Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | VRM | |
Entity Registrant Name | VROOM, INC. | |
Entity Central Index Key | 0001580864 | |
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, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39315 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1112566 | |
Entity Address, Address Line One | 1375 Broadway | |
Entity Address, Address Line Two | Floor 11 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | 855 | |
Local Phone Number | 524-1300 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 136,714,597 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 1,463,573 | $ 1,056,213 |
Restricted cash | 37,116 | 33,826 |
Accounts receivable, net of allowance of $3,304 and $2,803, respectively | 100,491 | 60,576 |
Inventory | 519,966 | 423,647 |
Prepaid expenses and other current assets | 49,984 | 23,617 |
Total current assets | 2,171,130 | 1,597,879 |
Property and equipment, net | 21,397 | 15,092 |
Intangible assets, net | 31,318 | 34 |
Goodwill | 159,306 | 78,172 |
Operating lease right-of-use assets | 17,679 | 17,137 |
Other assets | 19,809 | 15,742 |
Total assets | 2,420,639 | 1,724,056 |
Current Liabilities: | ||
Accounts payable | 69,813 | 32,925 |
Accrued expenses | 86,328 | 59,405 |
Vehicle floorplan | 363,614 | 329,231 |
Deferred revenue | 41,648 | 24,822 |
Operating lease liabilities, current | 6,612 | 6,052 |
Other current liabilities | 90,986 | 30,275 |
Total current liabilities | 659,001 | 482,710 |
Convertible senior notes | 608,960 | |
Operating lease liabilities, excluding current portion | 12,348 | 12,093 |
Other long-term liabilities | 3,584 | 2,151 |
Total liabilities | 1,283,893 | 496,954 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 136,717,347 and 134,043,969 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 134 | 132 |
Additional paid-in-capital | 2,057,479 | 2,004,841 |
Accumulated deficit | (920,867) | (777,871) |
Total stockholders’ equity | 1,136,746 | 1,227,102 |
Total liabilities and stockholders’ equity | $ 2,420,639 | $ 1,724,056 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 3,304 | $ 2,803 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 136,717,347 | 134,043,969 |
Common stock, shares outstanding | 136,717,347 | 134,043,969 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 761,890 | $ 253,093 | $ 1,353,008 | $ 628,865 |
Cost of sales | 698,762 | 245,486 | 1,253,704 | 602,871 |
Total gross profit | 63,128 | 7,607 | 99,304 | 25,994 |
Selling, general and administrative expenses | 123,898 | 47,911 | 232,764 | 106,291 |
Depreciation and amortization | 3,058 | 1,083 | 5,900 | 2,049 |
Loss from operations | (63,828) | (41,387) | (139,360) | (82,346) |
Interest expense | 3,880 | 1,297 | 7,692 | 4,123 |
Interest income | (2,062) | (715) | (4,358) | (2,671) |
Revaluation of preferred stock warrant | 21,260 | 20,470 | ||
Other income, net | (33) | (53) | (48) | (86) |
Loss before provision for income taxes | (65,613) | (63,176) | (142,646) | (104,182) |
Provision for income taxes | 194 | 52 | 350 | 105 |
Net loss | $ (65,807) | $ (63,228) | $ (142,996) | $ (104,287) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.48) | $ (2) | $ (1.05) | $ (5.21) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 136,507,177 | 31,599,497 | 136,002,344 | 20,035,476 |
Retail vehicle, net | ||||
Revenue: | ||||
Total revenue | $ 608,116 | $ 196,150 | $ 1,062,439 | $ 504,862 |
Wholesale vehicle | ||||
Revenue: | ||||
Total revenue | 128,108 | 50,921 | 246,132 | 106,497 |
Product, net | ||||
Revenue: | ||||
Total revenue | 22,306 | 5,736 | 37,878 | 16,780 |
Other | ||||
Revenue: | ||||
Total revenue | $ 3,360 | $ 286 | $ 6,559 | $ 726 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | IPO | Redeemable Convertible Preferred Stock | Common Stock | Common StockRestricted Stock Units | Common StockIPO | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit |
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | ||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | ||||||||
Balance at Dec. 31, 2019 | $ (573,852) | $ 8 | $ (573,860) | ||||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | ||||||||
Stock-based compensation | 600 | $ 600 | |||||||
Exercise of stock options | 6 | 6 | |||||||
Exercise of stock options (in shares) | 2,774 | ||||||||
Repurchase of common stock | (1,818) | (606) | (1,212) | ||||||
Repurchase of common stock (in shares) | (200,000) | ||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 26,714 | ||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares | 1,964,766 | ||||||||
Net loss | (41,059) | (41,059) | |||||||
Balance at Mar. 31, 2020 | (616,123) | $ 8 | (616,131) | ||||||
Temporary Equity, Balance (in shares) at Mar. 31, 2020 | 85,533,394 | ||||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 901,046 | ||||||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | ||||||||
Temporary Equity, Balance at Dec. 31, 2019 | $ 874,332 | ||||||||
Temporary Equity, Balance, shares at Dec. 31, 2019 | 83,568,628 | ||||||||
Balance at Dec. 31, 2019 | (573,852) | $ 8 | (573,860) | ||||||
Balance (in shares) at Dec. 31, 2019 | 8,650,922 | ||||||||
Net loss | (104,287) | ||||||||
Balance at Jun. 30, 2020 | 745,435 | $ 119 | 1,424,675 | (679,359) | |||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 | ||||||||
Temporary Equity, Balance at Mar. 31, 2020 | $ 901,046 | ||||||||
Temporary Equity, Balance, shares at Mar. 31, 2020 | 85,533,394 | ||||||||
Balance at Mar. 31, 2020 | (616,123) | $ 8 | (616,131) | ||||||
Balance (in shares) at Mar. 31, 2020 | 8,453,696 | ||||||||
Issuance of common stock | 2,127 | $ 496,510 | $ 24 | 2,127 | $ 496,486 | ||||
Issuance of common stock (in shares) | 183,870 | 24,437,500 | |||||||
Conversion of redeemable convertible preferred stock to common stock | 901,046 | $ 86 | 900,960 | ||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares) | (85,533,394) | ||||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock | $ (901,046) | ||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 85,533,394 | ||||||||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | 21,873 | |||||||
Stock-based compensation | 4,100 | 4,100 | |||||||
Exercise of stock options | 7 | 7 | |||||||
Exercise of stock options (in shares) | 500 | ||||||||
Exercise of common stock warrants | 1 | $ 1 | |||||||
Exercise of common stock warrants (in shares) | 636,112 | ||||||||
Vesting of restricted stock units (in shares) | 133,334 | ||||||||
Common stock shares withheld to satisfy employee tax withholding obligations | (878) | (878) | |||||||
Common stock shares withheld to satisfy employee tax withholding obligations (in shares) | (41,818) | ||||||||
Net loss | (63,228) | (63,228) | |||||||
Balance at Jun. 30, 2020 | 745,435 | $ 119 | 1,424,675 | (679,359) | |||||
Balance (in shares) at Jun. 30, 2020 | 119,336,588 | ||||||||
Balance at Dec. 31, 2020 | 1,227,102 | $ 132 | 2,004,841 | (777,871) | |||||
Balance (in shares) at Dec. 31, 2020 | 134,043,969 | ||||||||
Issuance of common stock for acquisition of business | 39,030 | $ 1 | 39,029 | ||||||
Issuance of common stock for acquisition of business (in shares) | 1,072,117 | ||||||||
Fair value of unvested stock options assumed in acquisition of business | 1,017 | 1,017 | |||||||
Stock-based compensation | 2,820 | 2,820 | |||||||
Exercise of stock options | 2,821 | $ 1 | 2,820 | ||||||
Exercise of stock options (in shares) | 687,336 | ||||||||
Vesting of restricted stock units (in shares) | 499,879 | ||||||||
Net loss | (77,189) | (77,189) | |||||||
Balance at Mar. 31, 2021 | 1,195,601 | $ 134 | 2,050,527 | (855,060) | |||||
Balance (in shares) at Mar. 31, 2021 | 136,303,301 | ||||||||
Balance at Dec. 31, 2020 | 1,227,102 | $ 132 | 2,004,841 | (777,871) | |||||
Balance (in shares) at Dec. 31, 2020 | 134,043,969 | ||||||||
Net loss | (142,996) | ||||||||
