. 31, 2018 | (296,866) | $ 8 | (296,874) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | |||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 519,100 | |||||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||
Temporary equity, Accretion of redeemable convertible preferred stock | 132,800 | |||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||
Temporary Equity, Balance (in shares) at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | |||||||
Balance at Mar. 31, 2019 | (341,295) | $ 8 | (341,303) | |||||
Temporary Equity, Balance, shares at Mar. 31, 2019 | 66,825,300 | |||||||
Temporary Equity, Balance at Mar. 31, 2019 | $ 537,064 | |||||||
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) | ||||||
Temporary equity, Accretion of redeemable convertible preferred stock | $ 25,879 | |||||||
Net loss | (33,340) | (33,340) | ||||||
Balance at Jun. 30, 2019 | (399,847) | $ 8 | (399,855) | |||||
Temporary Equity, Balance (in shares) at Jun. 30, 2019 | 66,825,300 | |||||||
Temporary Equity, Balance at Jun. 30, 2019 | $ 562,943 | |||||||
Balance (in shares) at Jun. 30, 2019 | 8,580,150 | |||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
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) | |||||||
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 | |||||||
Net loss | (41,059) | (41,059) | ||||||
Balance at Mar. 31, 2020 | (616,123) | $ 8 | (616,131) | |||||
Temporary Equity, Balance (in shares) at Mar. 31, 2020 | 85,533,394 | |||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 901,046 | |||||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | |||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||
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) | ||||
Temporary Equity, Balance (in shares) at Jun. 30, 2020 | 0 | |||||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 | |||||||
Balance at Mar. 31, 2020 | $ (616,123) | $ 8 | (616,131) | |||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 85,533,394 | |||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 901,046 | |||||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | |||||||
Issuance of common stock, net of offering costs | 2,127 | $ 496,510 | $ 24 | 2,127 | $ 496,486 | |||
Issuance of common stock, net of offering costs (in shares) | 183,870 | 24,437,500 | ||||||
Conversion of redeemable convertible preferred stock to common stock | 901,046 | $ 86 | 900,960 | |||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares) | (85,533,394) | |||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock | $ (901,046) | |||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 85,533,394 | |||||||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | 21,873 | ||||||
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 units (in shares) | 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) | ||||
Temporary Equity, Balance (in shares) at Jun. 30, 2020 | 0 | |||||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities | ||
Net loss | $ (104,287) | $ (60,479) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 2,059 | 3,146 |
Amortization of debt issuance costs | 375 | 179 |
Stock-based compensation expense | 4,700 | 1,536 |
Loss on disposal of property and equipment | 764 | |
Provision for inventory obsolescence | (1,564) | 1,889 |
Revaluation of preferred stock warrant | 20,470 | 142 |
Other | 632 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 14,863 | (14,544) |
Inventory | 66,247 | (76,209) |
Prepaid expenses and other current assets | (7,909) | (1,814) |
Other assets | (1,285) | (1,488) |
Accounts payable | 919 | 6,501 |
Accrued expenses | 4,714 | 7,224 |
Deferred revenue | (1,835) | 2,664 |
Other liabilities | 1,905 | 2,592 |
Net cash (used in) provided by operating activities | 4 | (127,897) |
Investing activities | ||
Purchase of property and equipment | (3,128) | (794) |
Net cash used in investing activities | (3,128) | (794) |
Financing activities | ||
Repayments of long-term debt | (3,340) | |
Proceeds from vehicle floorplan | 465,663 | 420,518 |
Repayments of vehicle floorplan | (529,341) | (349,545) |
Payment of vehicle floorplan upfront commitment fees | (1,125) | |
Proceeds from the issuance of redeemable convertible preferred stock, net | 21,694 | |
Repurchase of common stock | (1,818) | (542) |
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 IPO | (1,740) | |
Proceeds from exercise of stock options | 13 | 347 |
Other financing activities | (66) | 268 |
Net cash provided by financing activities | 456,425 | 67,706 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 453,301 | (60,985) |
Cash, cash equivalents and restricted cash at the beginning of period | 219,587 | 163,509 |
Cash, cash equivalents and restricted cash at the end of period | 672,888 | 102,524 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,743 | 5,176 |
Cash paid for income taxes | 209 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Accretion of redeemable convertible preferred stock | 43,843 | |
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 |
IPO | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Costs related to IPO included in accrued expenses and accounts payable | $ 5,051 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
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 ecommerce platform that is transforming the used vehicle industry by offering a better way to buy and a better way to sell used vehicles. 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 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. 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 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 2 to 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
