Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 01, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRM | ||
Entity Registrant Name | VROOM, INC. | ||
Entity Central Index Key | 0001580864 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 135,599,684 | ||
Entity Public Float | $ 4.8 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | The information required to be furnished pursuant to Part III of this Annual Report on Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2020. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 1,056,213 | $ 217,734 |
Restricted cash | 33,826 | 1,853 |
Accounts receivable, net of allowance of $2,803 and $789, respectively | 60,576 | 30,848 |
Inventory | 423,647 | 205,746 |
Prepaid expenses and other current assets | 23,617 | 9,149 |
Total current assets | 1,597,879 | 465,330 |
Property and equipment, net | 15,092 | 7,828 |
Goodwill | 78,172 | 78,172 |
Operating lease right-of-use assets | 17,137 | |
Other assets | 15,776 | 12,057 |
Total assets | 1,724,056 | 563,387 |
Current Liabilities: | ||
Accounts payable | 32,925 | 18,987 |
Accrued expenses | 59,405 | 38,491 |
Vehicle floorplan | 329,231 | 173,461 |
Deferred revenue | 24,822 | 17,323 |
Operating lease liabilities, current | 6,052 | |
Other current liabilities | 30,275 | 11,572 |
Total current liabilities | 482,710 | 259,834 |
Operating lease liabilities, excluding current portion | 12,093 | |
Other long-term liabilities | 2,151 | 3,073 |
Total liabilities | 496,954 | 262,907 |
Commitments and contingencies (Note 9) | ||
Redeemable convertible preferred stock, $0.001 par value; 10,000,000 and 86,123,364 shares authorized as of December 31, 2020 and 2019, respectively; zero and 83,568,628 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 874,332 | |
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value; 500,000,000 and 113,443,854 shares authorized as of December 31, 2020 and 2019, respectively; 134,043,969 and 8,650,922 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 132 | 8 |
Additional paid-in-capital | 2,004,841 | |
Accumulated deficit | (777,871) | (573,860) |
Total stockholders’ equity (deficit) | 1,227,102 | (573,852) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 1,724,056 | $ 563,387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 2,803 | $ 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 | 134,043,969 | 8,650,922 |
Common stock, shares outstanding | 134,043,969 | 8,650,922 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue: | |||
Total revenue | $ 1,357,700 | $ 1,191,821 | $ 855,429 |
Cost of sales | 1,286,155 | 1,133,962 | 794,622 |
Total gross profit | 71,545 | 57,859 | 60,807 |
Selling, general and administrative expenses | 245,546 | 184,988 | 133,842 |
Depreciation and amortization | 4,598 | 6,019 | 6,857 |
Loss from operations | (178,599) | (133,148) | (79,892) |
Interest expense | 9,656 | 14,596 | 8,513 |
Interest income | (5,896) | (5,607) | (3,135) |
Revaluation of preferred stock warrant | 20,470 | 769 | 174 |
Other income, net | (114) | (96) | (495) |
Loss before provision for income taxes | (202,715) | (142,810) | (84,949) |
Provision for income taxes | 84 | 168 | 229 |
Net loss | (202,799) | (142,978) | (85,178) |
Accretion of redeemable convertible preferred stock | (132,750) | (13,036) | |
Net loss attributable to common stockholders | $ (202,799) | $ (275,728) | $ (98,214) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.76) | $ (32.04) | $ (11.50) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 73,345,569 | 8,605,962 | 8,540,778 |
Retail vehicle, net | |||
Revenue: | |||
Total revenue | $ 1,072,551 | $ 952,910 | $ 656,928 |
Wholesale vehicle | |||
Revenue: | |||
Total revenue | 245,580 | 213,464 | 174,514 |
Product, net | |||
Revenue: | |||
Total revenue | 38,195 | 23,708 | 19,653 |
Other | |||
Revenue: | |||
Total revenue | $ 1,374 | $ 1,739 | $ 4,334 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | IPO | Follow-On Public Offering | Redeemable Convertible Preferred Stock | Common Stock | Common StockRestricted Stock Units | Common StockIPO | Common StockFollow-On Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalFollow-On Public Offering | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Temporary Equity, Balance at Dec. 31, 2017 | $ 360,165 | |||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2017 | 50,545,260 | |||||||||||||
Balance at Dec. 31, 2017 | $ (201,499) | $ 1,658 | $ 8 | $ (201,507) | $ 1,658 | |||||||||
Balance (in shares) at Dec. 31, 2017 | 8,522,110 | |||||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | |||||||||||||
Stock-based compensation | $ 1,158 | $ 1,158 | ||||||||||||
Exercise of stock options | 31 | 31 | ||||||||||||
Exercise of stock options (in shares) | 12,502 | |||||||||||||
Vesting of restricted stock awards/units (in shares) | 36,774 | |||||||||||||
Issuance of Series G redeemable convertible preferred stock, net of issuance costs | $ 145,899 | |||||||||||||
Issuance of Series G redeemable convertible preferred stock, net of issuance costs, shares | 16,280,040 | |||||||||||||
Accretion of redeemable convertible preferred stock | (13,036) | (1,189) | (11,847) | |||||||||||
Temporary equity, Accretion of redeemable convertible preferred stock | $ 13,036 | |||||||||||||
Net loss | (85,178) | (85,178) | ||||||||||||
Temporary Equity, Balance at Dec. 31, 2018 | $ 519,100 | |||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | |||||||||||||
Balance at Dec. 31, 2018 | (296,866) | $ 8 | (296,874) | |||||||||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||||||||
Stock-based compensation | 2,756 | 2,756 | ||||||||||||
Exercise of stock options | 466 | 466 | ||||||||||||
Exercise of stock options (in shares) | 135,950 | |||||||||||||
Vesting of restricted stock awards/units | 1,344 | 1,344 | ||||||||||||
Vesting of restricted stock awards/units (in shares) | 623,832 | |||||||||||||
Repurchase of common stock | (5,824) | (4,566) | (1,258) | |||||||||||
Repurchase of common stock (in shares) | (680,246) | |||||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 222,482 | |||||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares | 16,743,328 | |||||||||||||
Accretion of redeemable convertible preferred stock | (132,750) | (132,750) | ||||||||||||
Temporary equity, Accretion of redeemable convertible preferred stock | 132,800 | $ 132,750 | ||||||||||||
Net loss | (142,978) | (142,978) | ||||||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | $ 874,332 | ||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | 83,568,628 | ||||||||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | (573,860) | |||||||||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | |||||||||||||
Issuance of common stock, net of offering costs | 2,127 | $ 496,510 | $ 567,952 | $ 24 | $ 11 | 2,127 | $ 496,486 | $ 567,941 | ||||||
Issuance of common stock, net of offering costs (in shares) | 183,870 | 24,437,500 | 10,800,000 | |||||||||||
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 | 13,254 | 13,254 | ||||||||||||
Exercise of stock options | $ 2,341 | $ 1 | 2,340 | |||||||||||
Exercise of stock options (in shares) | 598,406 | 598,406 | ||||||||||||
Exercise of common stock warrants (in shares) | 636,112 | |||||||||||||
Vesting of restricted stock awards/units | $ 3,383 | $ 2 | 3,381 | |||||||||||
Vesting of restricted stock awards/units (in shares) | 3,249,346 | 237,334 | ||||||||||||
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 | |||||||||||||
Common stock shares withheld to satisfy employee tax withholding obligations | (2,915) | (2,915) | ||||||||||||
Common stock shares withheld to satisfy employee tax withholding obligations (in shares) | (82,915) | |||||||||||||
Net loss | $ (202,799) | (202,799) | ||||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2020 | 0 | |||||||||||||
Balance at Dec. 31, 2020 | $ 1,227,102 | $ 132 | $ 2,004,841 | $ (777,871) | ||||||||||