Balance at Jun. 30, 2021 | 1,136,746 | $ 134 | 2,057,479 | (920,867) | |||||
Balance (in shares) at Jun. 30, 2021 | 136,717,347 | ||||||||
Balance at Mar. 31, 2021 | 1,195,601 | $ 134 | 2,050,527 | (855,060) | |||||
Balance (in shares) at Mar. 31, 2021 | 136,303,301 | ||||||||
Stock-based compensation | 5,392 | 5,392 | |||||||
Exercise of stock options | 1,560 | 1,560 | |||||||
Exercise of stock options (in shares) | 395,491 | ||||||||
Vesting of restricted stock units (in shares) | 18,555 | ||||||||
Net loss | (65,807) | (65,807) | |||||||
Balance at Jun. 30, 2021 | $ 1,136,746 | $ 134 | $ 2,057,479 | $ (920,867) | |||||
Balance (in shares) at Jun. 30, 2021 | 136,717,347 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (142,996) | $ (104,287) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 6,028 | 2,059 |
Amortization of debt issuance costs | 698 | 375 |
Stock-based compensation expense | 8,212 | 4,700 |
Provision to record inventory at lower of cost or net realizable value | 3,093 | (1,564) |
Revaluation of preferred stock warrant | 20,470 | |
Other | 2,818 | 632 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (41,393) | 14,863 |
Inventory | (99,412) | 66,247 |
Prepaid expenses and other current assets | (26,669) | (7,909) |
Other assets | (3,948) | (1,285) |
Accounts payable | 36,507 | 919 |
Accrued expenses | 26,306 | 4,714 |
Deferred revenue | 16,788 | (1,835) |
Other liabilities | 62,117 | 1,905 |
Net cash (used in) provided by operating activities | (151,851) | 4 |
Investing activities | ||
Purchase of property and equipment | (8,943) | (3,128) |
Acquisition of business, net of cash acquired | (76,145) | |
Net cash used in investing activities | (85,088) | (3,128) |
Financing activities | ||
Proceeds from vehicle floorplan | 1,070,110 | 465,663 |
Repayments of vehicle floorplan | (1,035,727) | (529,341) |
Payment of vehicle floorplan upfront commitment fees | (1,125) | |
Proceeds from issuance of convertible senior notes | 625,000 | |
Issuance costs paid for convertible senior notes | (16,175) | |
Proceeds from the issuance of redeemable convertible preferred stock, net | 21,694 | |
Repurchase of common stock | (1,818) | |
Common stock shares withheld to satisfy employee tax withholding obligations | (878) | |
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount | 504,023 | |
Payments of costs related to IPO | (1,740) | |
Proceeds from exercise of stock options | 4,381 | 13 |
Other financing activities | (66) | |
Net cash provided by financing activities | 647,589 | 456,425 |
Net increase in cash, cash equivalents and restricted cash | 410,650 | 453,301 |
Cash, cash equivalents and restricted cash at the beginning of period | 1,090,039 | 219,587 |
Cash, cash equivalents and restricted cash at the end of period | 1,500,689 | 672,888 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,713 | 2,743 |
Cash paid for income taxes | 269 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock for acquisition of business | 39,030 | |
Fair value of unvested stock options assumed for acquisition of business | 1,017 | |
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 | $ 420 | 611 |
IPO | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Costs related to IPO included in accrued expenses and accounts payable | $ 5,051 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
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. In January 2021, the Company acquired Vast Holdings, Inc.(d/b/a CarStory). 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 condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms, 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 condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2020. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 3 0 , 2021 and its results of operations for the three and six months ended June 3 0 , 2021 and 2020. The results for the three and six months ended June 3 0 , 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of the COVID-19 pandemic, 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 three and six months ended June 30, 2021 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented. Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies. As of June 30, 2021 and December 31, 2020, restricted cash also includes $35.3 million and $31.6 million, respectively, of cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s condensed consolidated statement of operations. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $23.5 million and $11.6 million for the three months ended June 30, 2021 and 2020, respectively, and $53.1 million and $29.5 million for the six months ended June 30, 2021 and 2020, respectively. Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $20.2 million and $5.5 million for the three months ended June 30, 2021 and 2020, respectively, and $35.3 million and $11.3 million for the six months ended June 30, 2021 and 2020, respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash 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 three and six months ended June 30, 2021 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020. Liquidity The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. The Company closed its IPO on June 11, 2020 in which it received proceeds of $504.0 million, net of the underwriting discount and before deducting offering expenses of $7.5 million. Additionally, the Company closed its follow-on public offering on September 15, 2020 in which it received proceeds of $569.5 million, net of the underwriting discount and before deducting offering expenses of $1.5 million. In June 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026. Refer to Note 10 – Long-term Debt for further discussion. As further discussed in Note 9 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022. 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 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 December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021. There was no impact on the date of adoption. During the three months ended June 30, 2021, the Company issued convertible notes. Refer to Note 10 – Long-term Debt for further discussion. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the condensed consolidated statements of operations and is generated from customers throughout the United States. The Company recognizes revenue at a point in time as described below. Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up of used vehicles are recorded as “Deferred revenue” within the condensed consolidated balance sheets. The Company offers a return p rogram for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the condensed consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through 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 June 30, 2021 and December 31, 2020, the Company’s reserve for chargebacks was $6.9 million and $3.8 million, respectively, of which $3.3 million and $1.7 million, respectively, are included within “Accrued expenses” and $3.6 million and $2.1 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 June 30, 2021 and December 31, 2020, the Company recognized $15.1 million and $11.5 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.9 million and $0.8 million, respectively, are included within “Prepaid expenses and other current assets” and $14.2 million and $10.7 million, respectively, are included within “Other assets.” Other Revenue Other revenue consists of labor and parts revenue earned by the Company for vehicle repair services at TDA and, commencing in the first quarter of 2021, revenue from CarStory. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 4. Acquisition On January 7, 2021, the Company completed the acquisition of 100% of Vast Holdings, Inc. (d/b/a CarStory), a leader in AI-powered analytics and digital services for automotive retail. Leveraging its machine learning, CarStory brings predictive market data to the Company’s national ecommerce and vehicle operations platform. The Company expects CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. The financial results of CarStory were included in the condensed consolidated financial statements from the date of acquisition and were not material for the three and six months ended June 30, 2021. The transaction costs associated with its acquisition were not material for the three and six months ended June 30, 2021. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the condensed consolidated financial statements. The fair value of the consideration transferred to acquire Vast Holdings, Inc. was approximately $117.1 million at the acquisition date and consisted of the following (in thousands): Fair Value Cash $ 77,010 Common stock issued (1) 39,030 Fair value of unvested stock options assumed (2) 1,017 Total $ 117,057 (1) The Company issued 1,072,117 shares of common stock. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period. (2) The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock. The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date (in thousands): Fair Value Cash and cash equivalents $ 865 Accounts receivable, prepaid expenses and other current assets 1,330 Property and equipment and other assets 371 Intangible Assets 34,300 Goodwill 81,134 Current liabilities (943 ) Net assets acquired $ 117,057 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating CarStory's technology with the Company's ecommerce offerings. All of the goodwill was assigned to the ecommerce reportable segment. The following table summarizes the preliminary identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Developed technology $ 25,700 5 Trademarks 5,200 8 Customer relationships 3,400 8 Total intangible assets subject to amortization $ 34,300 Developed technology, most of which is protected by a patent portfolio, represents the fair value of CarStory’s industry-specific AI powered analytics software. Trademarks represent the CarStory trademarks, trade names and domain names. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The estimated fair value of the intangible assets acquired was determined using a discounted cash flow (DCF) method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the Company’s relative risk. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consisted of the following (in thousands): June 30, December 31, 2021 2020 Vehicles $ 518,331 $ 421,458 Parts and accessories 1,635 2,189 Total inventory $ 519,966 $ 423,647 As of June 30, 2021 and December 31, 2020, “Inventory” includes an adjustment of $16.0 million and $12.9 million, respectively, to record the balances at the lower of cost or net realizable value. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Equipment $ 1,011 $ 1,061 Furniture and fixtures 1,921 1,746 Company vehicles 7,807 5,002 Leasehold improvements 7,161 7,068 Internal-use software 13,885 10,552 Other 5,957 2,997 37,742 28,426 Accumulated depreciation and amortization (16,345 ) (13,334 ) Property and equipment, net $ 21,397 $ 15,092 Depreciation and amortization expense was $1.5 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively, and $3.0 million and $1.8 million for the six months ended June 30, 2021 and 2020, respectively. Depreciation and amortization expense included within “Cost of sales” in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 was not material. Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $4.5 million and $1.5 million as of June 30, 2021, respectively, and $3.6 million and $1.0 million as of December 31, 2020, respectively, and were included within “Other assets” in the condensed consolidated balance sheets. Amortization expense of $0.3 million and $0.1 million was included within “Selling, general and administrative expenses” in the condensed statements of operations for the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following table summarizes the activity in the carrying value of goodwill by reportable segment for the three and six months ended June 30, 2021 and 2020 (in thousands): Ecommerce Wholesale TDA Total Balance as of December 31, 2019 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Change in carrying amount — — — — Balance as of June 30, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 81,134 — — 81,134 Balance as of June 30, 2021 $ 153,365 $ 1,720 $ 4,221 $ 159,306 Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the six months ended June 30, 2021. Intangible Assets Intangibles assets, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Developed Technology $ 25,700 $ — Trademarks 5,240 40 Customer Relationships 3,400 — Other 252 252 34,592 292 Accumulated Amortization (3,274 ) (258 ) Intangible assets, net $ 31,318 $ 34 Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the six months ended June 30, 2021. Amortization expense for intangible assets was $1.6 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $3.0 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. The estimated amortization expense for intangible assets subsequent to June 30, 2021 consists of the following (in thousands): Year Ending December 31: For remainder of 2021 $ 3,111 2022 6,220 2023 6,215 2024 6,215 2025 6,215 Thereafter 3,342 $ 31,318 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued marketing expenses $ 12,168 $ 9,106 Vehicle related expenses 23,023 13,062 Sales taxes 28,409 15,443 Accrued compensation and benefits 7,242 5,749 Accrued professional services 3,831 4,890 Other 11,655 11,155 Total accrued expenses $ 86,328 $ 59,405 The Company’s other current liabilities consisted of the following (in thousands): June 30, December 31, 2021 2020 Vehicle payable $ 68,737 $ 25,086 Other 22,249 5,189 Total other current liabilities $ 90,986 $ 30,275 |
Vehicle Floorplan Facilities
Vehicle Floorplan Facilities | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Vehicle Floorplan Facilities | 9. Vehicle Floorplan Facilities In 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”). The 2020 Vehicle Floorplan Facility provides a committed credit line of up to $450.0 million which is scheduled to expire in September 30, 2022.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 June 30, 2021, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $450.0 million, of which $86.4 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 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank. The Company is required to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50% of the calculated floorplan allowance, as defined. As of June 30, 2021 and December 31, 2020, outstanding borrowings on the 2020 Vehicle Floorplan Facility were $363.6 million and $329.2 million, respectively. Interest expense incurred by the Company for the 2020 Vehicle Floorplan Facility was $3.6 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively, and $7.4 million and $3.7 million for the six months ended June 30, 2021 and 2020, respectively, which are recorded within “Interest expense” in the condensed consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.35% and 4.39% as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility. In connection with the 2020 Vehicle Floorplan Facility, 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 $2.0 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively, and $4.2 million and $2.4 million for the six months ended June 30, 2021 and 2020, respectively, which are recorded within “Interest income” in the condensed consolidated statements of operations. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-term Debt On June 18, 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026 (the “Notes”), including $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment option granted to the initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022. The Notes will mature on July 1, 2026, subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $608.8 million. Each $1,000 principal amount of the Notes will initially be convertible into 17.8527 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $56.01 per share, subject to adjustment upon the occurrence of specified events. The Notes are convertible, at the option of the noteholders, on or after April 1, 2026. Prior to April 1, 2026, the Notes are convertible only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day; • During the five consecutive business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the Notes on such trading day; • If the Company calls any or all of the Notes for redemption; or • Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to common stockholders (as set forth in the Indenture). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company may not redeem the Notes prior to July 6, 2024. On or after July 6, 2024, the Company may redeem all or any portion of the Notes for cash equal to 100% of the principal amount of the Notes being redeemed plus any accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the three months ended June 30, 2021, the conditions allowing holders of the Notes to convert were not met. We account for the Notes as a single liability-classified instrument measured at amortized cost. As of June 30, 2021, the unamortized debt discount and debt issuance costs was $16.0 million and the net carrying value was $609.0 million. The total estimated fair value of the Notes as of June 30, 2021 was approximately $644.0 million. The fair value was determined using commonly employed valuation methodologies applying observable market inputs and is classified within Level 2 of the fair value hierarchy. The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the three and six months ended June 30, 2021 was not material. The effective interest rate of the Notes is 1.3%. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition, or cash flows. 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. Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits are captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits assert similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. The complaints seek damages purportedly caused by alleged materially misleading statements and/or omissions by the Company and the named individual officers. In each case, the named plaintiff(s) seek to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The consolidated case is in preliminary stages, and the Company has not yet responded. The Company believes these lawsuits are without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Letters of Credit The Company obtained stand-by letters of credit to satisfy conditions under three lease agreements. The Company was required to maintain a cash deposit of $1.8 million and $2.2 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders Equity | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity | 12. Redeemable Convertible Preferred Stock and Stockholders’ Equity Redeemable Convertible Preferred Stock On January 8, 2020, the Company completed an additional closing of its Series H Preferred Stock whereby it sold and issued an aggregate of 1,964,766 shares of Series H Preferred Stock in exchange for gross proceeds of $26.7 million. The proceeds were used for general corporate purposes and business development. Immediately upon closing of the IPO, the Company’s outstanding preferred stock was automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of June 30, 2021, there was no preferred stock issued or outstanding. 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 on a cashless basis 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. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 13. 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 the number of shares representing a 4% 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 Company recognized $0.6 million of stock-based compensation expense related to stock options for the three months ended June 30, 2021 and 2020, and $1.2 million for the six months ended June 30, 2021 and 2020. As of June 30, 2021 and December 31, 2020, the Company had $4.0 million and $3.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 years and 2.2 years, respectively. RSUs The Company recognized $4.8 million and $3.3 million of stock-based compensation expense related to RSUs for the three months ended June 30, 2021 and 2020, respectively, and $7.0 million and $3.3 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company had $39.8 million and $15.4 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.9 years and 1.8 years, respectively. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 14. 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 June 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 1,192,696 $ — $ — $ 1,192,696 Total financial assets $ 1,192,696 $ — $ — $ 1,192,696 ` As of December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 814,681 $ — $ — $ 814,681 Total financial assets $ 814,681 $ — $ — $ 814,681 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. Assets and liabilities acquired as part of a business combination are recorded at fair value on a nonrecurring basis. Refer to Note 4 – Acquisition |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 15. 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 June 30, 2021 and December 31, 2020, long-lived assets were predominantly located in 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. Revenues within the “All Other” category consist of the CarStory business and vehicle repair services at TDA. Information about the Company’s segments are as follows (in thousands): Three Months Ended June 30, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 579,663 $ 128,108 $ 50,759 $ 3,360 $ 761,890 Gross profit $ 49,638 $ 8,516 $ 3,148 $ 1,826 $ 63,128 Three Months Ended June 30, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 175,568 $ 50,921 $ 26,318 $ 286 $ 253,093 Gross profit (loss) $ 7,219 $ (543 ) $ 864 $ 67 $ 7,607 Six Months Ended June 30, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 1,001,971 $ 246,132 $ 98,346 $ 6,559 $ 1,353,008 Gross profit $ 81,475 $ 8,234 $ 5,939 $ 3,656 $ 99,304 Six Months Ended June 30, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 408,740 $ 106,497 $ 112,902 $ 726 $ 628,865 Gross profit (loss) $ 21,486 $ (1,838 ) $ 6,124 $ 222 $ 25,994 (1) The Company reclassified other revenue and other gross profit related to the vehicle repair service at TDA from the TDA reportable segment to the ”All Other” category to conform to current year presentation. Reconciliations of total reportable segment revenue and gross profit to consolidated total revenue and consolidated loss before provision for income taxes are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Reconciliation to consolidated total revenue Total reportable segment revenue $ 758,530 $ 252,807 $ 1,346,449 $ 628,139 All Other revenues 3,360 286 6,559 726 Consolidated total revenue $ 761,890 $ 253,093 $ 1,353,008 $ 628,865 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 61,302 $ 7,540 $ 95,648 $ 25,772 All Other gross profit 1,826 67 3,656 222 Selling, general and administrative expenses 123,898 47,911 232,764 106,291 Depreciation and amortization 3,058 1,083 5,900 2,049 Interest expense 3,880 1,297 7,692 4,123 Interest Income (2,062 ) (715 ) (4,358 ) (2,671 ) Revaluation of preferred stock warrant — 21,260 — 20,470 Other income, net (33 ) (53 ) (48 ) (86 ) Consolidated loss before provision for income taxes $ (65,613 ) $ (63,176 ) $ (142,646 ) $ (104,182 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was (0.30)% and (0.08)%, respectively. The effective tax rate for the six months ended June 30, 2021 and 2020 was (0.25)% and (0.10)%, respectively. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as foreign tax and research tax credits, to offset its post-change income and taxes may be limited. An “ownership change” generally occurs if there is a cumulative change exceeding 50 percentage points over a rolling-three-year period in ownership by “5% shareholders”. Similar rules may apply under state tax laws The Company experienced an ownership change in April 2021 and as a result, the utilization of the Company’s net operating loss, capital loss and U.S. credit carryforwards to offset taxable income are subject to an annual limitation, pursuant to Internal Revenue Code (IRC) Sections 382 and 383. The Company is currently evaluating the impact of the limitation on its ability to utilize tax attributes in the future. The Company currently has a full valuation allowance against all its tax attributes. The Company has no t identified any uncertain tax positions as of June 30, 2021 and December 31, 2020 . |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Net Loss Per Share | 17. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss $ (65,807 ) $ (63,228 ) $ (142,996 ) $ (104,287 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 136,507,177 31,599,497 136,002,344 20,035,476 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (2.00 ) $ (1.05 ) $ (5.21 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of June 30, 2021 2020 Convertible senior notes 11,158,722 — Stock options 4,586,319 6,340,076 Restricted stock awards — 3,249,382 Restricted stock units 2,145,136 2,488,402 Total 17,890,177 12,077,860 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. 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 year ended December 31, 2020, payments of the annual fees were waived. In May 2020, the MSA was terminated. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrue. The Vendor Agreement was terminated in February 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Stock Split | Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. |
Initial Public Offering | Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms, 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 condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2020. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 3 0 , 2021 and its results of operations for the three and six months ended June 3 0 , 2021 and 2020. The results for the three and six months ended June 3 0 , 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of the COVID-19 pandemic, 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 three and six months ended June 30, 2021 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented. |
Restricted Cash | Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies. As of June 30, 2021 and December 31, 2020, restricted cash also includes $35.3 million and $31.6 million, respectively, of cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s condensed consolidated statement of operations. |
Advertising | Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $23.5 million and $11.6 million for the three months ended June 30, 2021 and 2020, respectively, and $53.1 million and $29.5 million for the six months ended June 30, 2021 and 2020, respectively. |
Shipping and Handling | Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $20.2 million and $5.5 million for the three months ended June 30, 2021 and 2020, respectively, and $35.3 million and $11.3 million for the six months ended June 30, 2021 and 2020, respectively. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash 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 three and six months ended June 30, 2021 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020. |
Liquidity | Liquidity The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. The Company closed its IPO on June 11, 2020 in which it received proceeds of $504.0 million, net of the underwriting discount and before deducting offering expenses of $7.5 million. Additionally, the Company closed its follow-on public offering on September 15, 2020 in which it received proceeds of $569.5 million, net of the underwriting discount and before deducting offering expenses of $1.5 million. In June 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026. Refer to Note 10 – Long-term Debt for further discussion. As further discussed in Note 9 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022. |
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 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 | Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021. There was no impact on the date of adoption. During the three months ended June 30, 2021, the Company issued convertible notes. Refer to Note 10 – Long-term Debt for further discussion. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Consideration Transferred | The fair value of the consideration transferred to acquire Vast Holdings, Inc. was approximately $117.1 million at the acquisition date and consisted of the following (in thousands): Fair Value Cash $ 77,010 Common stock issued (1) 39,030 Fair value of unvested stock options assumed (2) 1,017 Total $ 117,057 (1) The Company issued 1,072,117 shares of common stock. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period. (2) The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock. |
Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date (in thousands): Fair Value Cash and cash equivalents $ 865 Accounts receivable, prepaid expenses and other current assets 1,330 Property and equipment and other assets 371 Intangible Assets 34,300 Goodwill 81,134 Current liabilities (943 ) Net assets acquired $ 117,057 |
Summary of Preliminary Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life | The following table summarizes the preliminary identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Developed technology $ 25,700 5 Trademarks 5,200 8 Customer relationships 3,400 8 Total intangible assets subject to amortization $ 34,300 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): June 30, December 31, 2021 2020 Vehicles $ 518,331 $ 421,458 Parts and accessories 1,635 2,189 Total inventory $ 519,966 $ 423,647 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Equipment $ 1,011 $ 1,061 Furniture and fixtures 1,921 1,746 Company vehicles 7,807 5,002 Leasehold improvements 7,161 7,068 Internal-use software 13,885 10,552 Other 5,957 2,997 37,742 28,426 Accumulated depreciation and amortization (16,345 ) (13,334 ) Property and equipment, net $ 21,397 $ 15,092 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Activity in Goodwill by Segment | The following table summarizes the activity in the carrying value of goodwill by reportable segment for the three and six months ended June 30, 2021 and 2020 (in thousands): Ecommerce Wholesale TDA Total Balance as of December 31, 2019 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Change in carrying amount — — — — Balance as of June 30, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 81,134 — — 81,134 Balance as of June 30, 2021 $ 153,365 $ 1,720 $ 4,221 $ 159,306 |
Schedule of Intangible Assets, Net | Intangible Assets Intangibles assets, net consisted of the following (in thousands): June 30, December 31, 2021 2020 Developed Technology $ 25,700 $ — Trademarks 5,240 40 Customer Relationships 3,400 — Other 252 252 34,592 292 Accumulated Amortization (3,274 ) (258 ) Intangible assets, net $ 31,318 $ 34 |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets subsequent to June 30, 2021 consists of the following (in thousands): Year Ending December 31: For remainder of 2021 $ 3,111 2022 6,220 2023 6,215 2024 6,215 2025 6,215 Thereafter 3,342 $ 31,318 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses | The Company’s accrued expenses consisted of the following (in thousands): June 30, December 31, 2021 2020 Accrued marketing expenses $ 12,168 $ 9,106 Vehicle related expenses 23,023 13,062 Sales taxes 28,409 15,443 Accrued compensation and benefits 7,242 5,749 Accrued professional services 3,831 4,890 Other 11,655 11,155 Total accrued expenses $ 86,328 $ 59,405 |
