Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VRM | ||
Entity Registrant Name | VROOM, INC. | ||
Entity Central Index Key | 0001580864 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-39315 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 90-1112566 | ||
Entity Address, Address Line One | 1375 Broadway | ||
Entity Address, Address Line Two | Floor 11 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10018 | ||
City Area Code | 855 | ||
Local Phone Number | 524-1300 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 137,121,893 | ||
Entity Public Float | $ 4.9 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Certain portions of the information required to be furnished pursuant to Part III of this Annual Report on Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2021. | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 1,132,325 | $ 1,056,213 |
Restricted cash | 82,450 | 33,826 |
Accounts receivable, net of allowance of $8,889 and $2,803, respectively | 105,433 | 60,576 |
Inventory | 726,384 | 423,647 |
Prepaid expenses and other current assets | 55,700 | 23,617 |
Total current assets | 2,102,292 | 1,597,879 |
Property and equipment, net | 37,042 | 15,092 |
Intangible assets, net | 28,207 | 34 |
Goodwill | 158,817 | 78,172 |
Operating lease right-of-use assets | 15,359 | 17,137 |
Other assets | 25,033 | 15,742 |
Total assets | 2,366,750 | 1,724,056 |
Current Liabilities: | ||
Accounts payable | 52,651 | 32,925 |
Accrued expenses | 121,508 | 59,405 |
Vehicle floorplan | 512,801 | 329,231 |
Deferred revenue | 75,803 | 24,822 |
Operating lease liabilities, current | 6,889 | 6,052 |
Other current liabilities | 57,604 | 30,275 |
Total current liabilities | 827,256 | 482,710 |
Convertible senior notes | 610,618 | |
Operating lease liabilities, excluding current portion | 9,592 | 12,093 |
Other long-term liabilities | 4,090 | 2,151 |
Total liabilities | 1,451,556 | 496,954 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 137,092,891 and 134,043,969 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | 135 | 132 |
Additional paid-in-capital | 2,063,841 | 2,004,841 |
Accumulated deficit | (1,148,782) | (777,871) |
Total stockholders' equity | 915,194 | 1,227,102 |
Total liabilities and stockholders' equity | $ 2,366,750 | $ 1,724,056 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 8,889 | $ 2,803 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 137,092,891 | 134,043,969 |
Common stock, shares outstanding | 137,092,891 | 134,043,969 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 3,184,255 | $ 1,357,700 | $ 1,191,821 |
Cost of sales | 2,982,156 | 1,286,155 | 1,133,962 |
Total gross profit | 202,099 | 71,545 | 57,859 |
Selling, general and administrative expenses | 547,823 | 245,546 | 184,988 |
Depreciation and amortization | 12,891 | 4,598 | 6,019 |
Loss from operations | (358,615) | (178,599) | (133,148) |
Interest expense | 21,948 | 9,656 | 14,596 |
Interest income | (10,341) | (5,896) | (5,607) |
Revaluation of preferred stock warrant | 20,470 | 769 | |
Other income, net | (65) | (114) | (96) |
Loss before provision for income taxes | (370,157) | (202,715) | (142,810) |
Provision for income taxes | 754 | 84 | 168 |
Net loss | (370,911) | (202,799) | (142,978) |
Accretion of redeemable convertible preferred stock | (132,750) | ||
Net loss attributable to common stockholders | $ (370,911) | $ (202,799) | $ (275,728) |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.72) | $ (2.76) | $ (32.04) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 136,429,791 | 73,345,569 | 8,605,962 |
Retail vehicle, net | |||
Revenue: | |||
Total revenue | $ 2,583,417 | $ 1,072,551 | $ 952,910 |
Wholesale vehicle | |||
Revenue: | |||
Total revenue | 498,981 | 245,580 | 213,464 |
Product, net | |||
Revenue: | |||
Total revenue | 88,824 | 38,195 | 23,708 |
Other | |||
Revenue: | |||
Total revenue | $ 13,033 | $ 1,374 | $ 1,739 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | IPO | Follow-On Public Offering | Redeemable Convertible Preferred Stock | Common Stock | Common StockRestricted Stock Units | Common StockIPO | Common StockFollow-On Public Offering | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Additional Paid-in CapitalFollow-On Public Offering | Accumulated Deficit |
Temporary Equity, Balance at Dec. 31, 2018 | $ 519,100 | |||||||||||
Temporary Equity, Balance, shares at Dec. 31, 2018 | 66,825,300 | |||||||||||
Balance at Dec. 31, 2018 | $ (296,866) | $ 8 | $ (296,874) | |||||||||
Balance (in shares) at Dec. 31, 2018 | 8,571,386 | |||||||||||
Stock-based compensation | 2,756 | $ 2,756 | ||||||||||
Exercise of stock options | 466 | 466 | ||||||||||
Exercise of stock options (in shares) | 135,950 | |||||||||||
Vesting of restricted stock awards/units | 1,344 | 1,344 | ||||||||||
Vesting of restricted stock awards/units (in shares) | 623,832 | |||||||||||
Repurchase of common stock | (5,824) | (4,566) | (1,258) | |||||||||
Repurchase of common stock (in shares) | (680,246) | |||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs | $ 222,482 | |||||||||||
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares | 16,743,328 | |||||||||||
Temporary equity, Accretion of redeemable convertible preferred stock | $ 132,750 | |||||||||||
Accretion of redeemable convertible preferred stock | (132,750) | (132,750) | ||||||||||
Net loss | (142,978) | (142,978) | ||||||||||
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 | 13,254 | 13,254 | ||||||||||
Exercise of stock options | 2,341 | $ 1 | 2,340 | |||||||||
Exercise of stock options (in shares) | 598,406 | |||||||||||
Exercise of common stock warrants (in shares) | 636,112 | |||||||||||
Vesting of restricted stock awards/units | 3,383 | $ 2 | 3,381 | |||||||||
Vesting of restricted stock awards/units (in shares) | 3,249,346 | 237,334 | ||||||||||
Issuance of common stock, net of offering costs | 2,127 | $ 496,510 | $ 567,952 | $ 24 | $ 11 | 2,127 | $ 496,486 | $ 567,941 | ||||
Issuance of common stock, net of offering costs (in shares) | 183,870 | 24,437,500 | 10,800,000 | |||||||||
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 | |||||||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock | $ (901,046) | |||||||||||
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares) | (85,533,394) | |||||||||||
Conversion of redeemable convertible preferred stock to common stock | 901,046 | $ 86 | 900,960 | |||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | 85,533,394 | |||||||||||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | 21,873 | ||||||||||
Common stock shares withheld to satisfy employee tax withholding obligations | (2,915) | (2,915) | ||||||||||
Common stock shares withheld to satisfy employee tax withholding obligations (in shares) | (82,915) | |||||||||||
Net loss | (202,799) | (202,799) | ||||||||||
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 CarStory acquisition | 38,811 | $ 1 | 38,810 | |||||||||
Issuance of common stock for CarStory acquisition (in shares) | 1,066,444 | |||||||||||
Fair value of unvested stock options assumed in CarStory acquisition | 1,017 | 1,017 | ||||||||||
Stock-based compensation | 13,409 | 13,409 | ||||||||||
Exercise of stock options | $ 5,766 | $ 2 | 5,764 | |||||||||
Exercise of stock options (in shares) | 1,409,004 | 1,409,004 | ||||||||||
Vesting of restricted stock awards/units (in shares) | 573,474 | |||||||||||
Net loss | $ (370,911) | (370,911) | ||||||||||
Balance at Dec. 31, 2021 | $ 915,194 | $ 135 | $ 2,063,841 | $ (1,148,782) | ||||||||
Balance (in shares) at Dec. 31, 2021 | 137,092,891 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (370,911) | $ (202,799) | $ (142,978) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,215 | 4,654 | 6,157 |
Amortization of debt issuance costs | 2,872 | 938 | 357 |
Stock-based compensation expense | 13,409 | 13,254 | 2,756 |
Provision to record inventory at lower of cost or net realizable value | 9,471 | 6,588 | 2,682 |
Revaluation of preferred stock warrant | 20,470 | 769 | |
Other | 9,619 | 2,375 | 2,609 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (53,206) | (32,068) | (18,430) |
Inventory | (312,208) | (224,489) | (92,877) |
Prepaid expenses and other current assets | (32,452) | (9,117) | (3,935) |
Other assets | (9,172) | (4,556) | (3,487) |
Accounts payable | 19,321 | 14,066 | 4,035 |
Accrued expenses | 61,170 | 28,431 | 10,131 |
Deferred revenue | 50,943 | 7,499 | 10,902 |
Other liabilities | 29,241 | 19,500 | 5,673 |
Net cash used in operating activities | (568,688) | (355,254) | (215,636) |
Investing activities | |||
Purchase of property and equipment | (28,413) | (11,329) | (3,528) |
Acquisition of business, net of cash acquired | (75,875) | ||
Net cash used in investing activities | (104,288) | (11,329) | (3,528) |
Financing activities | |||
Repayments of long-term debt and debt extinguishment costs | (25,685) | ||
Proceeds from vehicle floorplan | 2,713,350 | 1,242,736 | 992,179 |
Repayments of vehicle floorplan | (2,529,780) | (1,086,966) | (914,200) |
Proceeds from issuance of convertible senior notes | 625,000 | ||
Issuance costs paid for convertible senior notes | (16,129) | ||
Proceeds from the issuance of redeemable convertible preferred stock, net | 21,694 | 227,502 | |
Repurchase of common stock | (1,818) | (5,824) | |
Common stock shares withheld to satisfy employee tax withholding obligations | (2,915) | ||
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount | 504,024 | ||
Payments of costs related to IPO | (6,791) | (723) | |
Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount | 569,471 | ||
Payments of costs related to follow-on public offering | (1,519) | ||
Proceeds from exercise of stock options | 5,766 | 2,341 | 1,810 |
Other financing activities | (495) | (3,222) | 183 |
Net cash provided by financing activities | 797,712 | 1,237,035 | 275,242 |
Net increase in cash, cash equivalents and restricted cash | 124,736 | 870,452 | 56,078 |
Cash, cash equivalents and restricted cash at the beginning of period | 1,090,039 | 219,587 | 163,509 |
Cash, cash equivalents and restricted cash at the end of period | 1,214,775 | 1,090,039 | 219,587 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 15,964 | 8,540 | 12,607 |
Cash paid for income taxes | 403 | 163 | 157 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of common stock for CarStory acquisition | 38,811 | ||
Fair value of unvested stock options assumed for acquisition of business | 1,017 | ||
Accretion of redeemable convertible preferred stock | 132,750 | ||
Series H preferred stock issuance costs included in accrued expenses | 5,020 | ||
Conversion of redeemable convertible preferred stock warrant to common stock warrant | 21,873 | ||
Issuance of common stock as upfront payment to nonemployee | 2,127 | ||
Accrued property and equipment expenditures | $ 760 | $ 97 | 200 |