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 pandemic caused by the novel coronavirus has negatively impacted, and may continue to negatively impact, the macroeconomic environment in the United States and globally, as well as the Company’s business, financial condition and results of operations. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. 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) 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) 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 assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. 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 components of leases. 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, 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 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2020 | |
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 their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. 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 of used vehicles are recorded as “Deferred revenue” within the condensed consolidated balance sheets. 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 their vehicles when making a purchase from the Company and also from customers who sell their vehicles to the Company in direct-buy transactions. The transaction price for wholesale vehicles is a fixed amount that is determined at the auction. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold at auction. The transaction price is typically due and collected within a short period of time following the vehicle sales. 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 basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale. 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’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2019 and June 30, 2020, the Company’s reserve for chargebacks was $3.3 million and $4.1 million, respectively, of which $1.8 million and $2.2 million, respectively, are included within “Accrued expenses” and $1.5 million and $1.9 million, respectively, are included in “Other long-term liabilities.” 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. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
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. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
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 software 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. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
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 |
Vehicle Floorplan Facilities
Vehicle Floorplan Facilities | 6 Months Ended |
Jun. 30, 2020 | |
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 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. The Company was required to pay an upfront commitment fee of $1.1 million upon execution of the 2020 Vehicle Floorplan Facility. 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 LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points and was payable on a monthly basis. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
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 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 letters of credit totaling $1.9 million to satisfy conditions under two lease agreements. The Company is required to maintain a cash deposit of $1.9 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the condensed consolidated balance sheets as of December 31, 2019 and June 30, 2020, respectively. 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. |
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 asset and lease liability but are reflected as variable lease expenses. 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 assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. 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, 2020 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 Three Months Ended June 30, Six Months Ended June 30, 2020 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,399 $ 2,826 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 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 operating leases with initial terms of one year or more consisted of the following as of December 31, 2019 in accordance with ASC Topic 840 (in thousands): 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. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity | 6 Months Ended |
Jun. 30, 2020 | |
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”) 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 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. 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. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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 Stock Options The following table summarizes stock option activity for the six months ended June 30, 2020: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life 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 June 30, 2020 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 RSUs The following table summarizes activity for restricted stock units (“RSUs”) for the six months ended June 30, 2020: Shares Weighted Average Grant Date Fair Value per Share 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 |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