Other Current Liabilities | The Company’s other current liabilities consisted of the following (in thousands): June 30, December 31, 2021 2020 Vehicle payable $ 68,737 $ 25,086 Other 22,249 5,189 Total other current liabilities $ 90,986 $ 30,275 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 1,192,696 $ — $ — $ 1,192,696 Total financial assets $ 1,192,696 $ — $ — $ 1,192,696 ` As of December 31, 2020 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 814,681 $ — $ — $ 814,681 Total financial assets $ 814,681 $ — $ — $ 814,681 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Segments | Information about the Company’s segments are as follows (in thousands): Three Months Ended June 30, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 579,663 $ 128,108 $ 50,759 $ 3,360 $ 761,890 Gross profit $ 49,638 $ 8,516 $ 3,148 $ 1,826 $ 63,128 Three Months Ended June 30, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 175,568 $ 50,921 $ 26,318 $ 286 $ 253,093 Gross profit (loss) $ 7,219 $ (543 ) $ 864 $ 67 $ 7,607 Six Months Ended June 30, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 1,001,971 $ 246,132 $ 98,346 $ 6,559 $ 1,353,008 Gross profit $ 81,475 $ 8,234 $ 5,939 $ 3,656 $ 99,304 Six Months Ended June 30, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 408,740 $ 106,497 $ 112,902 $ 726 $ 628,865 Gross profit (loss) $ 21,486 $ (1,838 ) $ 6,124 $ 222 $ 25,994 (1) The Company reclassified other revenue and other gross profit related to the vehicle repair service at TDA from the TDA reportable segment to the ”All Other” category to conform to current year presentation. |
Reconciliation of Total Reportable Segment Revenue and Gross Profit to Consolidated Total Revenue and Loss Before Provision for Income Taxes | Reconciliations of total reportable segment revenue and gross profit to consolidated total revenue and consolidated loss before provision for income taxes are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Reconciliation to consolidated total revenue Total reportable segment revenue $ 758,530 $ 252,807 $ 1,346,449 $ 628,139 All Other revenues 3,360 286 6,559 726 Consolidated total revenue $ 761,890 $ 253,093 $ 1,353,008 $ 628,865 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 61,302 $ 7,540 $ 95,648 $ 25,772 All Other gross profit 1,826 67 3,656 222 Selling, general and administrative expenses 123,898 47,911 232,764 106,291 Depreciation and amortization 3,058 1,083 5,900 2,049 Interest expense 3,880 1,297 7,692 4,123 Interest Income (2,062 ) (715 ) (4,358 ) (2,671 ) Revaluation of preferred stock warrant — 21,260 — 20,470 Other income, net (33 ) (53 ) (48 ) (86 ) Consolidated loss before provision for income taxes $ (65,613 ) $ (63,176 ) $ (142,646 ) $ (104,182 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, (in thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss $ (65,807 ) $ (63,228 ) $ (142,996 ) $ (104,287 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 136,507,177 31,599,497 136,002,344 20,035,476 Net loss per share attributable to common stockholders, basic and diluted $ (0.48 ) $ (2.00 ) $ (1.05 ) $ (5.21 ) |
Summary of Calculation of Diluted Shares Outstanding | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of June 30, 2021 2020 Convertible senior notes 11,158,722 — Stock options 4,586,319 6,340,076 Restricted stock awards — 3,249,382 Restricted stock units 2,145,136 2,488,402 Total 17,890,177 12,077,860 |
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 | Jun. 30, 2021Segment | Jun. 30, 2020USD ($) |
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 issuance of common stock, net of underwriting discount and before deducting offering expenses | $ 504,023 | ||||
Stock offering expenses | $ 1,500 | ||||
Proceeds from offering, net | $ 569,500 | ||||
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 issuance of common stock, net of underwriting discount and before deducting offering expenses | $ 504,000 | ||||
Stock offering expenses | $ 7,500 | ||||
Underwriters | |||||
Description of Business and Basis of Presentation [Line Items] | |||||
Stock issued during period shares | shares | 3,187,500 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Sep. 15, 2020 | Jun. 11, 2020 | May 15, 2020 | Jun. 30, 2021 | Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 |
Accounting Policies [Line Items] | |||||||||||
Other comprehensive income (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Cash deposits included in restricted cash | $ 37,116,000 | $ 37,116,000 | $ 37,116,000 | $ 33,826,000 | |||||||
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses | 504,023,000 | ||||||||||
Stock offering expenses | $ 1,500,000 | ||||||||||
Proceeds from issuance of common stock | $ 569,500,000 | ||||||||||
Common stock, issued | 10,800,000 | ||||||||||
Sale of stock, price per share | $ 54.50 | ||||||||||
ASU 2019-12 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | Jan. 1, 2021 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | true | ||||||||
ASU 2020-06 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | true | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | Jan. 1, 2021 | Jan. 1, 2021 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | true | true | ||||||||
Change in accounting principle, accounting standards update, early adoption [true false] | true | true | true | ||||||||
RA Agreement | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Common stock, issued | 183,870 | ||||||||||
Term for issuance of additional shares of common stock | 4 years | ||||||||||
Sale of stock, price per share | $ 11.57 | ||||||||||
0.75% Unsecured Convertible Senior Notes Due 2026 | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Debt instrument aggregate principal amount | $ 625,000,000 | $ 625,000,000 | $ 625,000,000 | ||||||||
Debt instrument interest rate | 0.75% | 0.75% | 0.75% | ||||||||
Debt instrument maturity year | 2026 | ||||||||||
Initial Public Offering | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses | $ 504,000,000 | ||||||||||
Stock offering expenses | $ 7,500,000 | ||||||||||
Common stock, issued | 24,437,500 | ||||||||||
Sale of stock, price per share | $ 22 | ||||||||||
Selling, General and Administrative Expenses | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Advertising expense | $ 23,500,000 | 11,600,000 | $ 53,100,000 | 29,500,000 | |||||||
Selling, General and Administrative Expenses | Shipping and Handling | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Shipping and handling expenses | 20,200,000 | $ 5,500,000 | $ 35,300,000 | $ 11,300,000 | |||||||
Maximum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Business combination, measurement period | 1 year | ||||||||||
Maximum | RA Agreement | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Issuance of additional shares of common stock | 8,641,914 | ||||||||||
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 | $ 35,300,000 | $ 35,300,000 | $ 35,300,000 | $ 31,600,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 6.9 | $ 3.8 |
Cumulative profit sharing payment recognized | $ 15.1 | 11.5 |
Revenue, practical expedient, incremental cost of obtaining contract | true | |
Accrued Expenses | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 3.3 | 1.7 |
Other Long-term Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | 3.6 | 2.1 |
Prepaid Expenses and Other Current Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Cumulative profit sharing payment recognized | 0.9 | 0.8 |
Other Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Cumulative profit sharing payment recognized | $ 14.2 | $ 10.7 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands | Jan. 07, 2021USD ($) |