IPO | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Costs related to IPO included in accrued expenses and accounts payable | $ 1,703 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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). As of December 31, 2021, the Company is organized into three reportable segments: Ecommerce, Wholesale, and TDA. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2 -for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $ 22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $ 504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $ 7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 13 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $ 54.50 per share. The Company received proceeds of $ 569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $ 1.5 million. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. Comprehensive Loss The Company did no t have any other comprehensive income or loss for the years ended December 31, 2021, 2020, and 2019 . Accordingly, net loss and comprehensive loss are the same for the periods presented. Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies and cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities. Additionally, as of December 31, 2021, restricted cash also includes $ 30.0 million of cash deposits required under a cash collateral agreement with one of the Company's preferred lenders. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Logistics fleet 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Additionally, the Company capitalizes implementation costs incurred in a cloud computing arrangement that is a service contract. The capitalized implementation costs related to a cloud computing arrangement are amortized over the term of the arrangement. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet and are amortized over the terms of the arrangements, which range between 2 and 10 years . Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. As of October 1, 2021, the carrying value of the Company's goodwill was $ 158.8 million, of which $ 152.9 million is allocated to the Ecommerce reporting unit. In connection with its annual goodwill impairment test as of October 1, 2021, the Company performed a quantitative impairment assessment for its Ecommerce reporting unit. The results of the quantitative test indicated that the fair value of the Ecommerce reporting unit exceeded carrying value. The quantitative impairment test was performed utilizing the discounted cash flow method described above. Additionally, as of December 31, 2021 an interim goodwill impairment assessment was performed due to the decline in the Company's and comparable companies stock prices. As a result of the interim goodwill impairment test, the Company determined that the estimated fair value of the Ecommerce reporting unit exceeded its carrying value and no impairment was recorded. No goodwill impairment was determined to exist for the years ended December 31, 2021, 2020, and 2019. The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives: Developed technology 5 years Trademarks 8 years Customer relationships 8 years The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company accounts for forfeitures as they occur. For awards earned based on performance or upon occurrence of a contingent event, if the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock options. Estimating the fair value of stock options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. 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 consolidated statement of operations. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $ 125.5 million, $ 62.4 million, and $ 49.9 million for the years ended December 31, 2021, 2020, and 2019 , respectively. Shipping and Handling Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are 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 fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $ 85.8 million, $ 30.3 million, and $ 14.0 million for the years ended December 31, 2021, 2020, and 2019 , respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large, reputable 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 U.S. treasury securities and commercial paper investments. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2021, 2020, and 2019, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2021 and 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 – Convertible Senior Notes for further discussion. The Company has a Vehicle Floorplan Facility with a borrowing capacity of $ 700.0 million as of December 31, 2021. Refer to Note 9 – Vehicle Floorplan Facilities for further discussion. Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The accretion of the Company’s redeemable convertible preferred stock (refer to Note 13) for the year ended December 31, 2019 has been presented as an increase to net loss to determine net loss attributable to common stockholders. Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company lists its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory are conducted through the Company’s platform. During the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation , including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020, for both the upfront shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $ 11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling, general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling, general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned. Accounting Standards Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) . The intent of this new guidance is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the financial statements as the related hosting fees. The Company adopted ASU 2018-15 as of January 1, 2019 . The new guidance was applied prospectively to all implementation costs incurred after the date of adoption and resulted in the capitalization of $ 2.7 million of implementation costs, which primarily relate to the Company’s hosted general ledger system. In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) , which amends the accounting guidance on leases. The new standard requires a lessee to recognize right-of-use assets and lease obligations on the balance sheet for most lease agreements. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $ 18.4 million of operating lease liabilities and $ 17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements were eliminated, modified or added to facilitate better disclosure regarding recurring and non-recurring fair value measurements. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, and other instruments that are not measured at fair value through net income. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Tax es , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The Company adopted the guidance on January 1, 2021 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. 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 , which simplifies 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 year ended December 31, 2021, the Company issued convertible notes. Refer to Note 10 – Convertible Senior Notes for further discussion. Accounting Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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 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 and document fees 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 at the TDA retail location of used vehicles are recorded as “Deferred revenue” within the consolidated balance sheets. The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in straight-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 value-added products, such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage. The Company sells these products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale. A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2021 and 2020, the Company’s reserve for chargebacks was $ 9.6 million and $ 3.8 million, respectively, of which $ 5.5 million and $ 1.7 million, respectively, are included within “Accrued expenses” and $ 4.1 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 December 31, 2021 and 2020, the Company recognized $ 17.9 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 $ 17.0 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 consolidated statements of operations. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 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 consolidated financial statements from the date of acquisition. The transaction costs associated with its acquisition were not material for the year ended December 31, 2021. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements. The fair value of the consideration transferred was approximately $ 116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands): Fair Value Cash $ 76,740 Common stock issued (1) 38,811 Fair value of unvested stock options assumed (2) 1,017 Total $ 116,568 (1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. 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, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (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 80,645 Current liabilities ( 943 ) Net assets acquired $ 116,568 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 reporting unit. The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted 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. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consisted of the following (in thousands): December 31, 2021 2020 Vehicles $ 724,542 $ 421,458 Parts and accessories 1,842 2,189 Total inventory $ 726,384 $ 423,647 As of December 31, 2021 and 2020, “Inventory” includes an adjustment of $ 22.4 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 | 12 Months Ended |
Dec. 31, 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): December 31, 2021 2020 Equipment $ 1,011 $ 1,061 Furniture and fixtures 2,244 1,746 Logistics fleet 22,810 4,303 Leasehold improvements 7,161 7,068 Internal-use software 18,423 10,552 Other 5,811 3,696 57,460 28,426 Accumulated depreciation and amortization ( 20,418 ) ( 13,334 ) Property and equipment, net $ 37,042 $ 15,092 Depreciation and amortization expense was $ 7.1 million, $ 4.1 million, and $ 2.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. Depreciation and amortization expense of $ 0.3 million, $ 0.1 million, and $ 0.1 million was included within “Cost of sales” in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019, respectively. Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $ 8.1 million and $ 2.4 million as of December 31, 2021 , respectively, and $ 3.6 million and $ 1.0 million as of December 31, 2020, respectively, and were included within “Other assets” in the consolidated balance sheets. Amortization expense of $ 1.4 million, $ 0.7 million, and $ 0.3 million was included within “Selling, general and administrative expenses” in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 reporting unit for the years ended December 31, 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 December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 80,645 — — 80,645 Balance as of December 31, 2021 $ 152,876 $ 1,720 $ 4,221 $ 158,817 Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the year ended December 31, 2021. There have been no accumulated impairment charges as of December 31, 2021 and 2020. Intangible Assets Intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed Technology $ 25,700 $ ( 5,043 ) $ 20,657 $ — $ — $ — Trademarks 5,240 ( 673 ) 4,567 40 ( 27 ) 13 Customer Relationships 3,400 ( 417 ) 2,983 — — — Other 252 ( 252 ) — 252 ( 231 ) 21 Total intangible assets $ 34,592 $ ( 6,385 ) $ 28,207 $ 292 $ ( 258 ) $ 34 Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the year ended December 31, 2021. Amortization expense for intangible assets was $ 6.1 million, $ 0.5 million, and $ 3.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. The estimated amortization expense for intangible assets subsequent to December 31, 2021, consists of the following (in thousands): Year Ending December 31: 2022 $ 6,220 2023 6,215 2024 6,215 2025 6,215 2026 1,172 Thereafter 2,170 $ 28,207 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 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): December 31, 2021 2020 Accrued marketing expenses $ 17,546 $ 9,106 Vehicle related expenses 36,459 13,062 Sales taxes 39,163 15,443 Accrued compensation and benefits 16,150 5,749 Accrued professional services 4,225 4,890 Other 7,965 11,155 Total accrued expenses $ 121,508 $ 59,405 The Company’s other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Vehicle payable $ 30,647 $ 25,086 Reserve for estimated returns 26,522 5,058 Other 435 131 Total other current liabilities $ 57,604 $ 30,275 |
