0001564590-21-010584 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Dec. 31, 2020	Mar. 01, 2021	Jun. 30, 2020
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Trading Symbol	VRM
Entity Registrant Name	VROOM, INC.
Entity Central Index Key	0001580864
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity File Number	001-39315
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	1375 Broadway
Entity Address, Address Line Two	Floor 11
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	855
Local Phone Number	524-1300
Document Annual Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		135,599,684
Entity Public Float			$ 4.8
ICFR Auditor Attestation Flag	false
Documents Incorporated by Reference	The information required to be furnished pursuant to Part III of this Annual Report on Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the annual meeting of stockholders which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2020.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents	$ 1,056,213	$ 217,734
Restricted cash	33,826	1,853
Accounts receivable, net of allowance of $2,803 and $789, respectively	60,576	30,848
Inventory	423,647	205,746
Prepaid expenses and other current assets	23,617	9,149
Total current assets	1,597,879	465,330
Property and equipment, net	15,092	7,828
Goodwill	78,172	78,172
Operating lease right-of-use assets	17,137
Other assets	15,776	12,057
Total assets	1,724,056	563,387
Current Liabilities:
Accounts payable	32,925	18,987
Accrued expenses	59,405	38,491
Vehicle floorplan	329,231	173,461
Deferred revenue	24,822	17,323
Operating lease liabilities, current	6,052
Other current liabilities	30,275	11,572
Total current liabilities	482,710	259,834
Operating lease liabilities, excluding current portion	12,093
Other long-term liabilities	2,151	3,073
Total liabilities	496,954	262,907
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock, $0.001 par value; 10,000,000 and 86,123,364 shares authorized as of December 31, 2020 and 2019, respectively; zero and 83,568,628 shares issued and outstanding as of December 31, 2020 and 2019, respectively		874,332
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 500,000,000 and 113,443,854 shares authorized as of December 31, 2020 and 2019, respectively; 134,043,969 and 8,650,922 shares issued and outstanding as of December 31, 2020 and 2019, respectively	132	8
Additional paid-in-capital	2,004,841
Accumulated deficit	(777,871)	(573,860)
Total stockholders’ equity (deficit)	1,227,102	(573,852)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	$ 1,724,056	$ 563,387

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 2,803	$ 789
Redeemable convertible preferred stock, par value	$ 0.001	$ 0.001
Redeemable convertible preferred stock, shares authorized	10,000,000	86,123,364
Redeemable convertible preferred stock, shares issued	0	83,568,628
Redeemable convertible preferred stock, shares outstanding	0	83,568,628
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	113,443,854
Common stock, shares issued	134,043,969	8,650,922
Common stock, shares outstanding	134,043,969	8,650,922

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue:
Total revenue	$ 1,357,700	$ 1,191,821	$ 855,429
Cost of sales	1,286,155	1,133,962	794,622
Total gross profit	71,545	57,859	60,807
Selling, general and administrative expenses	245,546	184,988	133,842
Depreciation and amortization	4,598	6,019	6,857
Loss from operations	(178,599)	(133,148)	(79,892)
Interest expense	9,656	14,596	8,513
Interest income	(5,896)	(5,607)	(3,135)
Revaluation of preferred stock warrant	20,470	769	174
Other income, net	(114)	(96)	(495)
Loss before provision for income taxes	(202,715)	(142,810)	(84,949)
Provision for income taxes	84	168	229
Net loss	(202,799)	(142,978)	(85,178)
Accretion of redeemable convertible preferred stock		(132,750)	(13,036)
Net loss attributable to common stockholders	$ (202,799)	$ (275,728)	$ (98,214)
Net loss per share attributable to common stockholders, basic and diluted	$ (2.76)	$ (32.04)	$ (11.50)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	73,345,569	8,605,962	8,540,778
Retail vehicle, net
Revenue:
Total revenue	$ 1,072,551	$ 952,910	$ 656,928
Wholesale vehicle
Revenue:
Total revenue	245,580	213,464	174,514
Product, net
Revenue:
Total revenue	38,195	23,708	19,653
Other
Revenue:
Total revenue	$ 1,374	$ 1,739	$ 4,334