Business Acquisition [Line Items] | |
Business acquisition, date of acquisition | Jan. 7, 2021 |
Percentage of business acquisition rate | 100.00% |
Fair value of consideration transferred | $ 117,057 |
Acquisition - Summary of Fair V
Acquisition - Summary of Fair Value of Consideration Transferred (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands | Jan. 07, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 77,010 |
Common stock issued | 39,030 |
Fair value of unvested stock options assumed | 1,017 |
Total | $ 117,057 |
Acquisition - Summary of Fair_2
Acquisition - Summary of Fair Value of Consideration Transferred (Parenthetical) (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) | Jan. 07, 2021shares |
Business Acquisition [Line Items] | |
Business acquisition discounted marketability percentage | 10.00% |
Business acquisition lock up period | 180 days |
Share conversion ratio | 0.0392 |
Common Stock | |
Business Acquisition [Line Items] | |
Business acquisition, number of shares issued | 1,072,117 |
Acquisition - Summary of Fair_3
Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jan. 07, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 159,306 | $ 78,172 | $ 78,172 | $ 78,172 | |
Vast Holdings, Inc. (“d/b/a CarStory”) | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 865 | ||||
Accounts receivable, prepaid expenses and other current assets | 1,330 | ||||
Property and equipment and other assets | 371 | ||||
Intangible Assets | 34,300 | ||||
Goodwill | 81,134 | ||||
Current liabilities | (943) | ||||
Net assets acquired | $ 117,057 |
Acquisition - Summary of Prelim
Acquisition - Summary of Preliminary Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands | Jan. 07, 2021USD ($) |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 34,300 |
Developed Technology | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 25,700 |
Weighted Average Useful Life | 5 years |
Trademarks | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 5,200 |
Weighted Average Useful Life | 8 years |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Fair Value | $ 3,400 |
Weighted Average Useful Life | 8 years |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Vehicles | $ 518,331 | $ 421,458 |
Parts and accessories | 1,635 | 2,189 |
Total inventory | $ 519,966 | $ 423,647 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 16 | $ 12.9 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 37,742 | $ 28,426 |
Accumulated depreciation and amortization | (16,345) | (13,334) |
Property and equipment, net | 21,397 | 15,092 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,011 | 1,061 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,921 | 1,746 |
Company Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,807 | 5,002 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 7,161 | 7,068 |
Internal-use Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 13,885 | 10,552 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,957 | $ 2,997 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | $ 3,058 | $ 1,083 | $ 5,900 | $ 2,049 | |
Amortization expense | 1,600 | 100 | 3,000 | 300 | |
Selling, General and Administrative Expenses | |||||
Property Plant And Equipment [Line Items] | |||||
Amortization expense | 300 | 100 | 600 | 300 | |
Property and Equipment, Net | |||||
Property Plant And Equipment [Line Items] | |||||
Depreciation and amortization | 1,500 | $ 1,000 | 3,000 | $ 1,800 | |
Cloud Computing Arrangements | Other Assets | |||||
Property Plant And Equipment [Line Items] | |||||
Implementation costs capitalized | 4,500 | 4,500 | $ 3,600 | ||
Implementation costs capitalized, accumulated amortization | $ 1,500 | $ 1,500 | $ 1,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Activity in Goodwill by Segment (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 78,172 | $ 78,172 |
Change in carrying amount | ||
Acquisition | 81,134 | |
Ending Balance | 159,306 | 78,172 |
Ecommerce | ||
Goodwill [Line Items] | ||
Beginning Balance | 72,231 | 72,231 |
Change in carrying amount | ||
Acquisition | 81,134 | |
Ending Balance | 153,365 | 72,231 |
Wholesale | ||
Goodwill [Line Items] | ||
Beginning Balance | 1,720 | 1,720 |
Change in carrying amount | ||
Ending Balance | 1,720 | 1,720 |
TDA | ||
Goodwill [Line Items] | ||
Beginning Balance | 4,221 | 4,221 |
Change in carrying amount | ||
Ending Balance | $ 4,221 | $ 4,221 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 34,592 | $ 292 |
Accumulated Amortization | (3,274) | (258) |
Intangible assets, net | 31,318 | 34 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 25,700 | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 5,240 | 40 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,400 | |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 252 | $ 252 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense for intangible assets | $ 1.6 | $ 0.1 | $ 3 | $ 0.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
For remainder of 2021 | $ 3,111 | |
2022 | 6,220 | |
2023 | 6,215 | |
2024 | 6,215 | |
2025 | 6,215 | |
Thereafter | 3,342 | |
Intangible assets, net | $ 31,318 | $ 34 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued marketing expenses | $ 12,168 | $ 9,106 |
Vehicle related expenses | 23,023 | 13,062 |
Sales taxes | 28,409 | 15,443 |
Accrued compensation and benefits | 7,242 | 5,749 |
Accrued professional services | 3,831 | 4,890 |
Other | 11,655 | 11,155 |
Total accrued expenses | $ 86,328 | $ 59,405 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Vehicle payable | $ 68,737 | $ 25,086 |
Other | 22,249 | 5,189 |
Total other current liabilities | $ 90,986 | $ 30,275 |
Vehicle Floorplan Facilities -
Vehicle Floorplan Facilities - Additional Information (Details) - 2020 Vehicle Floorplan Facility - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Line Of Credit Facility [Line Items] | ||||||
Outstanding borrowings | $ 363,600,000 | $ 363,600,000 | $ 329,200,000 | |||
Interest expense | $ 3,600,000 | $ 1,000,000 | $ 7,400,000 | $ 3,700,000 | ||
Weighted average interest rate | 4.35% | 4.35% | 4.39% | |||
Debt instrument, covenant compliance | As of June 30, 2021 and December 31, 2020, the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility. | |||||
Credit Balance Agreements | ||||||
Line Of Credit Facility [Line Items] | ||||||
Interest credits earned | $ 2,000,000 | $ 700,000 | $ 4,200,000 | $ 2,400,000 | ||
Ally Bank and Ally Financial | Line Of Credit | ||||||
Line Of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 450,000,000 | |||||
Expiration term | 2022-09 | |||||
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 | 450,000,000 | $ 450,000,000 | ||||
Line of credit facility, unutilized borrowing capacity | $ 86,400,000 | $ 86,400,000 | ||||
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 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank. | |||||
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents | 7.50% | |||||
Debt instrument covenant percentage of deposit in basis of monthly credit line availability | 10.00% |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Jun. 18, 2021USD ($)Day$ / sharesshares | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | ||
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties | $ 625,000,000 | |
Net carrying value of debt | $ 608,960,000 | |
0.75% Unsecured Convertible Senior Notes Due 2026 | ||
Debt Instrument [Line Items] | ||
Debt instrument aggregate principal amount | $ 625,000,000 | |
Debt instrument interest rate | 0.75% | |
Aggregate principal amount exercise in overallotment option granted to initial purchasers | $ 75,000,000 | |
Long-term debt, frequency of periodic payment | semiannually | |
Long-term debt, beginning date of payment | Jan. 1, 2022 | |