Vehicle Floorplan Facilities
Vehicle Floorplan Facilities | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Vehicle Floorplan Facilities | 9. Vehicle Floorplan Facilities In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”). The 2020 Vehicle Floorplan Facility provided a committed credit line of up to $ 450.0 million and was amended in October 2020 to extend the maturity date to 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. 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. Cash deposits required under the Company's 2020 Vehicle Floorplan of $ 50.6 million and $ 31.6 million are classified as "Restricted cash" within the consolidated balance sheets as of December 31, 2021 and 2020, respectively. In December 2021, the Company further amended its 2020 Vehicle Floorplan Facility to increase the committed credit line from $ 450.0 million to $ 700.0 million. The amendment updated the interest rate to the Prime Rate, announced per annum by Ally Bank, plus 105 basis points. The Company was required to pay an upfront commitment fee upon execution of the amendment. As of December 31, 2021 , the borrowing capacity of the 2020 Vehicle Floorplan Facility was $ 700.0 million, of which $ 187.2 million was unutilized. In February 2022, the Company amended its 2020 Vehicle Floorplan Facility to extend the maturity date to March 31, 2023 and was required to pay an upfront commitment fee upon execution of the amendment. As of December 31, 2021 and 2020, outstanding borrowings on the vehicle floorplan facilities were $ 512.8 million and $ 329.2 million, respectively. Interest expense incurred by the Company for the vehicle floorplan facilities was $ 17.7 million, $ 9.7 million, and $ 10.4 million for the years ended December 31, 2021, 2020, and 2019 , respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.30 % and 4.39 % as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020 , the Company was in compliance with all covenants related to the vehicle floorplan facilities. In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that 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 $ 10.1 million, $ 5.4 million, and $ 5.1 million for the years ended December 31, 2021, 2020, and 2019 , respectively, which are recorded within “Interest income” in the consolidated statements of operations. |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | 10. Convertible Senior Notes 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 $ 608.9 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 year ended December 31, 2021, the conditions allowing holders of the Notes to convert were not met. The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of December 31, 2021 , the unamortized debt discount and debt issuance costs was $ 14.4 million and the net carrying value was $ 610.6 million. The total estimated fair value of the Notes as of December 31, 2021 was approximately $ 386.1 million. The fair value was determined using actual bids and offer prices of the Notes in markets that are not active 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 year ended December 31, 2021 was $ 4.3 million. The effective interest rate of the Notes is 1.3 %. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 were 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 asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought 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 under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The consolidated case is in preliminary stages, and the Company anticipates filing a motion to dismiss all claims. In August 2021, one of the Company’s stockholders filed a derivative lawsuit on behalf of the Company in the U.S. District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging a violation of the federal securities laws and breach of fiduciary duty to the Company based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. This lawsuit is captioned Rainey v. Hennessy et al., Case No. 21-cv-6933. The Court deemed this case “related” to In re: Vroom, Inc. Securities Litigation and stayed all proceedings pending final resolution of In re: Vroom, Inc. Securities Litigation. On November 8, 2021, a similar purported shareholder derivative lawsuit captioned Salli v. Hennessy et al., Case No. 1:21-cv-09237, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty, related violations of Delaware law, and breaches of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation and Rainey. The plaintiff in Salli marked that case as “related” to Rainey. On December 2, 2021, the court consolidated Rainey and Salli under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, approved the parties’ stipulation that the case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. On January 28, 2022, a similar purported shareholder derivative lawsuit captioned McDonough v. Hennessy et al., Case No. 22-cv-752, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty and breach of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. On February 1, 2022, a similar purported shareholder derivative lawsuit captioned Yunayev v. Hennessy et al., Case No. 22-cv-862, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty and breach of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. The McDonough and Yunayev suits are in preliminary stages and there have been no substantive developments in either matter. 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 consolidated balance sheets as of December 31, 2021 and 2020, respectively. Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 12. Leases The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, the Company’s reconditioning facility, the TDA retail location, the Company’s Sell Us Your Car centers, parking lots, other facilities and equipment used in the normal course of business. The real estate leases have terms ranging from six months to eight years . The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company. The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses. Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term. Options to extend or terminate leases Certain of the Company’s real estate leases include one or more options to renew , with renewal terms that can extend the lease term from one to five year s. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Lease term and discount rate The weighted-average remaining lease term and discount rate for the Company’s operating leases, excluding short-term operating leases, were 2.7 years and 3.4 % as of December 31, 2021 , respectively, and 3.5 years and 3.4 % as of December 31, 2020, respectively. As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease costs and activity The Company’s lease costs and activity for the years ended December 31, 2021 and 2020 were as follows (in thousands): Year Ended 2021 2020 Lease Cost Operating lease cost $ 6,919 $ 5,503 Short-term lease cost 1,660 350 Variable lease cost 2,921 1,915 Sublease income ( 196 ) ( 445 ) Net lease cost $ 11,304 $ 7,323 Year Ended 2021 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,806 $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,599 $ 4,600 Maturity of Lease Liabilities The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2021 were as follows (in thousands): 2022 7,294 2023 5,404 2024 3,505 2025 1,034 2026 12 Thereafter - Total lease payments 17,249 Less: interest ( 768 ) Present value of lease liabilities $ 16,481 Operating lease liabilities, current $ 6,889 Operating lease liabilities, noncurrent 9,592 Total operating lease liabilities $ 16,481 In accordance with ASC Topic 840, rent expense was $ 7.2 million for the year ended December 31, 2019. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity | 13. Redeemable Convertible Preferred Stock and Stockholders’ Equity Redeemable Convertible Preferred Stock On January 8, 2020, the Company issued and sold 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 shares of preferred stock were automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of December 31, 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. The shares of common stock authorized for issuance was increased to 500,000,000 . Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Warrants In connection with the offering of shares of Series B Preferred Stock in November 2014, 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 entitled the holder 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 | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 14. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4 % of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of December 31, 2021 , there were 2,777,619 shares available for future issuance under the 2020 Plan. Stock Options The following table summarizes stock option activity for the year ended December 31, 2021: Shares Weighted Weighted Outstanding as of December 31, 2020 5,617,568 $ 4.35 7.33 Granted 72,578 4.97 Exercised ( 1,409,004 ) 4.09 Forfeited / cancelled ( 204,600 ) 5.73 Outstanding as of December 31, 2021 4,076,542 $ 4.39 6.24 Vested and exercisable as of December 31, 2020 3,449,606 $ 3.83 6.74 Vested and exercisable as of December 31, 2021 2,964,534 $ 4.04 5.81 The Company recognized $ 2.2 million, $ 2.2 million, and $ 2.6 million of stock-based compensation expense related to stock options for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had $ 2.5 million and $ 3.