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 Stock Warrant (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. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, Six Months Ended June 30, 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 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
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. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share Basic And Diluted [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 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. |
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 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 | 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 2 to 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 | 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. |
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 pandemic caused by the novel coronavirus has negatively impacted, and may continue to negatively impact, the macroeconomic environment in the United States and globally, as well as the Company’s business, financial condition and results of operations. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. |
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. |
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. |
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. |
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. |
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. |
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) |
Non-Employee Share-Based Payments | 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 and Accounting Standards Issued But Not Yet Adopted | Accounting Standards Adopted In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) 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 assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. 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 components of leases. 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, 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 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 software 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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
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 |
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, 2020 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 Three Months Ended June 30, Six Months Ended June 30, 2020 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,399 $ 2,826 Right-of-use assets obtained in exchange for operating lease liabilities $ — $ 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 |
Summary of Future Minimum Payments Under Non-cancelable Operating Leases | Future minimum payments under non-cancelable operating leases with initial terms of one year or more consisted of the following as of December 31, 2019 in accordance with ASC Topic 840 (in thousands): 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 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders’ (Deficit) Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [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 Price Weighted Average Remaining Contractual Life 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 |
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 June 30, 2020 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 —% |
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 Average Grant Date Fair Value per Share 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 |
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 — |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 $ — $ — $ — |
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 Stock Warrant (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 $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 |
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 June 30, Six Months Ended June 30, 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 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share Basic And Diluted [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 ) |
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 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2020 | Jun. 30, 2020USD ($)Segment |
Description of Business and Basis of Presentation [Line Items] | |||
Number of reportable segments | Segment | 3 | ||
Forward 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. | |
Forward stock split | 2 | 2 | |
Proceeds from underwriting discount and commission | $ 504,023 | ||
Initial Public Offering | |||
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 | ||
Stock offering expenses | $ 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_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | May 15, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 01, 2020 |
Accounting Policies [Line Items] | ||||||||
Cash deposits included in restricted cash | $ 21,853,000 | $ 21,853,000 | $ 1,853,000 | |||||
Proceeds from issuance of IPO | 504,023,000 | |||||||
Under writing discount and offering expenses | 7,500,000 | |||||||
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 | |||||
Annual revenue exceeded | $ 1,070,000,000 | |||||||
RA Agreement | ||||||||
Accounting Policies [Line Items] | ||||||||
Common stock, issued | 183,870 | |||||||
Term for issuance of additional shares of common stock | 4 years | |||||||
Sale of stock, price per share | $ 11.57 | |||||||
RA Agreement | Maximum | ||||||||
Accounting Policies [Line Items] | ||||||||