Long-term debt, maturity date | Jul. 1, 2026 | |
Long-term debt payment terms | The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022. | |
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties | $ 608,800,000 | |
Debt conversion, each principal amount initially be convertible | $ 1,000 | |
Initial conversion price per share | $ / shares | $ 56.01 | |
Debt instrument conversion date | Apr. 1, 2026 | |
Unamortized debt discount and debt issuance costs | $ 16,000,000 | |
Net carrying value of debt | $ 609,000,000 | |
Effective interest rate | 1.30% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of notes | $ 644,000,000 | |
0.75% Unsecured Convertible Senior Notes Due 2026 | During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021 | ||
Debt Instrument [Line Items] | ||
Consecutive trading days | Day | 30 | |
0.75% Unsecured Convertible Senior Notes Due 2026 | During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021 | Minimum | ||
Debt Instrument [Line Items] | ||
Trading days | Day | 20 | |
Conversion price | 130.00% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period | ||
Debt Instrument [Line Items] | ||
Debt conversion, each principal amount initially be convertible | $ 1,000 | |
Consecutive trading days | Day | 10 | |
0.75% Unsecured Convertible Senior Notes Due 2026 | During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period | Maximum | ||
Debt Instrument [Line Items] | ||
Conversion price | 98.00% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | Company May Redeem On or after July 6, 2024 | ||
Debt Instrument [Line Items] | ||
Consecutive trading days | Day | 30 | |
Redemption percentage of principal amount | 100.00% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | Company May Redeem On or after July 6, 2024 | Minimum | ||
Debt Instrument [Line Items] | ||
Trading days | Day | 20 | |
Conversion price | 130.00% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | Common Stock | ||
Debt Instrument [Line Items] | ||
Debt conversion, for each principal amount conversion to shares | shares | 17.8527 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Financial Standby Letters of Credit $ in Millions | Jun. 30, 2021USD ($)Lease | Dec. 31, 2020USD ($) |
Loss Contingencies [Line Items] | ||
Number of lease agreements | Lease | 3 | |
Required cash deposit with financial institution | $ | $ 1.8 | $ 2.2 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 15, 2020shares | Jun. 11, 2020$ / sharesshares | Jan. 08, 2020USD ($)shares | Jun. 30, 2020 | Jun. 30, 2021$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares | Jun. 23, 2020shares | Aug. 31, 2017$ / sharesshares |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items] | |||||||||
Common stock, issued | 10,800,000 | ||||||||
Gross proceeds from issuance of preferred stock | $ | $ 21,694 | ||||||||
Preferred stock converted into common stock | 85,533,394 | ||||||||
Preferred stock, authorized | 10,000,000 | ||||||||
Preferred stock, issued | 0 | ||||||||
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 | 500,000,000 | ||||||
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 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Millions | May 28, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0.6 | $ 0.6 | $ 1.2 | $ 1.2 | ||
Unrecognized stock-based compensation expense | $ 4 | 4 | $ 3.5 | |||
Unrecognized stock-based compensation weighted-average period | 2 years 1 month 6 days | 2 years 2 months 12 days | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 4.8 | $ 3.3 | 7 | $ 3.3 | ||
Unrecognized stock-based compensation expense | $ 39.8 | $ 39.8 | $ 15.4 | |||
Unrecognized stock-based compensation weighted-average period | 1 year 10 months 24 days | 1 year 9 months 18 days | ||||
2020 Incentive Award Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future issuance | 2,778,836 | 2,778,836 | ||||
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% |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 1,192,696 | $ 814,681 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,192,696 | 814,681 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 1,192,696 | 814,681 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 1,192,696 | $ 814,681 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Number of operating segments | 3 |
Segment assets | $ | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | $ 761,890 | $ 253,093 | $ 1,353,008 | $ 628,865 |
Gross profit (loss) | 63,128 | 7,607 | 99,304 | 25,994 |
Ecommerce | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 579,663 | 175,568 | 1,001,971 | 408,740 |
Gross profit (loss) | 49,638 | 7,219 | 81,475 | 21,486 |
Wholesale | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 128,108 | 50,921 | 246,132 | 106,497 |
Gross profit (loss) | 8,516 | (543) | 8,234 | (1,838) |
TDA | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 50,759 | 26,318 | 98,346 | 112,902 |
Gross profit (loss) | 3,148 | 864 | 5,939 | 6,124 |
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues from external customers | 3,360 | 286 | 6,559 | 726 |
Gross profit (loss) | $ 1,826 | $ 67 | $ 3,656 | $ 222 |
Segment Information - Reconcili
Segment Information - Reconciliation of Total Reportable Segment Revenue and Gross Profit to Consolidated Total Revenue and Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Reconciliation to consolidated total revenue | ||||
Total revenue | $ 761,890 | $ 253,093 | $ 1,353,008 | $ 628,865 |
Reconciliation to consolidated loss before provision for income taxes | ||||
Gross profit | 63,128 | 7,607 | 99,304 | 25,994 |
Selling, general and administrative expenses | 123,898 | 47,911 | 232,764 | 106,291 |
Depreciation and amortization | 3,058 | 1,083 | 5,900 | 2,049 |
Interest expense | 3,880 | 1,297 | 7,692 | 4,123 |
Interest income | (2,062) | (715) | (4,358) | (2,671) |
Revaluation of preferred stock warrant | 21,260 | 20,470 | ||
Other income, net | (33) | (53) | (48) | (86) |
Loss before provision for income taxes | (65,613) | (63,176) | (142,646) | (104,182) |
All Other | ||||
Reconciliation to consolidated total revenue | ||||
Total revenue | 3,360 | 286 | 6,559 | 726 |
Reconciliation to consolidated loss before provision for income taxes | ||||
Gross profit | 1,826 | 67 | 3,656 | 222 |
Reportable Segments | ||||
Reconciliation to consolidated total revenue | ||||
Total revenue | 758,530 | 252,807 | 1,346,449 | 628,139 |
Reconciliation to consolidated loss before provision for income taxes | ||||
Gross profit | $ 61,302 | $ 7,540 | $ 95,648 | $ 25,772 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate | (0.30%) | (0.08%) | (0.25%) | (0.10%) | |
Uncertain tax positions | $ 0 | $ 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 | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share Basic And Diluted [Abstract] | ||||||
Net loss | $ (65,807) | $ (77,189) | $ (63,228) | $ (41,059) | $ (142,996) | $ (104,287) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 136,507,177 | 31,599,497 | 136,002,344 | 20,035,476 | ||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.48) | $ (2) | $ (1.05) | $ (5.21) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 17,890,177 | 12,077,860 |
Convertible Senior Notes | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 11,158,722 | |
Stock Options | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 4,586,319 | 6,340,076 |
Restricted Stock Awards | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 3,249,382 | |
Restricted Stock Units | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 2,145,136 | 2,488,402 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2015 | |
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] | ||
Termination period | 2020-02 | |
Vendor Agreement | Auto Nation, Inc | Minimum | ||
Related Party Transaction [Line Items] | ||
Percentage of outstanding capital stock | 5.00% |