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.7 years and 2.2 years, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $ 48.2 million, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2021 was $ 26.1 million and $ 20.0 million, respectively. RSUs The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2021: Shares Weighted Average Unvested and outstanding as of December 31, 2020 2,235,442 $ 11.46 Granted 794,833 34.65 Vested ( 573,474 ) 12.53 Forfeited / cancelled ( 186,988 ) 20.24 Unvested and outstanding as of December 31, 2021 2,269,813 $ 24.69 The Company recognized $ 11.2 million, $ 10.9 million, and $ 0.1 million of stock-based compensation expense related to RSUs for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020 , the Company had $ 21.7 million and $ 15.4 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 years and 1.8 years, respectively. In February 2020, the Company granted 367,782 RSUs to its chief executive officer that vest upon the achievement of performance-based conditions for the performance period ending December 31, 2022. The award was modified in April 2021 to amend the performance-based conditions to Gross Profit and EBITDA targets. In April 2021, the Company granted an additional 48,881 RSUs to its chief executive officer that vest upon the achievement of Gross Profit and EBITDA targets for the performance period ending December 31, 2023. As of December 31, 2021, the awards were not considered probable of being earned and no stock-based compensation expense was recognized. Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months , and upon death, disability, retirement and certain “good leaver” circumstances. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 15. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Items Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 601,807 $ — $ — $ 601,807 Commercial Paper — 149,974 — 149,974 Total financial assets $ 601,807 $ 149,974 $ — $ 751,781 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 Valuation Methodologies Money Market Funds : Money market funds primarily consist of investments in highly liquid U.S. treasury securities, with original maturities of three months or less and are classified as Level 1. The Company determines the fair value of cash equivalents based on quoted prices in active markets. Commercial Paper: Commercial paper consists of unsecured promissory notes issued by companies, with original maturities of three months or less and is classified as Level 2. Commercial paper is issued at a discount to face value and is priced to reflect prevailing market interest rates. 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. Refer to Note 10 – Convertible Senior Notes for further discussion related to the fair value of the Company's convertible debt issuance. Assets and liabilities acquired as part of a business combination are recorded at fair value on a nonrecurring basis. Refer to Note 4 – Acquisition for additional information. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 16. 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 no t report segment asset information. As of December 31, 2021, 2020, and 2019, 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 reportable segments are as follows (in thousands): Year Ended December 31, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 2,442,369 $ 498,981 $ 229,872 $ 13,033 $ 3,184,255 Gross profit $ 164,746 $ 18,120 $ 11,907 $ 7,326 $ 202,099 Year Ended December 31, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 915,451 $ 245,580 $ 195,295 $ 1,374 $ 1,357,700 Gross profit $ 60,861 $ ( 1,432 ) $ 11,677 $ 439 $ 71,545 Year Ended December 31, 2019 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 588,114 $ 213,464 $ 388,504 $ 1,739 $ 1,191,821 Gross profit $ 32,127 $ 340 $ 24,661 $ 731 $ 57,859 (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 with current year presentation. The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Year Ended 2021 2020 2019 Reconciliation to consolidated total revenue Total reportable segment revenue $ 3,171,222 $ 1,356,326 $ 1,190,082 All Other revenues 13,033 1,374 1,739 Consolidated total revenue $ 3,184,255 $ 1,357,700 $ 1,191,821 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 194,773 $ 71,106 $ 57,128 All Other gross profit 7,326 439 731 Selling, general and administrative expenses 547,823 245,546 184,988 Depreciation and amortization 12,891 4,598 6,019 Interest expense 21,948 9,656 14,596 Interest Income ( 10,341 ) ( 5,896 ) ( 5,607 ) Revaluation of preferred stock warrant — 20,470 769 Other income, net ( 65 ) ( 114 ) ( 96 ) Consolidated loss before provision for income taxes $ ( 370,157 ) $ ( 202,715 ) $ ( 142,810 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes Income Tax Provision Domestic and foreign pretax income (loss) are as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended 2021 2020 2019 Domestic $ ( 370,640 ) $ ( 202,715 ) $ ( 142,810 ) Foreign 483 — — Total $ ( 370,157 ) $ ( 202,715 ) $ ( 142,810 ) The components of the provision for income taxes are as follows (in thousands): Year Ended 2021 2020 2019 Current: Federal $ — $ — $ — State and local 679 84 168 Foreign 75 — — Total current tax expense 754 84 168 Deferred tax (benefit): Federal — — — State and local — — — Foreign — — — Total deferred tax (benefit) — — — Provision for income taxes $ 754 $ 84 $ 168 Tax Rate Reconciliation The Company’s effective tax rate for the years ended December 31, 2021, 2020, and 2019 was ( 0.20 )%, ( 0.04 )%, and ( 0.12 )%, respectively. A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended 2021 2020 2019 Income taxes at statutory rate $ ( 77,733 ) $ ( 42,570 ) $ ( 29,990 ) State income taxes, net of federal benefit ( 8,251 ) ( 5,417 ) ( 1,096 ) Foreign Rate Differential ( 26 ) — — Permanent differences ( 4,800 ) 1,264 772 Change in valuation allowance 94,158 46,901 30,051 Other ( 2,594 ) ( 94 ) 431 Provision for income taxes $ 754 $ 84 $ 168 Deferred Tax Assets (Liabilities) The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets for December 31, 2021 and 2020 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2021 and 2020 the valuation allowance balance was $ 216.0 million and $ 121.9 million, respectively. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 203,170 $ 102,252 Inventory reserves 12,278 12,409 Stock-based compensation 3,617 3,119 Accrued Expense 75 1,456 Right of Use Asset 3,821 4,175 Allowance for Doubtful Accounts 2,592 1,809 Other 1,905 836 Total deferred tax assets 227,458 126,056 Less: valuation allowance ( 216,017 ) ( 121,859 ) Net deferred tax assets 11,441 4,197 Deferred tax liabilities: Intangible amortization ( 6,793 ) ( 225 ) Depreciation ( 1,088 ) ( 29 ) Lease Liability ( 3,560 ) ( 3,943 ) Net deferred tax liabilities ( 11,441 ) ( 4,197 ) Net deferred income taxes $ — $ — Net Operating Losses As of December 31, 2021 , the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $ 893.4 million, of which $ 165.2 million expire from 2028 through 2042 and $ 728.2 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $ 237.8 million, which expire from 2034 through 2040 . The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. The company is not currently under audit for any US federal or state income tax audits. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone four ownership changes the most recent of which was April 2021. These changes will substantially limit the use of the net operating losses generated before the change in control. The Company acquired Vast Holdings, Inc. on January 7, 2021 in a stock acquisition, r efer to Note 4 – Acquisition for additional information. The NOLs and other tax attributes acquired will be subject to Section 382 limitations. The Company is in the process of determining the amount of attributes that will be available for use . Uncertain Tax Positions The Company has no t identified any uncertain tax positions as of December 31, 2021 or 2020 . Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share Basic And Diluted [Abstract] | |
Net Loss Per Share | 18. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Year Ended (in thousands, except share and per share amounts) 2021 2020 2019 Net loss $ ( 370,911 ) $ ( 202,799 ) $ ( 142,978 ) Accretion of redeemable convertible preferred stock — — ( 132,750 ) Net loss attributable to common stockholders $ ( 370,911 ) $ ( 202,799 ) $ ( 275,728 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 136,429,791 73,345,569 8,605,962 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.72 ) $ ( 2.76 ) $ ( 32.04 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: Year Ended 2021 2020 2019 Convertible senior notes 11,158,722 — — Stock options 4,076,542 5,617,568 6,110,000 Restricted stock units 1,853,150 1,867,660 408,000 Redeemable convertible preferred stock — — 83,568,628 Warrants — — 161,136 Restricted stock awards — — 3,249,382 Total 17,088,414 7,485,228 93,497,146 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Management Services Agreement In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5 % of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $ 0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2020 and 2019, payments of the annual fees were waived. In May 2020, the MSA was terminated. AutoNation Reconditioning Agreement In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5 % of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. For the year ended December 31, 2019, the Company incurred $ 1.1 million of costs under the Vendor Agreement. The Vendor Agreement was terminated in February 2020 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On February 1, 2022, the Company completed the acquisition of 100 % of Unitas Holdings Corp., the parent corporation of United Auto Credit Corporation ("UACC"), a leader in automotive finance, for a cash purchase price of approximately $ 300.0 million, subject to customary purchase price adjustments. This acquisition accelerates the Company's strategy of establishing a captive financing arm and underwriting vehicle financing for their customers. UACC will continue its current operations of serving and expanding its network of dealership customers, which will constitute a separate reporting segment. Due to the proximity of the acquisition date to the Company’s filing of its annual report on Form 10-K for the year ended December 31, 2021, the initial accounting for the UACC business combination is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations, including the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and goodwill. In February 2022, the Company completed a securitization transaction of finance receivables originated by its wholly owned subsidiary UACC. The securitization has been structured as an off-balance sheet transaction in which UACC sold approximately $ 318.5 million in principal balance of auto loans to a securitization trust and received proceeds from the issuance and sale of rated notes and unrated residual certificates and retained a 5 % vertical risk retention interest in each class of notes and certificates. UACC recognized a gain on the sale upon transfer in an amount equal to the fair value of the net proceeds received less the carrying amount of the finance receivables sold. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. |
Initial Public Offering | Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $ 22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $ 504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $ 7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 13 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO. |