Balance (in shares) at Dec. 31, 2020 | 134,043,969 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities | |||
Net loss | $ (202,799) | $ (142,978) | $ (85,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,654 | 6,157 | 6,932 |
Amortization of debt issuance costs | 938 | 357 | 279 |
Loss on extinguishment of debt | 1,031 | ||
Stock-based compensation expense | 13,254 | 2,756 | 1,158 |
Loss on disposal of property and equipment | 46 | 789 | 3,198 |
Provision for inventory obsolescence | 6,588 | 2,682 | (1,069) |
Revaluation of preferred stock warrant | 20,470 | 769 | 174 |
Other | 2,329 | 789 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (32,068) | (18,430) | 9,049 |
Inventory | (224,489) | (92,877) | 11,902 |
Prepaid expenses and other current assets | (9,117) | (3,935) | (2,916) |
Other assets | (4,556) | (3,487) | (3,105) |
Accounts payable | 14,066 | 4,035 | (6,527) |
Accrued expenses | 28,431 | 10,131 | 6,291 |
Deferred revenue | 7,499 | 10,902 | 860 |
Other liabilities | 19,500 | 5,673 | (5,959) |
Net cash used in operating activities | (355,254) | (215,636) | (64,911) |
Investing activities | |||
Purchase of property and equipment | (11,329) | (3,528) | (2,062) |
Proceeds from the sale of property and equipment | 14,850 | ||
Net cash (used in) provided by investing activities | (11,329) | (3,528) | 12,788 |
Financing activities | |||
Repayments of long-term debt | (25,000) | (5,506) | |
Payments of debt extinguishment costs | (685) | ||
Proceeds from vehicle floorplan | 1,242,736 | 992,179 | 648,309 |
Repayments of vehicle floorplan | (1,086,966) | (914,200) | (656,194) |
Payment of vehicle floorplan upfront commitment fees | (2,906) | ||
Proceeds from the issuance of redeemable convertible preferred stock, net | 21,694 | 227,502 | 145,899 |
Repurchase of common stock | (1,818) | (5,824) | |
Common stock shares withheld to satisfy employee tax withholding obligations | (2,915) | ||
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount | 504,024 | ||
Payments of costs related to IPO | (6,791) | (723) | |
Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount | 569,471 | ||
Payments of costs related to follow-on public offering | (1,519) | ||
Proceeds from exercise of stock options | 2,341 | 1,810 | 31 |
Other financing activities | (316) | 183 | (164) |
Net cash provided by financing activities | 1,237,035 | 275,242 | 132,375 |
Net increase in cash, cash equivalents and restricted cash | 870,452 | 56,078 | 80,252 |
Cash, cash equivalents and restricted cash at the beginning of period | 219,587 | 163,509 | 83,257 |
Cash, cash equivalents and restricted cash at the end of period | 1,090,039 | 219,587 | 163,509 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 8,540 | 12,607 | 7,743 |
Cash paid for income taxes | 163 | 157 | 212 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Accretion of redeemable convertible preferred stock | 132,750 | $ 13,036 | |
Series H preferred stock issuance costs included in accrued expenses | 5,020 | ||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | ||
Issuance of common stock as upfront payment to nonemployee | 2,127 | ||
Accrued property and equipment expenditures | $ 97 | 200 | |
IPO | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Costs related to IPO included in accrued expenses and accounts payable | $ 1,703 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 Vroom). The acquisition included the Company's proprietary vehicle reconditioning center, the Texas Direct Auto ("TDA") dealership, and Sell Us Your Car® centers. Left Gate Property Holding, LLC was renamed Vroom Automotive, LLC in March 2021, and is the primary operating entity for the Company's purchases and sales of used vehicles. The Company currently is organized into three reportable segments: Ecommerce, Wholesale, and TDA. 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 Wholesale reportable segment represents sales of used vehicles through wholesale channels. 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 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 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 11 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $54.50 per share. The Company received proceeds of $569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $1.5 million. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. Principles of Consolidation The accompanying 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 | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Beginning in the first quarter of 2020, the COVID-19 pandemic 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 the years ended December 31, 2020, 2019, and 2018. Accordingly, net loss and comprehensive loss are the same for the periods presented. Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 9 – Commitments and Contingencies. As of December 31, 2020, restricted cash also includes a $31.6 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 8 – Vehicle Floorplan Facilities. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Company Vehicles 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. No goodwill impairment was determined to exist for the years ended December 31, 2020, 2019, and 2018. In connection with its annual goodwill impairment test as of October 1, 2020, the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. Deferred Offering Costs Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO and Follow-on Public Offering, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO and Follow-on Public Offering. As of December 31, 2020 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.” Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more likely than not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $62.4 million, $49.9 million, and $25.6 million for the years ended December 31, 2020, 2019, and 2018, respectively. Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $30.3 million, $14.0 million, and $6.4 million for the years ended December 31, 2020, 2019, and 2018, 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 balances 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. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid US treasury securities. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2020, 2019, and 2018, 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, 2020 and 2019. 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 a vehicle floorplan facility. As further discussed in Note 8 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity up to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2019 and 2018 has been presented as an increase to net loss to determine net loss attributable to common stockholders. 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 2021 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 issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which amends the guidance on revenue recognition. Under the new standard, revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The principles in the standard are applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB also subsequently issued several amendments to the standard to clarify the guidance. The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606. The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of vehicle service contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the vehicle service contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the vehicle services are sold to the end-customer. Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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 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 consolidated balance sheets. The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in direct-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. 