Issuance of additional shares of common stock | 8,641,914 | |||||||
Selling, General and Administrative Expenses | ||||||||
Accounting Policies [Line Items] | ||||||||
Advertising expense | 11,600,000 | $ 12,700,000 | 29,500,000 | $ 19,800,000 | ||||
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 | ||||
Vehicle Floorplan Facilities | Line Of Credit | ||||||||
Accounting Policies [Line Items] | ||||||||
Increased borrowing capacity | $ 450,000,000 | |||||||
Extended term | 2021-03 | |||||||
Vehicle Floorplan Facilities | Cash Deposits | ||||||||
Accounting Policies [Line Items] | ||||||||
Cash deposits included in restricted cash | $ 20,000,000 | $ 20,000,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 4.1 | $ 3.3 |
Cumulative profit sharing payment recognized | $ 8.5 | 6.9 |
Revenue, practical expedient, incremental cost of obtaining contract | true | |
Accrued Expenses | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 2.2 | 1.8 |
Other Long-term Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | 1.9 | 1.5 |
Prepaid Expenses and Other Current Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Cumulative profit sharing payment recognized | 0.8 | 0.3 |
Other Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Cumulative profit sharing payment recognized | $ 7.7 | $ 6.6 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Vehicles | $ 140,111 | $ 203,290 |
Parts and accessories | 952 | 2,456 |
Total inventory | $ 141,063 | $ 205,746 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 4.8 | $ 6.3 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 21,087 | $ 17,348 |
Accumulated depreciation and amortization | (11,304) | (9,520) |
Property and equipment, net | 9,783 | 7,828 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 991 | 930 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,725 | 1,725 |
Company Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,151 | 1,151 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,584 | 6,556 |
Internal-use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,012 | 4,406 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,624 | $ 2,580 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,083 | $ 1,501 | $ 2,049 | $ 3,034 |
Property and Equipment, Net | ||||
Property Plant And Equipment [Line Items] | ||||
Depreciation and amortization | $ 1,000 | 600 | $ 1,800 | 1,300 |
Depreciation and amortization expense included within “Cost of sales” | $ 100 | $ 100 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued marketing expenses | $ 6,488 | $ 3,158 |
Vehicle related expenses | 8,234 | 8,923 |
Sales taxes | 11,304 | 7,455 |
Accrued compensation and benefits | 2,654 | 3,386 |
Accrued professional services | 5,537 | 2,964 |
Accrued Series H preferred stock issuance costs | 5,020 | |
Other | 6,681 | 7,585 |
Total accrued expenses | $ 40,898 | $ 38,491 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities -Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Vehicle payable | $ 10,493 | $ 8,904 |
Other | 2,622 | 2,668 |
Total other current liabilities | $ 13,115 | $ 11,572 |
Vehicle Floorplan Facilities -
Vehicle Floorplan Facilities - Additional Information (Details) - 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 | |
Vehicle Floorplan Facilities | ||||||
Line Of Credit Facility [Line Items] | ||||||
Outstanding borrowings | $ 109,800,000 | $ 109,800,000 | $ 173,500,000 | |||
Interest expense | $ 1,000,000 | $ 2,500,000 | $ 3,700,000 | $ 4,400,000 | ||
Weighted average interest rate | 4.49% | 4.49% | 6.00% | |||
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 Floorplan Facilities | Credit Balance Agreements | ||||||
Line Of Credit Facility [Line Items] | ||||||
Interest credits earned | $ 700,000 | $ 1,300,000 | $ 2,400,000 | $ 2,800,000 | ||
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 | |||||
Extended term | 2021-03 | |||||
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. | |||||
Additional borrowing capacity to be increase in monthly credit line of three month of each year | $ 25,000,000 | |||||
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 | ||||
Period of LIBOR measurement | 1 month | |||||
Basis points | 4.25% | |||||
Debt instrument, covenant description | 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. | |||||
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 | |||||
Ally Bank and Ally Financial | Revolving Line of Credit | 2016 Vehicle Floorplan Facility | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 220,000,000 | |||||
Period of LIBOR measurement | 1 month | |||||
Basis points | 4.25% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Financial Standby Letters of Credit $ in Millions | Jun. 30, 2020USD ($)Lease |
Loss Contingencies [Line Items] | |
Letters of credit outstanding | $ 1.9 |
Number of lease agreements | Lease | 2 |
Required cash deposit with financial institution | $ 1.9 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
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 | |
Real Estate | |||
Lessee Lease Description [Line Items] | |||
Options to renew leases | true | ||
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 [Member] | 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 (Details) - 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 (Details) - 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) | |
Operating lease liabilities | 16,390 | $ 18,400 |
Operating lease liabilities, current | 4,640 | |