Follow-on Public Offering | Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $ 54.50 per share. The Company received proceeds of $ 569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $ 1.5 million. |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. |
Comprehensive Loss | Comprehensive Loss The Company did no t have any other comprehensive income or loss for the years ended December 31, 2021, 2020, and 2019 . Accordingly, net loss and comprehensive loss are the same for the periods presented. |
Revenue Recognition | Revenue Recognition Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition. |
Cost of Sales | Cost of sales Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows. |
Restricted Cash | Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies and cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities. Additionally, as of December 31, 2021, restricted cash also includes $ 30.0 million of cash deposits required under a cash collateral agreement with one of the Company's preferred lenders. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations. |
Inventory | Inventory Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Logistics fleet 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Additionally, the Company capitalizes implementation costs incurred in a cloud computing arrangement that is a service contract. The capitalized implementation costs related to a cloud computing arrangement are amortized over the term of the arrangement. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet and are amortized over the terms of the arrangements, which range between 2 and 10 years . |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. As of October 1, 2021, the carrying value of the Company's goodwill was $ 158.8 million, of which $ 152.9 million is allocated to the Ecommerce reporting unit. In connection with its annual goodwill impairment test as of October 1, 2021, the Company performed a quantitative impairment assessment for its Ecommerce reporting unit. The results of the quantitative test indicated that the fair value of the Ecommerce reporting unit exceeded carrying value. The quantitative impairment test was performed utilizing the discounted cash flow method described above. Additionally, as of December 31, 2021 an interim goodwill impairment assessment was performed due to the decline in the Company's and comparable companies stock prices. As a result of the interim goodwill impairment test, the Company determined that the estimated fair value of the Ecommerce reporting unit exceeded its carrying value and no impairment was recorded. No goodwill impairment was determined to exist for the years ended December 31, 2021, 2020, and 2019. The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives: Developed technology 5 years Trademarks 8 years Customer relationships 8 years The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. |
Vehicle Floorplan | Vehicle Floorplan The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is more likely than not that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company accounts for forfeitures as they occur. For awards earned based on performance or upon occurrence of a contingent event, if the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock options. Estimating the fair value of stock options requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective. |
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 consolidated statement of operations. |
Advertising | Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $ 125.5 million, $ 62.4 million, and $ 49.9 million for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Shipping and Handling | Shipping and Handling Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are 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 fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $ 85.8 million, $ 30.3 million, and $ 14.0 million for the years ended December 31, 2021, 2020, and 2019 , respectively. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large, reputable 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 U.S. treasury securities and commercial paper investments. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the years ended December 31, 2021, 2020, and 2019, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2021 and 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 – Convertible Senior Notes for further discussion. The Company has a Vehicle Floorplan Facility with a borrowing capacity of $ 700.0 million as of December 31, 2021. Refer to Note 9 – Vehicle Floorplan Facilities for further discussion. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The accretion of the Company’s redeemable convertible preferred stock (refer to Note 13) for the year ended December 31, 2019 has been presented as an increase to net loss to determine net loss attributable to common stockholders. |
Non-Employee Share-Based Payments | Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company lists its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory are conducted through the Company’s platform. During the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation , including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020, for both the upfront shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $ 11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling, general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling, general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned. |
Accounting Standards Adopted and Accounting Standards Issued But Not Yet Adopted | Accounting Standards Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) . The intent of this new guidance is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the financial statements as the related hosting fees. The Company adopted ASU 2018-15 as of January 1, 2019 . The new guidance was applied prospectively to all implementation costs incurred after the date of adoption and resulted in the capitalization of $ 2.7 million of implementation costs, which primarily relate to the Company’s hosted general ledger system. In February 2016, the FASB issued, ASU 2016-02 , Leases (Topic 842) , which amends the accounting guidance on leases. The new standard requires a lessee to recognize right-of-use assets and lease obligations on the balance sheet for most lease agreements. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $ 18.4 million of operating lease liabilities and $ 17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements were eliminated, modified or added to facilitate better disclosure regarding recurring and non-recurring fair value measurements. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, and other instruments that are not measured at fair value through net income. The Company adopted the guidance on January 1, 2020 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Tax es , which enhances and simplifies various aspects of the income tax accounting guidance including the elimination of certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The Company adopted the guidance on January 1, 2021 which did no t have a material impact on the Company’s consolidated financial statements and related disclosures. 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 , which simplifies 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 year ended December 31, 2021, the Company issued convertible notes. Refer to Note 10 – Convertible Senior Notes for further discussion. Accounting Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets: Equipment 3 to 15 years Furniture and fixtures 3 to 15 years Logistics fleet 5 to 7 years Leasehold improvements Lesser of useful life or lease term Internal-use software 3 to 5 years |
Schedule of Estimated Useful Lives of Intangible Assets | The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives: Developed technology 5 years Trademarks 8 years Customer relationships 8 years |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary of Fair Value of Consideration Transferred | The fair value of the consideration transferred was approximately $ 116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands): Fair Value Cash $ 76,740 Common stock issued (1) 38,811 Fair value of unvested stock options assumed (2) 1,017 Total $ 116,568 (1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. 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, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (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 80,645 Current liabilities ( 943 ) Net assets acquired $ 116,568 |
Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life | The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted 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) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): December 31, 2021 2020 Vehicles $ 724,542 $ 421,458 Parts and accessories 1,842 2,189 Total inventory $ 726,384 $ 423,647 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Equipment $ 1,011 $ 1,061 Furniture and fixtures 2,244 1,746 Logistics fleet 22,810 4,303 Leasehold improvements 7,161 7,068 Internal-use software 18,423 10,552 Other 5,811 3,696 57,460 28,426 Accumulated depreciation and amortization ( 20,418 ) ( 13,334 ) Property and equipment, net $ 37,042 $ 15,092 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Activity in Carrying Value of Goodwill by Reporting Unit | The following table summarizes the activity in the carrying value of goodwill by reporting unit for the years ended December 31, 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 December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 80,645 — — 80,645 Balance as of December 31, 2021 $ 152,876 $ 1,720 $ 4,221 $ 158,817 |
Schedule of Intangible Assets, Net | Intangible Assets Intangible assets, net consisted of the following (in thousands): December 31, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed Technology $ 25,700 $ ( 5,043 ) $ 20,657 $ — $ — $ — Trademarks 5,240 ( 673 ) 4,567 40 ( 27 ) 13 Customer Relationships 3,400 ( 417 ) 2,983 — — — Other 252 ( 252 ) — 252 ( 231 ) 21 Total intangible assets $ 34,592 $ ( 6,385 ) $ 28,207 $ 292 $ ( 258 ) $ 34 |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets subsequent to December 31, 2021, consists of the following (in thousands): Year Ending December 31: 2022 $ 6,220 2023 6,215 2024 6,215 2025 6,215 2026 1,172 Thereafter 2,170 $ 28,207 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Accrued Expenses | The Company’s accrued expenses consisted of the following (in thousands): December 31, 2021 2020 Accrued marketing expenses $ 17,546 $ 9,106 Vehicle related expenses 36,459 13,062 Sales taxes 39,163 15,443 Accrued compensation and benefits 16,150 5,749 Accrued professional services 4,225 4,890 Other 7,965 11,155 Total accrued expenses $ 121,508 $ 59,405 |