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	IPO	Follow-On Public Offering	Redeemable Convertible Preferred Stock	Common Stock	Common Stock Restricted Stock Units	Common Stock IPO	Common Stock Follow-On Public Offering	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital Follow-On Public Offering	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment
Temporary Equity, Balance at Dec. 31, 2017					$ 360,165
Temporary Equity, Balance, shares at Dec. 31, 2017					50,545,260
Balance at Dec. 31, 2017	$ (201,499)	$ 1,658				$ 8							$ (201,507)	$ 1,658
Balance (in shares) at Dec. 31, 2017						8,522,110
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201409Member
Stock-based compensation	$ 1,158									$ 1,158
Exercise of stock options	31									31
Exercise of stock options (in shares)						12,502
Vesting of restricted stock awards/units (in shares)						36,774
Issuance of Series G redeemable convertible preferred stock, net of issuance costs					$ 145,899
Issuance of Series G redeemable convertible preferred stock, net of issuance costs, shares					16,280,040
Accretion of redeemable convertible preferred stock	(13,036)									(1,189)			(11,847)
Temporary equity, Accretion of redeemable convertible preferred stock					$ 13,036
Net loss	(85,178)												(85,178)
Temporary Equity, Balance at Dec. 31, 2018					$ 519,100
Temporary Equity, Balance, shares at Dec. 31, 2018					66,825,300
Balance at Dec. 31, 2018	(296,866)					$ 8							(296,874)
Balance (in shares) at Dec. 31, 2018						8,571,386
Stock-based compensation	2,756									2,756
Exercise of stock options	466									466
Exercise of stock options (in shares)						135,950
Vesting of restricted stock awards/units	1,344									1,344
Vesting of restricted stock awards/units (in shares)						623,832
Repurchase of common stock	(5,824)									(4,566)			(1,258)
Repurchase of common stock (in shares)						(680,246)
Issuance of Series H redeemable convertible preferred stock, net of issuance costs					$ 222,482
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares					16,743,328
Accretion of redeemable convertible preferred stock	(132,750)												(132,750)
Temporary equity, Accretion of redeemable convertible preferred stock	132,800				$ 132,750
Net loss	(142,978)												(142,978)
Temporary Equity, Balance at Dec. 31, 2019	$ 874,332				$ 874,332
Temporary Equity, Balance, shares at Dec. 31, 2019	83,568,628				83,568,628
Balance at Dec. 31, 2019	$ (573,852)					$ 8							(573,860)
Balance (in shares) at Dec. 31, 2019						8,650,922
Issuance of common stock, net of offering costs	2,127		$ 496,510	$ 567,952				$ 24	$ 11	2,127	$ 496,486	$ 567,941
Issuance of common stock, net of offering costs (in shares)						183,870		24,437,500	10,800,000
Conversion of redeemable convertible preferred stock to common stock	901,046					$ 86				900,960
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares)					(85,533,394)
Temporary equity, Conversion of redeemable convertible preferred stock to common stock					$ (901,046)
Conversion of redeemable convertible preferred stock to common stock (in shares)						85,533,394
Conversion of redeemable convertible preferred stock warrant to common stock warrant	21,873									21,873
Stock-based compensation	13,254									13,254
Exercise of stock options	$ 2,341					$ 1				2,340
Exercise of stock options (in shares)	598,406					598,406
Exercise of common stock warrants (in shares)						636,112
Vesting of restricted stock awards/units	$ 3,383					$ 2				3,381
Vesting of restricted stock awards/units (in shares)						3,249,346	237,334
Repurchase of common stock	(1,818)									(606)			(1,212)
Repurchase of common stock (in shares)						(200,000)
Issuance of Series H redeemable convertible preferred stock, net of issuance costs					$ 26,714
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares					1,964,766
Common stock shares withheld to satisfy employee tax withholding obligations	(2,915)									(2,915)
Common stock shares withheld to satisfy employee tax withholding obligations (in shares)						(82,915)
Net loss	$ (202,799)												(202,799)
Temporary Equity, Balance, shares at Dec. 31, 2020	0
Balance at Dec. 31, 2020	$ 1,227,102					$ 132				$ 2,004,841			$ (777,871)
Balance (in shares) at Dec. 31, 2020						134,043,969