Operating lease liabilities, excluding current portion | 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 (Details) $ in Thousands | Jun. 30, 2020USD ($) |
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 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 11, 2020$ / sharesshares | Jun. 08, 2020USD ($)shares | Jun. 30, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)PreferredStock$ / sharesshares | Jun. 23, 2020shares | Aug. 31, 2017$ / sharesshares |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||
Number of outstanding series of redeemable convertible preferred stock | PreferredStock | 8 | ||||||
Accretion to redemption values | $ | $ 132,800 | ||||||
Gross proceeds from issuance of preferred stock | $ | $ 21,694 | ||||||
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 | |||||
Forward stock split | 2 | 2 | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, voting rights | one vote | ||||||
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. | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 113,443,854 | |||
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 | |||||
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 | |||||
Series H Preferred Stock | |||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||
Common stock, issued | 1,964,766 | ||||||
Gross proceeds from issuance of preferred stock | $ | $ 26,700 | ||||||
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 | ||||||
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 |
Redeemable Convertible Prefer_4
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 (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Temporary Equity [Line Items] | ||
Shares authorized | 10,000,000 | 86,123,364 |
Shares issued | 0 | 83,568,628 |
Shares outstanding | 0 | 83,568,628 |
Liquidation preference | $ 694,447 | |
Carrying value | $ 874,332 | |
Series A | ||
Temporary Equity [Line Items] | ||
Shares authorized | 3,983,996 | |
Shares issued | 3,983,996 | |
Shares outstanding | 3,983,996 | |
Issue price | $ 1.61 | |
Per share conversion price | $ 1.61 | |
Liquidation preference | $ 6,419 | |
Carrying value | $ 6,167 | |
Series B | ||
Temporary Equity [Line Items] | ||
Shares authorized | 4,716,484 | |
Shares issued | 4,716,484 | |
Shares outstanding | 4,716,484 | |
Issue price | $ 2.48 | |
Per share conversion price | $ 2.48 | |
Liquidation preference | $ 11,709 | |
Carrying value | $ 42,425 | |
Series C | ||
Temporary Equity [Line Items] | ||
Shares authorized | 9,134,242 | |
Shares issued | 9,134,242 | |
Shares outstanding | 9,134,242 | |
Issue price | $ 5.93 | |
Per share conversion price | $ 5.93 | |
Liquidation preference | $ 54,209 | |
Carrying value | $ 88,739 | |
Series D | ||
Temporary Equity [Line Items] | ||
Shares authorized | 14,431,136 | |
Shares issued | 14,431,136 | |
Shares outstanding | 14,431,136 | |
Issue price | $ 6.58 | |
Per share conversion price | $ 6.58 | |
Liquidation preference | $ 95,000 | |
Carrying value | $ 142,724 | |
Series E | ||
Temporary Equity [Line Items] | ||
Shares authorized | 6,163,792 | |
Shares issued | 6,163,792 | |
Shares outstanding | 6,163,792 | |
Issue price | $ 8.11 | |
Per share conversion price | $ 8.11 | |
Liquidation preference | $ 50,000 | |
Carrying value | $ 64,042 | |
Series F | ||
Temporary Equity [Line Items] | ||
Shares authorized | 12,705,580 | |
Shares issued | 12,115,610 | |
Shares outstanding | 12,115,610 | |
Issue price | $ 8.53 | |
Per share conversion price | $ 8.53 | |
Liquidation preference | $ 103,346 | |
Carrying value | $ 127,820 | |
Series G | ||
Temporary Equity [Line Items] | ||
Shares authorized | 16,280,040 | |
Shares issued | 16,280,040 | |
Shares outstanding | 16,280,040 | |
Issue price | $ 8.98 | |
Per share conversion price | $ 8.98 | |
Liquidation preference | $ 146,113 | |
Carrying value | $ 174,764 | |
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 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | May 28, 2020 | Jun. 30, 2020 | Feb. 29, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2015 | Dec. 31, 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 | |||||||||
Aggregate intrinsic value of options outstanding | 303,100,000 | 303,100,000 | $ 303,100,000 | |||||||
Aggregate intrinsic value of options exercisable | 167,500,000 | 167,500,000 | $ 167,500,000 | |||||||
Granted, Shares | 2,214,276 | |||||||||
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 | ||||||
Unrecognized stock-based compensation expense | 4,700,000 | 4,700,000 | $ 4,700,000 | $ 5,200,000 | ||||||
Unrecognized stock-based compensation weighted-average period | 2 years 8 months 12 days | 2 years 7 months 6 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 | ||||||
Award acceleration period | 12 months | |||||||||
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 | Service Periods Vest Ranging from 12 to 48 Months | IPO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation expense | 510,278,000 | |||||||||
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 | ||||||||
Unrecognized stock-based compensation expense | $ 0 | $ 0 | $ 0 | |||||||
Maximum | RSUs | Service Periods Vest Ranging from 12 to 48 Months | IPO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Continuous service period | 48 months | |||||||||
Minimum [Member] | RSUs | Service Periods Vest Ranging from 12 to 48 Months | IPO | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Continuous service period | 12 months | |||||||||
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% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares, Outstanding, Beginning balance | shares | 6,340,000 | |