Other Current Liabilities | The Company’s other current liabilities consisted of the following (in thousands): December 31, 2021 2020 Vehicle payable $ 30,647 $ 25,086 Reserve for estimated returns 26,522 5,058 Other 435 131 Total other current liabilities $ 57,604 $ 30,275 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease Costs and Activity | The Company’s lease costs and activity for the years ended December 31, 2021 and 2020 were as follows (in thousands): Year Ended 2021 2020 Lease Cost Operating lease cost $ 6,919 $ 5,503 Short-term lease cost 1,660 350 Variable lease cost 2,921 1,915 Sublease income ( 196 ) ( 445 ) Net lease cost $ 11,304 $ 7,323 Year Ended 2021 2020 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,806 $ 5,524 Right-of-use assets obtained in exchange for operating lease liabilities $ 1,599 $ 4,600 |
Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation | The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2021 were as follows (in thousands): 2022 7,294 2023 5,404 2024 3,505 2025 1,034 2026 12 Thereafter - Total lease payments 17,249 Less: interest ( 768 ) Present value of lease liabilities $ 16,481 Operating lease liabilities, current $ 6,889 Operating lease liabilities, noncurrent 9,592 Total operating lease liabilities $ 16,481 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the year ended December 31, 2021: Shares Weighted Weighted Outstanding as of December 31, 2020 5,617,568 $ 4.35 7.33 Granted 72,578 4.97 Exercised ( 1,409,004 ) 4.09 Forfeited / cancelled ( 204,600 ) 5.73 Outstanding as of December 31, 2021 4,076,542 $ 4.39 6.24 Vested and exercisable as of December 31, 2020 3,449,606 $ 3.83 6.74 Vested and exercisable as of December 31, 2021 2,964,534 $ 4.04 5.81 |
Summary of Activity for Restricted Stock Units | The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2021: Shares Weighted Average Unvested and outstanding as of December 31, 2020 2,235,442 $ 11.46 Granted 794,833 34.65 Vested ( 573,474 ) 12.53 Forfeited / cancelled ( 186,988 ) 20.24 Unvested and outstanding as of December 31, 2021 2,269,813 $ 24.69 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 601,807 $ — $ — $ 601,807 Commercial Paper — 149,974 — 149,974 Total financial assets $ 601,807 $ 149,974 $ — $ 751,781 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) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | Information about the Company’s reportable segments are as follows (in thousands): Year Ended December 31, 2021 Ecommerce Wholesale TDA All Other Total Revenues from external customers $ 2,442,369 $ 498,981 $ 229,872 $ 13,033 $ 3,184,255 Gross profit $ 164,746 $ 18,120 $ 11,907 $ 7,326 $ 202,099 Year Ended December 31, 2020 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 915,451 $ 245,580 $ 195,295 $ 1,374 $ 1,357,700 Gross profit $ 60,861 $ ( 1,432 ) $ 11,677 $ 439 $ 71,545 Year Ended December 31, 2019 Ecommerce Wholesale TDA All Other (1) Total Revenues from external customers $ 588,114 $ 213,464 $ 388,504 $ 1,739 $ 1,191,821 Gross profit $ 32,127 $ 340 $ 24,661 $ 731 $ 57,859 (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 with current year presentation. |
Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes | The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Year Ended 2021 2020 2019 Reconciliation to consolidated total revenue Total reportable segment revenue $ 3,171,222 $ 1,356,326 $ 1,190,082 All Other revenues 13,033 1,374 1,739 Consolidated total revenue $ 3,184,255 $ 1,357,700 $ 1,191,821 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 194,773 $ 71,106 $ 57,128 All Other gross profit 7,326 439 731 Selling, general and administrative expenses 547,823 245,546 184,988 Depreciation and amortization 12,891 4,598 6,019 Interest expense 21,948 9,656 14,596 Interest Income ( 10,341 ) ( 5,896 ) ( 5,607 ) Revaluation of preferred stock warrant — 20,470 769 Other income, net ( 65 ) ( 114 ) ( 96 ) Consolidated loss before provision for income taxes $ ( 370,157 ) $ ( 202,715 ) $ ( 142,810 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Pretax Income (Loss) | Domestic and foreign pretax income (loss) are as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands): Year Ended 2021 2020 2019 Domestic $ ( 370,640 ) $ ( 202,715 ) $ ( 142,810 ) Foreign 483 — — Total $ ( 370,157 ) $ ( 202,715 ) $ ( 142,810 ) |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended 2021 2020 2019 Current: Federal $ — $ — $ — State and local 679 84 168 Foreign 75 — — Total current tax expense 754 84 168 Deferred tax (benefit): Federal — — — State and local — — — Foreign — — — Total deferred tax (benefit) — — — Provision for income taxes $ 754 $ 84 $ 168 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands): Year Ended 2021 2020 2019 Income taxes at statutory rate $ ( 77,733 ) $ ( 42,570 ) $ ( 29,990 ) State income taxes, net of federal benefit ( 8,251 ) ( 5,417 ) ( 1,096 ) Foreign Rate Differential ( 26 ) — — Permanent differences ( 4,800 ) 1,264 772 Change in valuation allowance 94,158 46,901 30,051 Other ( 2,594 ) ( 94 ) 431 Provision for income taxes $ 754 $ 84 $ 168 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 203,170 $ 102,252 Inventory reserves 12,278 12,409 Stock-based compensation 3,617 3,119 Accrued Expense 75 1,456 Right of Use Asset 3,821 4,175 Allowance for Doubtful Accounts 2,592 1,809 Other 1,905 836 Total deferred tax assets 227,458 126,056 Less: valuation allowance ( 216,017 ) ( 121,859 ) Net deferred tax assets 11,441 4,197 Deferred tax liabilities: Intangible amortization ( 6,793 ) ( 225 ) Depreciation ( 1,088 ) ( 29 ) Lease Liability ( 3,560 ) ( 3,943 ) Net deferred tax liabilities ( 11,441 ) ( 4,197 ) Net deferred income taxes $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended (in thousands, except share and per share amounts) 2021 2020 2019 Net loss $ ( 370,911 ) $ ( 202,799 ) $ ( 142,978 ) Accretion of redeemable convertible preferred stock — — ( 132,750 ) Net loss attributable to common stockholders $ ( 370,911 ) $ ( 202,799 ) $ ( 275,728 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 136,429,791 73,345,569 8,605,962 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.72 ) $ ( 2.76 ) $ ( 32.04 ) |
Summary of Calculation of Diluted Shares Outstanding | The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: Year Ended 2021 2020 2019 Convertible senior notes 11,158,722 — — Stock options 4,076,542 5,617,568 6,110,000 Restricted stock units 1,853,150 1,867,660 408,000 Redeemable convertible preferred stock — — 83,568,628 Warrants — — 161,136 Restricted stock awards — — 3,249,382 Total 17,088,414 7,485,228 93,497,146 |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 15, 2020USD ($)$ / sharesshares | Jun. 11, 2020USD ($)$ / sharesshares | Jun. 30, 2020 | Dec. 31, 2021Segment | Dec. 31, 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 | $ 504,024 | ||||
Stock offering expenses | $ 1,500 | ||||
Proceeds from offering, net | $ 569,500 | $ 569,471 | |||
Initial Public Offering | |||||
Description of Business and Basis of Presentation [Line Items] | |||||
Stock issued during period shares | shares | 24,437,500 | ||||
Sale of stock, price per share | $ / shares | $ 22 | ||||
Proceeds from 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_4
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 15, 2020USD ($)$ / sharesshares | Jun. 11, 2020USD ($)$ / sharesshares | May 15, 2020$ / sharesshares | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)ReportableSegment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 01, 2021USD ($) | Jan. 01, 2020USD ($) |
Accounting Policies [Line Items] | |||||||||
Other comprehensive income (loss) | $ 0 | $ 0 | $ 0 | ||||||
Cash deposits included in restricted cash | $ 82,450,000 | 33,826,000 | |||||||
Number of reporting units | ReportableSegment | 3 | ||||||||
Goodwill impairment | $ 0 | 0 | 0 | ||||||
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses | 504,024,000 | ||||||||
Stock offering expenses | $ 1,500,000 | ||||||||
Proceeds from issuance of common stock | $ 569,500,000 | 569,471,000 | |||||||
Common stock, issued | shares | 10,800,000 | ||||||||
Sale of stock, price per share | $ / shares | $ 54.50 | ||||||||
Amortization expense for intangible assets | 6,100,000 | 500,000 | 3,400,000 | ||||||
Operating lease liabilities | 16,481,000 | $ 18,400,000 | |||||||
Operating lease right-of-use assets | 15,359,000 | 17,137,000 | $ 17,400,000 | ||||||
Goodwill | $ 158,817,000 | 78,172,000 | 78,172,000 | $ 158,800,000 | |||||
ASU 2018-15 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||||||||
Capitalized implementation costs | $ 2,700,000 | ||||||||
Topic 842 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | false | ||||||||
ASU 2018-13 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
ASU 2016-13 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
ASU 2019-12 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
ASU 2020-06 | |||||||||
Accounting Policies [Line Items] | |||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | ||||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | ||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | ||||||||
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false] | true | ||||||||
Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Business combination, measurement period | 1 year | ||||||||
Amortization term | 10 years | ||||||||
Minimum | |||||||||
Accounting Policies [Line Items] | |||||||||
Amortization term | 2 years | ||||||||
RA Agreement | |||||||||
Accounting Policies [Line Items] | |||||||||
Common stock, issued | shares | 183,870 | ||||||||
Term for issuance of additional shares of common stock | 4 years | ||||||||
Sale of stock, price per share | $ / shares | $ 11.57 | ||||||||
RA Agreement | Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Issuance of additional shares of common stock | shares | 8,641,914 | ||||||||
0.75% Unsecured Convertible Senior Notes Due 2026 | |||||||||
Accounting Policies [Line Items] | |||||||||
Debt instrument aggregate principal amount | $ 625,000,000 | ||||||||
Debt instrument interest rate | 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 | shares | 24,437,500 | ||||||||
Sale of stock, price per share | $ / shares | $ 22 | ||||||||
Selling, General and Administrative Expenses | |||||||||
Accounting Policies [Line Items] | |||||||||
Advertising expense | $ 125,500,000 | 62,400,000 | 49,900,000 | ||||||
Amortization expense for intangible assets | 1,400,000 | 700,000 | 300,000 | ||||||
Selling, General and Administrative Expenses | Shipping and Handling | |||||||||
Accounting Policies [Line Items] | |||||||||
Shipping and handling expenses | 85,800,000 | 30,300,000 | 14,000,000 | ||||||
Vehicle Floorplan Facilities | Line Of Credit | |||||||||
Accounting Policies [Line Items] | |||||||||
Increased borrowing capacity | 700,000,000 | ||||||||
Preferred Lenders | Cash Deposits | |||||||||
Accounting Policies [Line Items] | |||||||||
Cash deposits included in restricted cash | 30,000,000 | ||||||||
Ecommerce | |||||||||
Accounting Policies [Line Items] | |||||||||
Goodwill | $ 152,876,000 | $ 72,231,000 | $ 72,231,000 | $ 152,900,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 15 years |
Equipment | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 15 years |
Furniture and Fixtures | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Logistics Fleet | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 7 years |