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net loss	$ (202,799)	$ (142,978)	$ (85,178)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,654	6,157	6,932
Amortization of debt issuance costs	938	357	279
Loss on extinguishment of debt		1,031
Stock-based compensation expense	13,254	2,756	1,158
Loss on disposal of property and equipment	46	789	3,198
Provision for inventory obsolescence	6,588	2,682	(1,069)
Revaluation of preferred stock warrant	20,470	769	174
Other	2,329	789
Changes in operating assets and liabilities:
Accounts receivable	(32,068)	(18,430)	9,049
Inventory	(224,489)	(92,877)	11,902
Prepaid expenses and other current assets	(9,117)	(3,935)	(2,916)
Other assets	(4,556)	(3,487)	(3,105)
Accounts payable	14,066	4,035	(6,527)
Accrued expenses	28,431	10,131	6,291
Deferred revenue	7,499	10,902	860
Other liabilities	19,500	5,673	(5,959)
Net cash used in operating activities	(355,254)	(215,636)	(64,911)
Investing activities
Purchase of property and equipment	(11,329)	(3,528)	(2,062)
Proceeds from the sale of property and equipment			14,850
Net cash (used in) provided by investing activities	(11,329)	(3,528)	12,788
Financing activities
Repayments of long-term debt		(25,000)	(5,506)
Payments of debt extinguishment costs		(685)
Proceeds from vehicle floorplan	1,242,736	992,179	648,309
Repayments of vehicle floorplan	(1,086,966)	(914,200)	(656,194)
Payment of vehicle floorplan upfront commitment fees	(2,906)
Proceeds from the issuance of redeemable convertible preferred stock, net	21,694	227,502	145,899
Repurchase of common stock	(1,818)	(5,824)
Common stock shares withheld to satisfy employee tax withholding obligations	(2,915)
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount	504,024
Payments of costs related to IPO	(6,791)	(723)
Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount	569,471
Payments of costs related to follow-on public offering	(1,519)
Proceeds from exercise of stock options	2,341	1,810	31
Other financing activities	(316)	183	(164)
Net cash provided by financing activities	1,237,035	275,242	132,375
Net increase in cash, cash equivalents and restricted cash	870,452	56,078	80,252
Cash, cash equivalents and restricted cash at the beginning of period	219,587	163,509	83,257
Cash, cash equivalents and restricted cash at the end of period	1,090,039	219,587	163,509
Supplemental disclosure of cash flow information:
Cash paid for interest	8,540	12,607	7,743
Cash paid for income taxes	163	157	212
Supplemental disclosure of non-cash investing and financing activities:
Accretion of redeemable convertible preferred stock		132,750	$ 13,036
Series H preferred stock issuance costs included in accrued expenses		5,020
Conversion of redeemable convertible preferred stock warrant to common stock warrant	21,873
Issuance of common stock as upfront payment to nonemployee	2,127
Accrued property and equipment expenditures	$ 97	200
IPO
Supplemental disclosure of non-cash investing and financing activities:
Costs related to IPO included in accrued expenses and accounts payable		$ 1,703

Description of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2020

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

Description of Business and Organization

Vroom, Inc., and its wholly owned subsidiaries (collectively, “the Company”) is an innovative, end-to-end ecommerce platform that is transforming the used vehicle industry by offering a better way to buy and a better way to sell used vehicles.

In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/a Texas Direct Auto and Vroom). The acquisition included the Company's proprietary vehicle reconditioning center, the Texas Direct Auto ("TDA") dealership, and Sell Us Your Car® centers. Left Gate Property Holding, LLC was renamed Vroom Automotive, LLC in March 2021, and is the primary operating entity for the Company's purchases and sales of used vehicles.

The Company currently is organized into three reportable segments: Ecommerce, Wholesale, and TDA. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales.

The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc.

Stock Split

In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented.

Initial Public Offering

The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 11 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO.

Follow-on Public Offering

The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $54.50 per share. The Company received proceeds of $569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $1.5 million.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates.

Beginning in the first quarter of 2020, the COVID-19 pandemic negatively impacted, and may continue to negatively impact, the macroeconomic environment in the United States and globally, as well as the Company’s business, financial condition and results of operations. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face.