Shares, Granted | shares | 420,500 | |
Shares, Exercised | shares | (3,274) | |
Shares, Forfeited / cancelled | shares | (417,150) | |
Shares, Outstanding, Ending balance | shares | 6,340,076 | 6,340,000 |
Shares, Vested and exercisable | shares | 3,451,864 | 2,684,160 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 3.92 | |
Weighted Average Exercise Price, Granted | $ / shares | 10.46 | |
Weighted Average Exercise Price, Exercised | $ / shares | 4.21 | |
Weighted Average Exercise Price, Forfeited / cancelled | $ / shares | 4.30 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 4.33 | $ 3.92 |
Weighted Average Exercise Price, Vested and exercisable | $ / shares | $ 3.63 | $ 3.58 |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 9 months 14 days | 8 years 2 months 19 days |
Weighted Average Remaining Contractual Life, Vested and exercisable | 7 years 18 days | 7 years 4 months 28 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 (Details) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value of common stock (per share) | $ 10.46 |
Risk-free interest rate | 1.70% |
Expected volatility, minimum | 36.30% |
Expected volatility, maximum | 36.60% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 5 years 10 months 24 days |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 3 months 18 days |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Activity for Restricted Stock Units (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [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 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of RSAs Activity (Details) | 6 Months Ended |
Jun. 30, 2020shares | |
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 |
RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested and outstanding, Beginning balance | 272,868 |
Vested | (272,868) |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | $ 1,403 | |
Series F Preferred Stock Warrant | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 1,403 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 100,016 | 70,059 |
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 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 1,403 | |
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 |
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 (Details) - Series F Preferred Stock Warrant $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Balance as of December 31, 2019 | $ 1,403 |
Change in fair value | 20,470 |
Conversion to common stock warrant | $ (21,873) |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($)Segment | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 3 | |
Number of operating segments | Segment | 0 | |
Segment assets | $ 0 | |
Assets | 963,207 | $ 563,387 |
Non-US | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 0 | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 253,093 | $ 260,897 | $ 628,865 | $ 495,956 |
Gross profit (loss) | 7,607 | 13,845 | 25,994 | 25,857 |
Ecommerce | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 175,568 | 120,953 | 408,740 | 210,808 |
Gross profit (loss) | 7,219 | 7,295 | 21,486 | 13,049 |
TDA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 26,604 | 85,413 | 113,628 | 178,497 |
Gross profit (loss) | 931 | 6,101 | 6,346 | 12,179 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 50,921 | 54,531 | 106,497 | 106,651 |
Gross profit (loss) | $ (543) | $ 449 | $ (1,838) | $ 629 |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Gross profit (loss) | $ 7,607 | $ 13,845 | $ 25,994 | $ 25,857 |
Selling, general and administrative expenses | 47,911 | 43,692 | 106,291 | 80,275 |
Depreciation and amortization | 1,083 | 1,501 | 2,049 | 3,034 |
Interest expense | 1,297 | 3,388 | 4,123 | 6,106 |
Interest income | (715) | (1,415) | (2,671) | (3,264) |
Revaluation of preferred stock warrant | 21,260 | 60 | 20,470 | 142 |
Other income, net | (53) | (12) | (86) | (31) |
Loss before provision (benefit) for income taxes | $ (63,176) | $ (33,369) | $ (104,182) | $ (60,405) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.09% | (0.12%) | (0.12%) | (0.10%) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share Basic And Diluted [Abstract] | ||||||
Net loss | $ (63,228) | $ (41,059) | $ (33,340) | $ (27,139) | $ (104,287) | $ (60,479) |
Accretion of redeemable convertible preferred stock | 25,879 | 43,843 | ||||
Net loss attributable to common stockholders | $ (63,228) | $ (59,219) | $ (104,287) | $ (104,322) | ||
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 | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (2) | $ (6.90) | $ (5.21) | $ (12.16) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 12,077,860 | 77,253,158 |
Redeemable Convertible Preferred Stock | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 66,825,300 | |
Warrants | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 161,136 | |
Stock Options | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 6,340,076 | 5,985,508 |
Restricted Stock Awards | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 3,249,382 | 3,873,214 |
Restricted Stock Units | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 2,488,402 | 408,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2015 | Jun. 30, 2019 | Jun. 30, 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 | ||
Termination period | 2020-02 | |||
Vendor Agreement | Auto Nation, Inc | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Percentage of outstanding capital stock | 5.00% |