Logistics Fleet | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | Lesser of useful life or lease term |
Internal-use Software | Maximum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 5 years |
Internal-use Software | Minimum | |
Property Plant And Equipment Estimated Useful Lifes [Line Items] | |
Estimated useful lives of assets | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 5 years |
Trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 8 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 8 years |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 9.6 | $ 3.8 |
Cumulative profit sharing payment recognized | $ 17.9 | 11.5 |
Revenue, practical expedient, incremental cost of obtaining contract | true | |
Accrued Expenses | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 5.5 | 1.7 |
Other Long-term Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | 4.1 | 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 | $ 17 | $ 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 | $ 116,568 |
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 | $ 76,740 |
Common stock issued | 38,811 |
Fair value of unvested stock options assumed | 1,017 |
Total | $ 116,568 |
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 |
Business acquisition shares cancelled to satisfy working capital adjustment | 5,673 |
Common Stock | |
Business Acquisition [Line Items] | |
Business acquisition, number of shares issued | 1,066,444 |
Acquisition - Summary of Fair_3
Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 158,817 | $ 158,800 | $ 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 | 80,645 | |||
Current liabilities | (943) | |||
Net assets acquired | $ 116,568 |
Acquisition - Summary of Final
Acquisition - Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful (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 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Vehicles | $ 724,542 | $ 421,458 |
Parts and accessories | 1,842 | 2,189 |
Total inventory | $ 726,384 | $ 423,647 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 22.4 | $ 12.9 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 57,460 | $ 28,426 |
Accumulated depreciation and amortization | (20,418) | (13,334) |
Property and equipment, net | 37,042 | 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 | 2,244 | 1,746 |
Logistics fleet | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 22,810 | 4,303 |
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 | 18,423 | 10,552 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,811 | $ 3,696 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | $ 12,891 | $ 4,598 | $ 6,019 |
Depreciation and amortization expense included within "Cost of sales" | 300 | 100 | 100 |
Amortization expense | 6,100 | 500 | 3,400 |
Selling, General and Administrative Expenses | |||
Property Plant And Equipment [Line Items] | |||
Amortization expense | 1,400 | 700 | 300 |
Property and Equipment, Net | |||
Property Plant And Equipment [Line Items] | |||
Depreciation and amortization | 7,100 | 4,100 | $ 2,800 |
Cloud Computing Arrangements | Other Assets | |||
Property Plant And Equipment [Line Items] | |||
Implementation costs capitalized | 8,100 | 3,600 | |
Implementation costs capitalized, accumulated amortization | $ 2,400 | $ 1,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Activity in Carrying Value of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 78,172 | $ 78,172 |
Change in carrying amount | 0 | |
Acquisition | 80,645 | |
Ending Balance | 158,817 | 78,172 |
Ecommerce | ||
Goodwill [Line Items] | ||
Beginning Balance | 72,231 | 72,231 |
Change in carrying amount | 0 | |
Acquisition | 80,645 | |
Ending Balance | 152,876 | 72,231 |
Wholesale | ||
Goodwill [Line Items] | ||
Beginning Balance | 1,720 | 1,720 |
Change in carrying amount | 0 | |
Ending Balance | 1,720 | 1,720 |
TDA | ||
Goodwill [Line Items] | ||
Beginning Balance | 4,221 | 4,221 |
Change in carrying amount | 0 | |
Ending Balance | $ 4,221 | $ 4,221 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 34,592 | $ 292 |
Accumulated Amortization | (6,385) | (258) |
Carrying Value | 28,207 | 34 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 25,700 | |
Accumulated Amortization | (5,043) | |
Carrying Value | 20,657 | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5,240 | 40 |
Accumulated Amortization | (673) | (27) |
Carrying Value | 4,567 | 13 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,400 | |
Accumulated Amortization | (417) | |
Carrying Value | 2,983 | |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 252 | 252 |
Accumulated Amortization | $ (252) | (231) |
Carrying Value | $ 21 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for intangible assets | $ 6,100,000 | $ 500,000 | $ 3,400,000 |
Accumulated impairment charges | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 6,220 | |
2023 | 6,215 | |
2024 | 6,215 | |
2025 | 6,215 | |
2026 | 1,172 | |
Thereafter | 2,170 | |
Carrying Value | $ 28,207 | $ 34 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued marketing expenses | $ 17,546 | $ 9,106 |
Vehicle related expenses | 36,459 | 13,062 |
Sales taxes | 39,163 | 15,443 |
Accrued compensation and benefits | 16,150 | 5,749 |
Accrued professional services | 4,225 | 4,890 |
Other | 7,965 | 11,155 |
Total accrued expenses | $ 121,508 | $ 59,405 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Vehicle payable | $ 30,647 | $ 25,086 |
Reserve for estimated returns | 26,522 | 5,058 |
Other | 435 | 131 |
Total other current liabilities | $ 57,604 | $ 30,275 |
Vehicle Floorplan Facilities -
Vehicle Floorplan Facilities - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | |
Line Of Credit Facility [Line Items] | |||||||
Cash deposits included in restricted cash | $ 82,450,000 | $ 82,450,000 | $ 33,826,000 | ||||
2020 Vehicle Floorplan Facility | Cash Deposits | |||||||
Line Of Credit Facility [Line Items] | |||||||
Cash deposits included in restricted cash | 50,600,000 | 50,600,000 | 31,600,000 | ||||
Vehicle Floorplan Facilities | |||||||
Line Of Credit Facility [Line Items] | |||||||
Outstanding borrowings | $ 512,800,000 | 512,800,000 | 329,200,000 | ||||
Interest expense | $ 17,700,000 | $ 9,700,000 | $ 10,400,000 | ||||
Weighted average interest rate | 4.30% | 4.30% | 4.39% | ||||
Debt instrument, covenant compliance | As of December 31, 2021 and 2020, the Company was in compliance with all covenants related to the vehicle floorplan facilities. | ||||||
Vehicle Floorplan Facilities | Credit Balance Agreements | |||||||
Line Of Credit Facility [Line Items] | |||||||
Interest credits earned | $ 10,100,000 | $ 5,400,000 | $ 5,100,000 | ||||
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 700,000,000 | $ 700,000,000 | $ 450,000,000 | ||||
Line of credit facility, description | The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. | ||||||
Line of credit facility, current borrowing capacity | 700,000,000 | $ 700,000,000 | |||||
Line of credit facility, unutilized borrowing capacity | $ 187,200,000 | $ 187,200,000 | |||||
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% | ||||||
Availability fee payable each quarter on average unused capacity from prior quarter floorplan allowance percentage | 50.00% | ||||||
Debt instrument covenant to maintain principal balance outstanding | 10.00% | ||||||
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | LIBOR Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Period of LIBOR measurement | 1 month | ||||||
Basis points | 4.25% | ||||||
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | Prime Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Basis points | 1.05% | ||||||
Ally Bank and Ally Financial | Line Of Credit | Amended 2020 Vehicle Floorplan Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility expiration date | Sep. 30, 2022 | ||||||
Subsequent Event | Ally Bank and Ally Financial | Line Of Credit | Amended 2020 Vehicle Floorplan Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Line of credit facility expiration date | Mar. 31, 2023 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | Jun. 18, 2021USD ($)d$ / sharesshares | Dec. 31, 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 | $ 610,618,000 | |
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 | $ 608,900,000 | |
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 | $ 14,400,000 | |
Net carrying value of debt | 610,600,000 | |
Interest expense | $ 4,300,000 | |
Effective interest rate | 1.30% | |
0.75% Unsecured Convertible Senior Notes Due 2026 | Level 2 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of notes | $ 386,100,000 | |
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 | d | 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 | d | 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 | d | 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 | d | 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 | d | 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 | Dec. 31, 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 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | |||
Operating leases weighted-average remaining lease term | 2 years 8 months 12 days | 3 years 6 months | |
Operating leases discount rate | 3.40% | 3.40% | |
Rent expense | $ 7.2 | ||
Real Estate | |||
Lessee Lease Description [Line Items] | |||
Options to renew leases | true | ||
Options to extend leases, description | Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities. | ||
Minimum [Member] | Real Estate | |||
Lessee Lease Description [Line Items] | |||
Leases terms | 6 months | ||
Leases renewal term | 1 year | ||
Maximum | Real Estate | |||
Lessee Lease Description [Line Items] | |||
Leases terms | 8 years | ||
Leases renewal term | 5 years |
Leases - Summary of Lease Costs
Leases - Summary of Lease Costs and Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease Cost | ||
Operating lease cost | $ 6,919 | $ 5,503 |
Short-term lease cost | 1,660 | 350 |
Variable lease cost | 2,921 | 1,915 |
Sublease income | (196) | (445) |
Net lease cost | 11,304 | 7,323 |
Operating cash flows from operating leases | 6,806 | 5,524 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,599 | $ 4,600 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2020 |
Leases [Abstract] | |||
2022 | $ 7,294 | ||
2023 | 5,404 | ||
2024 | 3,505 | ||
2025 | 1,034 | ||
2026 | 12 | ||
Total lease payments | 17,249 | ||
Less: interest | (768) | ||
Present value of lease liabilities | 16,481 | $ 18,400 | |
Operating lease liabilities, current | 6,889 | $ 6,052 | |
Operating Lease Liability Noncurrent | 9,592 | $ 12,093 | |
Total operating lease liabilities | $ 16,481 | $ 18,400 |
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 ($)shares | Jun. 30, 2020 | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jun. 23, 2020shares | Aug. 31, 2017$ / sharesshares | Nov. 30, 2014$ / 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 | $ 227,502 | ||||||||
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 ($) | May 28, 2020 | Apr. 30, 2021 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 0 | |||||