Comprehensive Loss

The Company did not have any other comprehensive income or loss for the years ended December 31, 2020, 2019, and 2018. Accordingly, net loss and comprehensive loss are the same for the periods presented.

Revenue Recognition

Revenue consists of retail used vehicle sales, wholesale used vehicle sales, fees earned on sales of value-added products to customers in connection with vehicles sales, and other revenues. Refer to Note 3 – Revenue Recognition for a discussion of the Company’s significant accounting policies related to revenue recognition.

Cost of sales

Cost of sales primarily includes the cost to acquire used vehicles, inbound transportation costs and direct and indirect reconditioning costs associated with preparing vehicles for resale. Reconditioning costs include parts, labor and third-party reconditioning costs directly attributable to the vehicle and allocated overhead costs. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value.

Cash and Cash Equivalents

Cash and cash equivalents include cash deposits at financial institutions and highly liquid investments with original maturities of three months or less. Outstanding checks that are in excess of the cash balances at certain financial institutions are included in “Accounts payable” in the consolidated balance sheets and changes in these amounts are reflected in operating cash flows in the consolidated statements of cash flows.

Restricted Cash

Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 9 – Commitments and Contingencies. As of December 31, 2020, restricted cash also includes a $31.6 million cash deposit required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 8 – Vehicle Floorplan Facilities.

Accounts Receivable, Net

Accounts receivable, net of an allowance for doubtful accounts, includes amounts due from customers and from third-party financial institutions related to vehicle purchases. The allowance for doubtful accounts is estimated based upon historical experience, age of the balances, current economic conditions and other factors and is evaluated as of each reporting date. Increases and decreases in the allowance for doubtful accounts are recorded in “Selling, general and administrative expenses” in the consolidated statements of operations.

Inventory

Inventory consists primarily of used vehicles and parts and accessories and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. The Company recognizes any necessary adjustments to reflect inventory at the lower of cost or net realizable value through adjustments to “Cost of sales” in the consolidated statements of operations.

Property and Equipment, Net

Property and equipment are recorded at cost less accumulated depreciation and amortization. Charges for repairs and maintenance that do not improve or extend the life of the respective assets are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are written off and any resulting gains or losses are recorded during the period.

Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets:


Equipment	3 to 15 years
Furniture and fixtures	3 to 15 years
Company Vehicles	5 to 7 years
Leasehold improvements	Lesser of useful life or lease term
Internal-use software	3 to 5 years

The Company capitalizes direct costs of materials and services utilized in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred.

Goodwill

Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist.

The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test.

No goodwill impairment was determined to exist for the years ended December 31, 2020, 2019, and 2018.

In connection with its annual goodwill impairment test as of October 1, 2020, the Company performed qualitative impairment assessments for each of its reporting units. The results of the qualitative assessments indicated that it was not more likely than not that the fair value of the reporting units were less than the carrying values.

Deferred Offering Costs

Deferred offering costs, including legal, accounting and other fees and costs relating to the Company’s IPO and Follow-on Public Offering, are capitalized and included within “Other assets” in the consolidated balance sheets. The deferred offering costs were offset against the IPO proceeds within equity upon the closing of the IPO and Follow-on Public Offering. As of December 31, 2020 and 2019, there were $0.0 million and $2.4 million, respectively, of capitalized deferred offering costs included within “Other assets.”

Vehicle Floorplan

The vehicle floorplan payable (the “Vehicle Floorplan Facility”) reflects amounts borrowed to finance the purchase of specific vehicle inventories. Portions of the Vehicle Floorplan Facility are settled on a daily basis depending on the Company’s sales and purchasing activity. The Vehicle Floorplan Facility is collateralized by vehicle inventories and certain other assets of the Company. Borrowings and repayments are presented separately and classified as financing activities within the consolidated statements of cash flows.

Income Taxes

The Company accounts for income taxes under the asset and liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as for operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the Company expects to recover or settle those temporary differences. The Company recognizes the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. The Company reduces the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is “more-likely-than-not” that the Company will not realize some or all of the deferred tax asset. The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more likely than not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense.