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 vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel 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, 2020 and 2019, the Company’s reserve for chargebacks was $3.8 million and $3.3 million, respectively, of which $1.7 million and $1.8 million, respectively, are included within “Accrued expenses” and $2.1 million and $1.5 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 vehicle service 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, 2020 and 2019, the Company recognized $11.5 million and $6.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.8 million and $0.3 million, respectively, are included within “Prepaid expenses and other current assets” and $10.7 million and $6.6 million, respectively, are included within “Other assets.” Other Revenue Other revenue primarily consists of labor and parts revenue earned by the Company for vehicle repair services at TDA. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following (in thousands): December 31, 2020 2019 Vehicles $ 421,458 $ 203,290 Parts and accessories 2,189 2,456 Total inventory $ 423,647 $ 205,746 As of December 31, 2020 and 2019, “Inventory” includes an adjustment of $12.9 million and $6.3 million, respectively, to record the balances at the lower of cost or net realizable value. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 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, 2020 2019 Equipment $ 1,061 $ 930 Furniture and fixtures 1,746 1,725 Company vehicles 5,002 1,151 Leasehold improvements 7,068 6,556 Internal-use software 10,552 4,406 Other 2,997 2,580 28,426 17,348 Accumulated depreciation and amortization (13,334 ) (9,520 ) Property and equipment, net $ 15,092 $ 7,828 Depreciation and amortization expense was $4.1 million, $2.8 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. Depreciation and amortization expense of $0.1 million was included within “Cost of sales” in the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 6. Goodwill The carrying amount of the Company’s goodwill was $78.2 million as of December 31, 2020 and 2019, of which $72.2 million, $4.2 million and $1.8 million is allocated to the Ecommerce, TDA, and Wholesale reportable segments, respectively. There were no changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019 and there have been no accumulated impairment charges. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued marketing expenses $ 9,106 $ 3,158 Vehicle related expenses 13,062 8,923 Sales taxes 15,443 7,455 Accrued compensation and benefits 5,749 3,386 Accrued professional services 4,890 2,964 Accrued Series H preferred stock issuance costs — 5,020 Other 11,155 7,585 Total accrued expenses $ 59,405 $ 38,491 The Company’s other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Vehicle payable $ 25,086 $ 8,904 Other 5,189 2,668 Total other current liabilities $ 30,275 $ 11,572 |
Vehicle Floorplan Facilities
Vehicle Floorplan Facilities | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Vehicle Floorplan Facilities | 8. 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 originally was scheduled to expire 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. As of December 31, 2020, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $356.9 million, of which $27.7 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 equity (deficit) plus redeemable convertible preferred stock as determined under U.S. GAAP. The Company was required to pay an upfront commitment fee upon execution of the 2020 Vehicle Floorplan Facility. In October 2020, the Company amended its 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, 2020 and 2019, outstanding borrowings on the vehicle floorplan facilities were $329.2 million and $173.5 million, respectively. Interest expense incurred by the Company for the vehicle floorplan facilities was $9.7 million, $10.4 million, and $4.7 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.39% and 6.00% as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, 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 permit 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 $5.4 million, $5.1 million, and $2.9 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest income” in the consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. 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. The Company accrues 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, the Company does not record a liability, but instead discloses 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, 2020 and 2019, the Company was not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. Letters of Credit The Company obtained stand-by letters of credit totaling $2.2 million in 2020 to satisfy conditions under three lease agreements. The Company was required to maintain a cash deposit of $2.2 million and $1.9 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the consolidated balance sheets as of December 31, 2020 and 2019, 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 | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 10. 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 December 31, 2020, the weighted-average remaining lease term and discount rate for the Company’s operating leases were 3.5 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 year ended December 31, 2020 were as follows (in thousands): Year Ended December 31, 2020 Lease Cost Operating lease cost $ 5,503 Short-term lease cost 350 Variable lease cost 1,915 Sublease income (445 ) Net lease cost $ 7,323 Year Ended December 31, 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,600 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 consolidated balance sheet as of December 31, 2020 were as follows (in thousands): 2021 6,577 2022 5,318 2023 3,398 2024 3,111 2025 907 Thereafter - Total lease payments 19,311 Less: interest (1,166 ) Present value of lease liabilities $ 18,145 Operating lease liabilities, current $ 6,052 Operating lease liabilities, noncurrent 12,093 Total operating lease liabilities $ 18,145 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 $7.2 million and $5.7 million for the years ended December 31, 2019 and 2018. 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 consolidated balance sheet. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | 11. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 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 December 31, 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 on a cashless basis, 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 13 – Financial Instruments and Fair Value Measurements. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 12. 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 year ended December 31, 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 (598,406 ) 3.91 Forfeited / cancelled (544,526 ) 4.48 Outstanding as of December 31, 2020 5,617,568 $ 4.35 7.33 Vested and exercisable as of December 31, 2019 2,684,160 $ 3.58 7.41 Vested and exercisable as of December 31, 2020 3,449,606 $ 3.83 6.74 The Company recognized $2.2 million, $2.6 million, and $1.0 million of stock-based compensation expense related to stock options for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $3.5 million and $5.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.2 years and 2.6 years, respectively. The grant date fair value of stock options granted during the year ended December 31, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Year Ended December 31, 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 year ended December 31, 2020 was estimated to be RSUs The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2019 408,000 $ 4.01 Granted 2,073,006 12.06 Vested (237,334 ) 3.86 Forfeited / cancelled (8,230 ) 11.86 Unvested and outstanding as of December 31, 2020 2,235,442 $ 11.46 The Company recognized $10.9 million, $0.1 million, and $0.1 million of stock-based compensation expense related to RSUs for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $15.4 million and $1.3 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.8 years and 2.4 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. 