Aggregate intrinsic value of options exercised | 48,200,000 | |||||
Aggregate intrinsic value of options outstanding | 26,100,000 | |||||
Aggregate intrinsic value of options exercisable | $ 20,000,000 | |||||
Granted, Shares | 794,833 | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 2,200,000 | $ 2,200,000 | $ 2,600,000 | |||
Unrecognized stock-based compensation expense | $ 2,500,000 | $ 3,500,000 | ||||
Unrecognized stock-based compensation weighted-average period | 1 year 8 months 12 days | 2 years 2 months 12 days | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 11,200,000 | $ 10,900,000 | $ 100,000 | |||
Unrecognized stock-based compensation expense | $ 21,700,000 | $ 15,400,000 | ||||
Unrecognized stock-based compensation weighted-average period | 2 years 1 month 6 days | 1 year 9 months 18 days | ||||
Award acceleration period | 12 months | |||||
RSUs | Chief Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, Shares | 48,881 | 367,782 | ||||
2020 Incentive Award Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for future issuance | 2,777,619 | |||||
2020 Incentive Award Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized for issuance | 3,019,108 | |||||
Percentage annual increase in shares available for issuance as award in each year beginning | 4.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares, Outstanding, Beginning balance | 5,617,568 | |
Shares, Granted | 72,578 | |
Shares, Exercised | (1,409,004) | |
Shares, Forfeited / cancelled | (204,600) | |
Shares, Outstanding, Ending balance | 4,076,542 | 5,617,568 |
Shares, Vested and exercisable | 2,964,534 | 3,449,606 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 4.35 | |
Weighted Average Exercise Price, Granted | 4.97 | |
Weighted Average Exercise Price, Exercised | 4.09 | |
Weighted Average Exercise Price, Forfeited / cancelled | 5.73 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 4.39 | $ 4.35 |
Weighted Average Exercise Price, Vested and exercisable | $ 4.04 | $ 3.83 |
Weighted Average Remaining Contractual Life, Outstanding | 6 years 2 months 26 days | 7 years 3 months 29 days |
Weighted Average Remaining Contractual Life, Vested and exercisable | 5 years 9 months 21 days | 6 years 8 months 26 days |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Activity for Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares, Unvested and outstanding, Beginning balance | shares | 2,235,442 |
Shares, Granted | shares | 794,833 |
Shares, Vested | shares | (573,474) |
Shares, Forfeited / cancelled | shares | (186,988) |
Shares, Unvested and outstanding, Ending balance | shares | 2,269,813 |
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Beginning balance | $ / shares | $ 11.46 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 34.65 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 12.53 |
Weighted Average Grant Date Fair Value per Share, Forfeited / cancelled | $ / shares | 20.24 |
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Ending balance | $ / shares | $ 24.69 |
Financial Instruments and Fai_3
Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 751,781 | $ 814,681 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 601,807 | 814,681 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 149,974 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 601,807 | 814,681 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 601,807 | $ 814,681 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 149,974 | |
Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 149,974 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 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 Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | $ 3,184,255 | $ 1,357,700 | $ 1,191,821 | ||
Gross profit | 202,099 | 71,545 | 57,859 | ||
Ecommerce | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 2,442,369 | 915,451 | 588,114 | ||
Gross profit | 164,746 | 60,861 | 32,127 | ||
Wholesale | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 498,981 | 245,580 | 213,464 | ||
Gross profit | 18,120 | (1,432) | 340 | ||
TDA | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 229,872 | 195,295 | 388,504 | ||
Gross profit | 11,907 | 11,677 | 24,661 | ||
All Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues from external customers | 13,033 | 1,374 | [1] | 1,739 | [1] |
Gross profit | $ 7,326 | $ 439 | [1] | $ 731 | [1] |
[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 with current year presentation. |
Segment Information - Schedule
Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Reconciliation to consolidated total revenue | |||||
Total revenue | $ 3,184,255 | $ 1,357,700 | $ 1,191,821 | ||
Reconciliation to consolidated loss before provision for income taxes | |||||
Gross Profit | 202,099 | 71,545 | 57,859 | ||
Selling, general and administrative expenses | 547,823 | 245,546 | 184,988 | ||
Depreciation and amortization | 12,891 | 4,598 | 6,019 | ||
Interest expense | 21,948 | 9,656 | 14,596 | ||
Interest income | (10,341) | (5,896) | (5,607) | ||
Revaluation of preferred stock warrant | 20,470 | 769 | |||
Other income, net | (65) | (114) | (96) | ||
Loss before provision for income taxes | (370,157) | (202,715) | (142,810) | ||
All Other | |||||
Reconciliation to consolidated total revenue | |||||
Total revenue | 13,033 | 1,374 | [1] | 1,739 | [1] |
Reconciliation to consolidated loss before provision for income taxes | |||||
Gross Profit | 7,326 | 439 | [1] | 731 | [1] |
Reportable Segments | |||||
Reconciliation to consolidated total revenue | |||||
Total revenue | 3,171,222 | 1,356,326 | 1,190,082 | ||
Reconciliation to consolidated loss before provision for income taxes | |||||
Gross Profit | $ 194,773 | $ 71,106 | $ 57,128 | ||
[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 with current year presentation. |
Income Taxes - Schedule of Dome
Income Taxes - Schedule of Domestic and Foreign Pretax Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (370,640) | $ (202,715) | $ (142,810) |
Foreign | 483 | 0 | 0 |
Loss before provision for income taxes | $ (370,157) | $ (202,715) | $ (142,810) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State and local | 679 | 84 | 168 |
Foreign | 75 | 0 | 0 |
Total current tax expense | 754 | 84 | 168 |
Deferred tax (benefit): | |||
Federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred tax (benefit) | 0 | 0 | 0 |
Provision for income taxes | $ 754 | $ 84 | $ 168 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Jan. 07, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes [Line Items] | ||||
Effective tax rate | (0.20%) | (0.04%) | (0.12%) | |
Valuation allowance | $ 216,017,000 | $ 121,859,000 | ||
Uncertain tax positions | 0 | $ 0 | ||
Interest accrued in relation to uncertain tax positions | 0 | |||
Penalties accrued in relation to uncertain tax positions | 0 | |||
Vast Holdings, Inc. (“d/b/a CarStory”) | ||||
Income Taxes [Line Items] | ||||
Business acquisition, date of acquisition | Jan. 7, 2021 | |||
Domestic Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 893,400,000 | |||
Operating loss carryforwards earliest expiration year | 2028 | |||
Operating loss carryforwards latest expiration year | 2042 | |||
Net operating loss carryforwards expiring in indefinite period for tax purposes | $ 728,200,000 | |||
Domestic Tax Authority | Tax Period Expire from 2028 through 2042 | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 165,200,000 | |||
State and Local Jurisdiction | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforwards earliest expiration year | 2034 | |||
Operating loss carryforwards latest expiration year | 2040 | |||
State and Local Jurisdiction | Tax Period Expire from 2034 through 2040 | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards for tax purposes | $ 237,800,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at statutory rate | $ (77,733) | $ (42,570) | $ (29,990) |
State income taxes, net of federal benefit | (8,251) | (5,417) | (1,096) |
Foreign Rate Differential | (26) | 0 | 0 |
Permanent differences | (4,800) | 1,264 | 772 |
Change in valuation allowance | 94,158 | 46,901 | 30,051 |
Other | (2,594) | (94) | 431 |
Provision for income taxes | $ 754 | $ 84 | $ 168 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 203,170 | $ 102,252 |
Inventory reserves | 12,278 | 12,409 |
Stock-based compensation | 3,617 | 3,119 |
Accrued Expense | 75 | 1,456 |
Right of Use Asset | 3,821 | 4,175 |
Allowance for Doubtful Accounts | 2,592 | 1,809 |
Other | 1,905 | 836 |
Total deferred tax assets | 227,458 | 126,056 |
Less: valuation allowance | (216,017) | (121,859) |
Net deferred tax assets | 11,441 | 4,197 |
Deferred tax liabilities: | ||
Intangible amortization | (6,793) | (225) |
Depreciation | (1,088) | (29) |
Lease Liability | (3,560) | (3,943) |
Net deferred tax liabilities | (11,441) | (4,197) |
Net deferred income taxes | $ 0 | $ 0 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share Basic And Diluted [Abstract] | |||
Net loss | $ (370,911) | $ (202,799) | $ (142,978) |
Accretion of redeemable convertible preferred stock | (132,750) | ||
Net loss attributable to common stockholders | $ (370,911) | $ (202,799) | $ (275,728) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted | 136,429,791 | 73,345,569 | 8,605,962 |
Net loss per share attributable to common stockholders, basic and diluted | $ (2.72) | $ (2.76) | $ (32.04) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 17,088,414 | 7,485,228 | 93,497,146 |
Redeemable Convertible Preferred Stock | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 83,568,628 | ||
Warrants | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 161,136 | ||
Stock Options | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 4,076,542 | 5,617,568 | 6,110,000 |
Restricted Stock Units | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 1,853,150 | 1,867,660 | 408,000 |
Restricted Stock Awards | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 3,249,382 | ||
Convertible Senior Notes | |||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 11,158,722 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2019 | Jul. 31, 2015 | Dec. 31, 2019 | |
Management Services Agreement | Catterton Management L.L.C | |||
Related Party Transaction [Line Items] | |||
Payment of expenses | $ 0.3 | ||
Management Services Agreement | Catterton Management L.L.C | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding capital stock | 5.00% | ||
Vendor Agreement | Auto Nation, Inc | |||
Related Party Transaction [Line Items] | |||
Payment of expenses | $ 1.1 | ||
Termination period | 2020-02 | ||
Vendor Agreement | Auto Nation, Inc | Minimum | |||
Related Party Transaction [Line Items] | |||
Percentage of outstanding capital stock | 5.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 01, 2022 | Feb. 28, 2022 |
Unitas Holdings Corp. | ||
Subsequent Event [Line Items] | ||
Business acquisition acquire percentage | 100.00% | |
UACC | ||
Subsequent Event [Line Items] | ||
Cash purchase price | $ 300 | |
Securitization transaction | $ 318.5 | |
Percentage of vertical risk retention interest in each class of notes and certificates | 5.00% |