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 year ended December 31, 2020: Shares Unvested at December 31, 2019 272,868 Vested (272,868 ) Unvested at December 31, 2020 — For the years ended December 31, 2020, 2019, and 2018, the expense related to the RSAs was $0.2 million, $0.0 million and $0.1 million, respectively. As of December 31, 2020, there was no remaining |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 13. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): ` As of December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 814,681 $ — $ — $ — Total financial assets $ 814,681 $ — $ — $ — ` As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant — — 1,403 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 The following table presents a reconciliation of the Series F Preferred Stock Warrant, which was measured at fair value using Level 3 inputs (in thousands): Series F Preferred Stock Warrant Balance as of December 31, 2019 $ 1,403 Change in fair value 20,470 Conversion to common stock warrant (21,873 ) Balance as of December 31, 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 2020 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 | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company has three reportable segments: Ecommerce, Wholesale, and TDA. 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, 2020, 2019, and 2018, 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 Wholesale reportable segment represents sales of used vehicles through wholesale channels. 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. Information about the Company’s reportable segments are as follows (in thousands): Year Ended December 31, 2020 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 915,451 $ 245,580 $ 196,669 $ 1,357,700 Gross profit (loss) $ 60,861 $ (1,432 ) $ 12,116 $ 71,545 Year Ended December 31, 2019 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 588,114 $ 213,464 $ 390,243 $ 1,191,821 Gross profit $ 32,127 $ 340 $ 25,392 $ 57,859 Year Ended December 31, 2018 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 301,172 $ 174,514 $ 379,743 $ 855,429 Gross profit $ 22,425 $ 3,257 $ 35,125 $ 60,807 The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Segment gross profit $ 71,545 $ 57,859 $ 60,807 Selling, general and administrative expenses 245,546 184,988 133,842 Depreciation and amortization 4,598 6,019 6,857 Interest expense 9,656 14,596 8,513 Interest Income (5,896 ) (5,607 ) (3,135 ) Revaluation of preferred stock warrant 20,470 769 174 Other income, net (114 ) (96 ) (495 ) Loss before provision for income taxes $ (202,715 ) $ (142,810 ) $ (84,949 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes Income Tax Provision The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ — $ — $ — State and local 84 168 229 Total current tax expense 84 168 229 Deferred tax (benefit): Federal — — — State and local — — — Total deferred tax (benefit) — — — Provision for income taxes $ 84 $ 168 $ 229 Pretax loss for all periods presented were classified as Domestic. Tax Rate Reconciliation The Company’s effective tax rate for the years ended December 31, 2020, 2019, and 2018 was (0.04)%, (0.12)%, and (0.27)%, respectively. A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Income taxes at statutory rate $ (42,570 ) $ (29,990 ) $ (17,839 ) State income taxes, net of federal benefit (5,417 ) (1,096 ) 180 Permanent differences 1,264 772 229 Change in valuation allowance 46,901 30,051 17,756 Other (94 ) 431 (97 ) Provision for income taxes $ 84 $ 168 $ 229 Deferred Tax Assets (Liabilities) 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 for December 31, 2020 and 2019 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2020 and 2019 the Valuation Allowance balance was $121.9 million and $75.0 million, respectively. The Valuation Allowance was $44.9 million and $27.5 million as of December 31, 2018 and January 1, 2018, respectively. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 102,252 $ 66,879 Inventory reserves 12,409 5,911 Stock-based compensation 3,119 840 Accrued Expense 1,456 867 Depreciation — 114 Right of Use Asset 4,175 — Allowance for Doubtful Accounts 1,809 173 Other 836 423 Total deferred tax assets 126,056 75,207 Less: valuation allowance (121,859 ) (74,959 ) Net deferred tax assets 4,197 248 Deferred tax liabilities: Intangible amortization (225 ) (248 ) Depreciation (29 ) — Lease Liability (3,943 ) — Net deferred tax liabilities (4,197 ) (248 ) Net deferred income taxes $ — $ — Net Operating Losses As of December 31, 2020, the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $462.1 million, of which $126.2 million expire from 2034 through 2037 and $335.9 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $78.7 million, which expire from 2034 through 2040. 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 company is not currently under audit for any US federal or state income tax audits. 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 is still evaluating to see if the shareholder lock-up period expiration in December 2020 associated with the IPO, resulted in a change in control. Uncertain Tax Positions The Company has not identified any uncertain tax positions as of December 31, 2020 or 2019. Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Net Loss Per Share | 16. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended December 31, (in thousands, except share and per share amounts) 2020 2019 2018 Net loss $ (202,799 ) $ (142,978 ) $ (85,178 ) Accretion of redeemable convertible preferred stock — (132,750 ) (13,036 ) Net loss attributable to common stockholders $ (202,799 ) $ (275,728 ) $ (98,214 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 73,345,569 8,605,962 8,540,778 Net loss per share attributable to common stockholders, basic and diluted $ (2.76 ) $ (32.04 ) $ (11.50 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: Year Ended December 31, 2020 2019 2018 Redeemable convertible preferred stock — 83,568,628 66,825,300 Warrants — 161,136 161,136 Stock options 5,617,568 6,110,000 2,961,008 Restricted stock awards — 3,249,382 3,873,214 Restricted stock units 2,235,442 408,000 100,000 Total 7,853,010 93,497,146 73,920,658 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 17. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2020, 2019, and 2018, 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. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | 18. Subsequent Event On January 7, 2021, the Company completed the acquisition of the CarStory business, a leader in AI-powered analytics and digital services for automotive retail, through the acquisition of 100% of Vast Holdings, Inc. Leveraging its machine learning, CarStory brings predictive market data to Vroom’s national ecommerce and vehicle operations platform. As part of Vroom, we expect CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. Pursuant to the acquisition agreement, the aggregate purchase price was approximately $120.0 million, comprised of cash and shares of the Company’s common stock. On the closing date, the Company paid $77.5 million in cash and issued 1,072,117 shares of common stock. The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities. Due to the proximity of the acquisition date to the Company’s filing of its annual report on Form 10-K for the year ended December 31, 2020, the initial accounting for the CarStory business combination is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 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 11 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. |
Follow-on Public Offering | Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $54.50 per share. The Company received proceeds of $569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $1.5 million. |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying 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 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 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 the years ended December 31, 2020, 2019, and 2018. Accordingly, net loss and comprehensive loss are the same for the periods presented. |
Revenue Recognition | Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. |
Cost of Sales | Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. |
Restricted Cash | Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 9 – Commitments and Contingencies. As of December 31, 2020, restricted cash also includes a $31.6 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 8 – Vehicle Floorplan Facilities. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. |
Inventory | Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Company Vehicles 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. |
Goodwill | Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. No goodwill impairment was determined to exist for the years ended December 31, 2020, 2019, and 2018. In connection with its annual goodwill impairment test as of October 1, 2020, the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO and Follow-on Public Offering, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO and Follow-on Public Offering. As of December 31, 2020 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.” |
Vehicle Floorplan | Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more likely than not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
Advertising | Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $62.4 million, $49.9 million, and $25.6 million for the years ended December 31, 2020, 2019, and 2018, 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 consolidated statements of operations and were $30.3 million, $14.0 million, and $6.4 million for the years ended December 31, 2020, 2019, and 2018, 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 balances 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. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid US treasury securities. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2020, 2019, and 2018, 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, 2020 and 2019. |
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 a vehicle floorplan facility. As further discussed in Note 8 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity up to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2019 and 2018 has been presented as an increase to net loss to determine net loss attributable to common stockholders. |
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 2021 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 issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which amends the guidance on revenue recognition. Under the new standard, revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The principles in the standard are applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB also subsequently issued several amendments to the standard to clarify the guidance. The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606. The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of vehicle service contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the vehicle service contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the vehicle services are sold to the end-customer. Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Company Vehicles 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, 2020 2019 Vehicles $ 421,458 $ 203,290 Parts and accessories 2,189 2,456 Total inventory $ 423,647 $ 205,746 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2020 2019 Equipment $ 1,061 $ 930 Furniture and fixtures 1,746 1,725 Company vehicles 5,002 1,151 Leasehold improvements 7,068 6,556 Internal-use software 10,552 4,406 Other 2,997 2,580 28,426 17,348 Accumulated depreciation and amortization (13,334 ) (9,520 ) Property and equipment, net $ 15,092 $ 7,828 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses | The Company’s accrued expenses consisted of the following (in thousands): December 31, 2020 2019 Accrued marketing expenses $ 9,106 $ 3,158 Vehicle related expenses 13,062 8,923 Sales taxes 15,443 7,455 Accrued compensation and benefits 5,749 3,386 Accrued professional services 4,890 2,964 Accrued Series H preferred stock issuance costs — 5,020 Other 11,155 7,585 Total accrued expenses $ 59,405 $ 38,491 |
Other Current Liabilities | The Company’s other current liabilities consisted of the following (in thousands): December 31, 2020 2019 Vehicle payable $ 25,086 $ 8,904 Other 5,189 2,668 Total other current liabilities $ 30,275 $ 11,572 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of Lease Costs and Activity | The Company’s lease costs and activity for the year ended December 31, 2020 were as follows (in thousands): Year Ended December 31, 2020 Lease Cost Operating lease cost $ 5,503 Short-term lease cost 350 Variable lease cost 1,915 Sublease income (445 ) Net lease cost $ 7,323 Year Ended December 31, 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 4,600 |
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 consolidated balance sheet as of December 31, 2020 were as follows (in thousands): 2021 6,577 2022 5,318 2023 3,398 2024 3,111 2025 907 Thereafter - Total lease payments 19,311 Less: interest (1,166 ) Present value of lease liabilities $ 18,145 Operating lease liabilities, current $ 6,052 Operating lease liabilities, noncurrent 12,093 Total operating lease liabilities $ 18,145 |
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' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 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) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 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 (598,406 ) 3.91 Forfeited / cancelled (544,526 ) 4.48 Outstanding as of December 31, 2020 5,617,568 $ 4.35 7.33 Vested and exercisable as of December 31, 2019 2,684,160 $ 3.58 7.41 Vested and exercisable as of December 31, 2020 3,449,606 $ 3.83 6.74 |
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 year ended December 31, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions: Year Ended December 31, 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 year ended December 31, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested and outstanding as of December 31, 2019 408,000 $ 4.01 Granted 2,073,006 12.06 Vested (237,334 ) 3.86 Forfeited / cancelled (8,230 ) 11.86 Unvested and outstanding as of December 31, 2020 2,235,442 $ 11.46 |
Summary of RSAs Activity | The following table summarizes the activity related to the Company’s RSAs for the year ended December 31, 2020: Shares Unvested at December 31, 2019 272,868 Vested (272,868 ) Unvested at December 31, 2020 — |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 (in thousands): ` As of December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 814,681 $ — $ — $ — Total financial assets $ 814,681 $ — $ — $ — ` As of December 31, 2019 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 70,059 $ — $ — $ — Total financial assets $ 70,059 $ — $ — $ — Financial Liabilities Other long-term liabilities: Series F Preferred Stock Warrant — — 1,403 1,403 Total financial liabilities $ — $ — $ 1,403 $ 1,403 |
Schedule of Reconciliation of Preferred Stock Warrant Measured at Fair Value Using Level 3 Inputs | The following table presents a reconciliation of the Series F Preferred Stock Warrant, which was measured at fair value using Level 3 inputs (in thousands): Series F Preferred Stock Warrant Balance as of December 31, 2019 $ 1,403 Change in fair value 20,470 Conversion to common stock warrant (21,873 ) Balance as of December 31, 2020 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | Information about the Company’s reportable segments are as follows (in thousands): Year Ended December 31, 2020 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 915,451 $ 245,580 $ 196,669 $ 1,357,700 Gross profit (loss) $ 60,861 $ (1,432 ) $ 12,116 $ 71,545 Year Ended December 31, 2019 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 588,114 $ 213,464 $ 390,243 $ 1,191,821 Gross profit $ 32,127 $ 340 $ 25,392 $ 57,859 Year Ended December 31, 2018 Ecommerce Wholesale TDA Consolidated Revenues from external customers $ 301,172 $ 174,514 $ 379,743 $ 855,429 Gross profit $ 22,425 $ 3,257 $ 35,125 $ 60,807 |
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): Year Ended December 31, 2020 2019 2018 Segment gross profit $ 71,545 $ 57,859 $ 60,807 Selling, general and administrative expenses 245,546 184,988 133,842 Depreciation and amortization 4,598 6,019 6,857 Interest expense 9,656 14,596 8,513 Interest Income (5,896 ) (5,607 ) (3,135 ) Revaluation of preferred stock warrant 20,470 769 174 Other income, net (114 ) (96 ) (495 ) Loss before provision for income taxes $ (202,715 ) $ (142,810 ) $ (84,949 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Current: Federal $ — $ — $ — State and local 84 168 229 Total current tax expense 84 168 229 Deferred tax (benefit): Federal — — — State and local — — — Total deferred tax (benefit) — — — Provision for income taxes $ 84 $ 168 $ 229 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Income taxes at statutory rate $ (42,570 ) $ (29,990 ) $ (17,839 ) State income taxes, net of federal benefit (5,417 ) (1,096 ) 180 Permanent differences 1,264 772 229 Change in valuation allowance 46,901 30,051 17,756 Other (94 ) 431 (97 ) Provision for income taxes $ 84 $ 168 $ 229 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 102,252 $ 66,879 Inventory reserves 12,409 5,911 Stock-based compensation 3,119 840 Accrued Expense 1,456 867 Depreciation — 114 Right of Use Asset 4,175 — Allowance for Doubtful Accounts 1,809 173 Other 836 423 Total deferred tax assets 126,056 75,207 Less: valuation allowance (121,859 ) (74,959 ) Net deferred tax assets 4,197 248 Deferred tax liabilities: Intangible amortization (225 ) (248 ) Depreciation (29 ) — Lease Liability (3,943 ) — Net deferred tax liabilities (4,197 ) (248 ) Net deferred income taxes $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, (in thousands, except share and per share amounts) 2020 2019 2018 Net loss $ (202,799 ) $ (142,978 ) $ (85,178 ) Accretion of redeemable convertible preferred stock — (132,750 ) (13,036 ) Net loss attributable to common stockholders $ (202,799 ) $ (275,728 ) $ (98,214 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 73,345,569 8,605,962 8,540,778 Net loss per share attributable to common stockholders, basic and diluted $ (2.76 ) $ (32.04 ) $ (11.50 ) |
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: Year Ended December 31, 2020 2019 2018 Redeemable convertible preferred stock — 83,568,628 66,825,300 Warrants — 161,136 161,136 Stock options 5,617,568 6,110,000 2,961,008 Restricted stock awards — 3,249,382 3,873,214 Restricted stock units 2,235,442 408,000 100,000 Total 7,853,010 93,497,146 73,920,658 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 15, 2020USD ($)$ / sharesshares | Jun. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2020 | Dec. 31, 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 | ||
Stock issued during period shares | shares | 10,800,000 | |||
Sale of stock, price per share | $ / shares | $ 54.50 | |||
Proceeds from underwriting discount and commission | $ 504,024 | |||
Stock offering expenses | $ 1,500 | |||
Proceeds from offering, net | $ 569,500 | $ 569,471 | ||
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_4
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 15, 2020USD ($)$ / sharesshares | May 15, 2020$ / sharesshares | Oct. 31, 2020 | Dec. 31, 2020USD ($)ReportableSegment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Jan. 01, 2020USD ($) | Jan. 01, 2018USD ($) |
Accounting Policies [Line Items] | |||||||||
Cash deposits included in restricted cash | $ 33,826,000 | $ 1,853,000 | |||||||
Number of reporting units | ReportableSegment | 3 | ||||||||
Goodwill impairment | $ 0 | 0 | $ 0 | ||||||
Deferred offering costs | $ 1,500,000 | ||||||||
Common stock, issued | shares | 10,800,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 54.50 | ||||||||
Accumulated deficit | (777,871,000) | (573,860,000) | |||||||
Operating lease liabilities | 18,145,000 | $ 18,400,000 | |||||||
Operating lease right-of-use assets | $ 17,137,000 | $ 17,400,000 | |||||||
Topic 606 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2018 | ||||||||
ASU 2018-15 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||||||||
Capitalized implementation costs | 2,700,000 | ||||||||
Amortization expenses | $ 300,000 | ||||||||
Topic 842 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||||||||
ASU 2018-13 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
ASU 2016-13 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Topic 606 | |||||||||
Accounting Policies [Line Items] | |||||||||
Accumulated deficit | $ 1,700,000 | ||||||||
Maximum | ASU 2018-15 | |||||||||
Accounting Policies [Line Items] | |||||||||
Amortization term | 5 years | ||||||||
Minimum [Member] | ASU 2018-15 | |||||||||
Accounting Policies [Line Items] | |||||||||
Amortization term | 2 years | ||||||||
RA Agreement | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock, issued | shares | 183,870 | ||||||||
Term for issuance of additional shares of common stock | 4 years | ||||||||
Sale of stock, price per share | $ / shares | $ 11.57 | ||||||||
RA Agreement | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Issuance of additional shares of common stock | shares | 8,641,914 | ||||||||
Selling, General and Administrative Expenses | |||||||||
Accounting Policies [Line Items] | |||||||||
Advertising expense | $ 62,400,000 | $ 49,900,000 | 25,600,000 | ||||||
Selling, General and Administrative Expenses | Shipping and Handling | |||||||||
Accounting Policies [Line Items] | |||||||||
Shipping and handling expenses | 30,300,000 | 14,000,000 | $ 6,400,000 | ||||||
Other Assets | |||||||||
Accounting Policies [Line Items] | |||||||||
Deferred offering costs | 0 | $ 2,400,000 | |||||||
Vehicle Floorplan Facilities | Line Of Credit | |||||||||
Accounting Policies [Line Items] | |||||||||
Increased borrowing capacity | $ 450,000,000 | ||||||||
Amended to extend maturity date | 2022-09 | ||||||||
Vehicle Floorplan Facilities | Cash Deposits | |||||||||
Accounting Policies [Line Items] | |||||||||
Cash deposits included in restricted cash | $ 31,600,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 15 years |
Equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 15 years |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Company Vehicles | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 7 years |
Company Vehicles | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | Lesser of useful life or lease term |
Internal-use Software | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 5 years |
Internal-use Software | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 3.8 | $ 3.3 |
Cumulative profit sharing payment recognized | $ 11.5 | 6.9 |
Revenue, practical expedient, incremental cost of obtaining contract | true | |
Accrued Expenses | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 1.7 | 1.8 |
Other Long-term Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | 2.1 | 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 | $ 10.7 | $ 6.6 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Vehicles | $ 421,458 | $ 203,290 |
Parts and accessories | 2,189 | 2,456 |
Total inventory | $ 423,647 | $ 205,746 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 12.9 | $ 6.3 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 28,426 | $ 17,348 |
Accumulated depreciation and amortization | (13,334) | (9,520) |
Property and equipment, net | 15,092 | 7,828 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,061 | 930 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,746 | 1,725 |
Company Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,002 | 1,151 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,068 | 6,556 |
Internal-use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,552 | 4,406 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,997 | $ 2,580 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 4,598 | $ 6,019 | $ 6,857 |
Property and Equipment, Net | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 4,100 | 2,800 | 3,500 |
Depreciation and amortization expense included within "Cost of sales" | $ 100 | $ 100 | $ 100 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 78,172,000 | $ 78,172,000 |
Accumulated impairment charges | 0 | 0 |
Ecommerce | ||
Goodwill [Line Items] | ||
Goodwill | 72,200,000 | 72,200,000 |
TDA | ||
Goodwill [Line Items] | ||
Goodwill | 4,200,000 | 4,200,000 |
Wholesale | ||
Goodwill [Line Items] | ||
Goodwill | $ 1,800,000 | $ 1,800,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued marketing expenses | $ 9,106 | $ 3,158 |
Vehicle related expenses | 13,062 | 8,923 |
Sales taxes | 15,443 | 7,455 |
Accrued compensation and benefits | 5,749 | 3,386 |
Accrued professional services | 4,890 | 2,964 |
Accrued Series H preferred stock issuance costs | 5,020 | |
Other | 11,155 | 7,585 |
Total accrued expenses | $ 59,405 | $ 38,491 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities -Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Vehicle payable | $ 25,086 | $ 8,904 |
Other | 5,189 | 2,668 |
Total other current liabilities | $ 30,275 | $ 11,572 |
Vehicle Floorplan Facilities -
Vehicle Floorplan Facilities - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Vehicle Floorplan Facilities | |||||
Line Of Credit Facility [Line Items] | |||||
Outstanding borrowings | $ 329,200,000 | $ 173,500,000 | |||
Interest expense | $ 9,700,000 | $ 10,400,000 | $ 4,700,000 | ||
Weighted average interest rate | 4.39% | 6.00% | |||
Debt instrument, covenant compliance | As of December 31, 2020 and 2019, 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 | $ 5,400,000 | $ 5,100,000 | $ 2,900,000 | ||
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | ||||
Expiration 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. | ||||
Line of credit facility, current borrowing capacity | $ 356,900,000 | ||||
Line of credit facility, unutilized borrowing capacity | $ 27,700,000 | ||||
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 equity (deficit) 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 | ||||
Ally Bank and Ally Financial | Line Of Credit | Amended 2020 Vehicle Floorplan Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility expiration date | Sep. 30, 2022 | ||||
Availability fee payable each quarter on average unused capacity from prior quarter floorplan allowance percentage | 50.00% | ||||
Debt instrument covenant to maintain credit line availability on deposit | 10.00% | ||||
Debt instrument covenant to maintain principal balance outstanding | 10.00% | ||||
Ally Bank and Ally Financial | Line Of Credit | Amended 2020 Vehicle Floorplan Facility | Minimum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument covenant to maintain minimum liquidity percentage of outstanding borrowings in cash and cash equivalents | 10.00% | ||||
Ally Bank and Ally Financial | Line Of Credit | Amended 2020 Vehicle Floorplan Facility | Maximum | |||||
Line Of Credit Facility [Line Items] | |||||
Debt instrument covenant to maintain minimum liquidity percentage of outstanding borrowings in cash and cash equivalents | 7.50% | ||||
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 | Dec. 31, 2020USD ($)Lease | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | ||
Letters of credit outstanding | $ 2.2 | |
Number of lease agreements | Lease | 3 | |
Required cash deposit with financial institution | $ 2.2 | $ 1.9 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | |||
Operating leases weighted-average remaining lease term | 3 years 6 months | ||
Operating leases discount rate | 3.40% | ||
Rent expense | $ 7.2 | $ 5.7 | |
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lease Cost | |
Operating lease cost | $ 5,503 |
Short-term lease cost | 350 |
Variable lease cost | 1,915 |
Sublease income | (445) |
Net lease cost | 7,323 |
Operating cash flows from operating leases | 5,524 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,600 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | ||
2021 | $ 6,577 | |
2022 | 5,318 | |
2023 | 3,398 | |
2024 | 3,111 | |
2025 | 907 | |
Total lease payments | 19,311 | |
Less: interest | (1,166) | |
Present value of lease liabilities | 18,145 | $ 18,400 |
Operating lease liabilities, current | 6,052 | |
Operating lease liabilities, noncurrent | 12,093 | |
Total operating lease liabilities | $ 18,145 | $ 18,400 |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 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' Equity (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 15, 2020shares | Jun. 11, 2020$ / sharesshares | Jun. 08, 2020USD ($)shares | Jun. 30, 2020 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)PreferredStock$ / sharesshares | Dec. 31, 2018USD ($) | Jun. 23, 2020shares | Aug. 31, 2017$ / 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 | ||||||||
Common stock, issued | 10,800,000 | ||||||||
Gross proceeds from issuance of preferred stock | $ | $ 21,694 | $ 227,502 | $ 145,899 | ||||||
Preferred stock converted into common stock | 85,533,394 | ||||||||
Preferred stock, authorized | 10,000,000 | ||||||||
Preferred stock, issued | 0 | ||||||||
Preferred Stock, outstanding | 0 | ||||||||
Forward stock split | 2 | 2 | |||||||
Common stock, par value | $ / shares | $ 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 | 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 | ||||||||
Maximum | Series B Warrants | |||||||||
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||
Warrants to purchase shares of common stock | 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' Equity (Deficit) - 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 | Dec. 31, 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 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 15,400,000 | $ 1,300,000 | ||||||
Unrecognized stock-based compensation weighted-average period | 1 year 9 months 18 days | 2 years 4 months 24 days | ||||||
Weighted average fair value per share | $ 3.97 | |||||||
Aggregate intrinsic value of options exercised | $ 22,400,000 | |||||||
Aggregate intrinsic value of options outstanding | 205,700,000 | |||||||
Aggregate intrinsic value of options exercisable | $ 128,100,000 | |||||||
Granted, Shares | 2,073,006 | |||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 2,200,000 | $ 2,600,000 | $ 1,000,000 | |||||
Unrecognized stock-based compensation expense | $ 3,500,000 | $ 5,200,000 | ||||||
Unrecognized stock-based compensation weighted-average period | 2 years 2 months 12 days | 2 years 7 months 6 days | ||||||
Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 10,900,000 | $ 100,000 | 100,000 | |||||
Award acceleration period | 12 months | |||||||
Restricted Stock Units | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted, Shares | 367,782 | |||||||
Restricted Stock Units | 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 | $ 0 | $ 100,000 | |||||
Unrecognized stock-based compensation expense | $ 0 | |||||||
Maximum | Restricted Stock Units | 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] | Restricted Stock Units | 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 | 3,185,964 | |||||||
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) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares, Outstanding, Beginning balance | 6,340,000 | |
Shares, Granted | 420,500 | |
Shares, Exercised | (598,406) | |
Shares, Forfeited / cancelled | (544,526) | |
Shares, Outstanding, Ending balance | 5,617,568 | 6,340,000 |
Shares, Vested and exercisable | 3,449,606 | 2,684,160 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 3.92 | |
Weighted Average Exercise Price, Granted | 10.46 | |
Weighted Average Exercise Price, Exercised | 3.91 | |
Weighted Average Exercise Price, Forfeited / cancelled | 4.48 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 4.35 | $ 3.92 |
Weighted Average Exercise Price, Vested and exercisable | $ 3.83 | $ 3.58 |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 3 months 29 days | 8 years 2 months 19 days |
Weighted Average Remaining Contractual Life, Vested and exercisable | 6 years 8 months 26 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) | 12 Months Ended |
Dec. 31, 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 | |
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) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Unvested and outstanding, Beginning balance | shares | 408,000 |
Shares, Granted | shares | 2,073,006 |
Shares, Vested | shares | (237,334) |
Shares, Forfeited / cancelled | shares | (8,230) |
Shares, Unvested and outstanding, Ending balance | shares | 2,235,442 |
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 | 12.06 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 3.86 |
Weighted Average Grant Date Fair Value per Share, Forfeited / cancelled | $ / shares | 11.86 |
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Ending balance | $ / shares | $ 11.46 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of RSAs Activity (Details) | 12 Months Ended |
Dec. 31, 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 | 2,235,442 |
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 | Dec. 31, 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 | $ 814,681 | 70,059 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 814,681 | 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 | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | |
Dec. 31, 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 | 1,724,056 | $ 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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues from external customers | $ 1,357,700 | $ 1,191,821 | $ 855,429 |
Gross profit (loss) | 71,545 | 57,859 | 60,807 |
Ecommerce | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 915,451 | 588,114 | 301,172 |
Gross profit (loss) | 60,861 | 32,127 | 22,425 |
Wholesale | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 245,580 | 213,464 | 174,514 |
Gross profit (loss) | (1,432) | 340 | 3,257 |
TDA | |||
Segment Reporting Information [Line Items] | |||
Revenues from external customers | 196,669 | 390,243 | 379,743 |
Gross profit (loss) | $ 12,116 | $ 25,392 | $ 35,125 |
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 | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | |||
Segment gross profit | $ 71,545 | $ 57,859 | $ 60,807 |
Selling, general and administrative expenses | 245,546 | 184,988 | 133,842 |
Depreciation and amortization | 4,598 | 6,019 | 6,857 |
Interest expense | 9,656 | 14,596 | 8,513 |
Interest income | (5,896) | (5,607) | (3,135) |
Revaluation of preferred stock warrant | 20,470 | 769 | 174 |
Other income, net | (114) | (96) | (495) |
Loss before provision for income taxes | $ (202,715) | $ (142,810) | $ (84,949) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 84 | 168 | 229 |
Total current tax expense | 84 | 168 | 229 |
Deferred tax (benefit): | |||
Federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Total deferred tax (benefit) | 0 | 0 | 0 |
Provision for income taxes | $ 84 | $ 168 | $ 229 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Income Taxes [Line Items] | ||||
Effective tax rate | (0.04%) | (0.12%) | (0.27%) | |
Valuation allowance | $ 121,859,000 | $ 74,959,000 | $ 44,900,000 | $ 27,500,000 |
Interest accrued in relation to uncertain tax positions | 0 | |||
Penalties accrued in relation to uncertain tax positions | 0 | |||
Domestic Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 462,100,000 | |||
Operating loss carryforwards earliest expiration year | 2034 | |||
Operating loss carryforwards latest expiration year | 2037 | |||
Net operating loss carryforwards expiring in indefinite period for tax purposes | $ 335,900,000 | |||
Domestic Tax Authority | Tax Period Expire from 2034 through 2037 | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 126,200,000 | |||
State and Local Jurisdiction | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards earliest expiration year | 2034 | |||
Operating loss carryforwards latest expiration year | 2040 | |||
State and Local Jurisdiction | Tax Period Expire from 2034 through 2040 | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 78,700,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at statutory rate | $ (42,570) | $ (29,990) | $ (17,839) |
State income taxes, net of federal benefit | (5,417) | (1,096) | 180 |
Permanent differences | 1,264 | 772 | 229 |
Change in valuation allowance | 46,901 | 30,051 | 17,756 |
Other | (94) | 431 | (97) |
Provision for income taxes | $ 84 | $ 168 | $ 229 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 102,252 | $ 66,879 | ||
Inventory reserves | 12,409 | 5,911 | ||
Stock-based compensation | 3,119 | 840 | ||
Accrued Expense | 1,456 | 867 | ||
Depreciation | 114 | |||
Right of Use Asset | 4,175 | |||
Allowance for Doubtful Accounts | 1,809 | 173 | ||
Other | 836 | 423 | ||
Total deferred tax assets | 126,056 | 75,207 | ||
Less: valuation allowance | (121,859) | (74,959) | $ (44,900) | $ (27,500) |
Net deferred tax assets | 4,197 | 248 | ||
Deferred tax liabilities: | ||||
Intangible amortization | (225) | (248) | ||
Depreciation | (29) | |||
Lease Liability | (3,943) | |||
Net deferred tax liabilities | (4,197) | (248) | ||
Net deferred income taxes | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share Basic And Diluted [Abstract] | |||
Net loss | $ (202,799) | $ (142,978) | $ (85,178) |
Accretion of redeemable convertible preferred stock | (132,750) | (13,036) | |
Net loss attributable to common stockholders | $ (202,799) | $ (275,728) | $ (98,214) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 73,345,569 | 8,605,962 | 8,540,778 |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.76) | $ (32.04) | $ (11.50) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 7,853,010 | 93,497,146 | 73,920,658 |
Redeemable Convertible Preferred Stock | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 83,568,628 | 66,825,300 | |
Warrants | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 161,136 | 161,136 | |
Stock Options | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 5,617,568 | 6,110,000 | 2,961,008 |
Restricted Stock Awards | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 3,249,382 | 3,873,214 | |
Restricted Stock Units | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 2,235,442 | 408,000 | 100,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2015 | Dec. 31, 2019 | |
Management Services Agreement | Catterton Management L.L.C | |||
Related Party Transaction [Line Items] | |||
Payment of expenses | $ 0.3 | ||
Management Services Agreement | Catterton Management L.L.C | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding capital stock | 5.00% | ||
Vendor Agreement | Auto Nation, Inc | |||
Related Party Transaction [Line Items] | |||
Payment of expenses | $ 1.1 | ||
Termination period | 2020-02 | ||
Vendor Agreement | Auto Nation, Inc | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding capital stock | 5.00% |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - CarStory - Subsequent Event $ in Millions | Jan. 07, 2021USD ($)shares |
Subsequent Event [Line Items] | |
Aggregate purchase price | $ 120 |
Business acquisition, cash payment | $ 77.5 |
Common Stock | |
Subsequent Event [Line Items] | |
Business acquisition, number of shares issued | shares | 1,072,117 |
Vast Holdings, Inc. | |
Subsequent Event [Line Items] | |
Percentage of business acquisition rate | 100.00% |