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of its stock-based awards. Estimating the fair value of stock-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, the expected life of the options, stock price volatility, which is determined based on the historical volatilities of several publicly listed peer companies as the Company has only a short trading history for its common stock, the risk-free interest rate and expected dividends. The assumptions used in the Company’s Black-Scholes option-pricing model represent management’s best estimates and involve a number of variables, uncertainties and assumptions and the application of management’s judgment, as they are inherently subjective.

Advertising

Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $62.4 million, $49.9 million, and $25.6 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Shipping and Handling

The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $30.3 million, $14.0 million, and $6.4 million for the years ended December 31, 2020, 2019, and 2018, respectively.

Concentration of Credit Risk and Significant Customers

The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid US treasury securities. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base.

For the years ended December 31, 2020, 2019, and 2018, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2020 and 2019.

Liquidity

The Company has had negative cash flows and losses from operations since inception which it has funded primarily through issuances of common and preferred stock. The Company has historically funded vehicle inventory purchases through a vehicle floorplan facility. As further discussed in Note 8 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity up to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022.

Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Under the two-class method, net loss is attributed to common stockholders and participating securities based on their participation rights. The Company considers all series of its redeemable convertible preferred stock to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of the Company’s redeemable convertible preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For periods in which the Company reports net losses, diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The accretion of the Company’s redeemable convertible preferred stock (refer to Note 11) for the years ended December 31, 2019 and 2018 has been presented as an increase to net loss to determine net loss attributable to common stockholders.

Nonemployee Share-Based Payments

On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during 2021 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform.

The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation, 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 May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), which amends the guidance on revenue recognition. Under the new standard, revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive in exchange for those goods and services. The principles in the standard are applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB also subsequently issued several amendments to the standard to clarify the guidance.

The Company adopted Topic 606 as of January 1, 2018 utilizing the modified retrospective approach applied only to contracts not completed as of the date of adoption. The Company recognized a net decrease to accumulated deficit of $1.7 million as January 1, 2018 due to the cumulative effect of adopting Topic 606.

The cumulative effect adjustment primarily resulted from a change in revenue recognition for sales of vehicle service contracts which are provided by a third-party and are sold by the Company on a commission basis. For these products, the Company is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service contracts once a required claims period has passed. The Company previously recognized this revenue at each reporting date based on the performance of the vehicle service contracts at such date. Under Topic 606, profit sharing revenues are recognized earlier because they represent variable consideration which the Company estimates and recognizes at the time the vehicle services are sold to the end-customer.

Topic 606 also requires the Company to make additional disclosures about the amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Refer to Note 3—Revenue Recognition for further information on the Company’s revenue recognition accounting policies.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“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. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet as of December 31, 2019 and are amortized over the terms of the arrangements, which range between 2 and 5 years. Total amortization expense for the year ended December 31, 2019 was $0.3 million.

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. Leases are classified as either operating or finance, with classification affecting the pattern of expense recognition in the statement of operations. The FASB also subsequently issued amendments to the standard to provide additional practical expedients and an additional transition method option.

The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit.

Topic 842 provides various optional practical expedients for transition. The Company elected to utilize the package of practical expedients for transition which permitted the Company to not reassess its prior conclusions regarding whether a contract is or contains a lease, lease classification and initial direct costs. The Company did not elect the hindsight practical expedient to determine lease terms.

Topic 842 also provides optional practical expedients for an entity’s ongoing lease accounting. The Company elected the short-term lease recognition exemption for all leases that qualify and the practical expedient to not separate lease and non-lease components of leases.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, 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 not 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 not have a material impact on the Company’s consolidated financial statements and related disclosures.

Accounting Standards Issued But Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, 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 guidance will be effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The adoption of ASU 2019-12 will not result in a material change to the Company’s consolidated financial statements and related disclosures.

Revenue Recognition

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales.

The Company’s revenue is disaggregated within the consolidated statements of operations and is generated from customers throughout the United States. The Company recognizes revenue at a point in time as described below.

Retail Vehicle Revenue

The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers.

The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up of used vehicles are recorded as “Deferred revenue” within the consolidated balance sheets.

The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.”

Wholesale Vehicle Revenue

The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in direct-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. The transaction price is typically due and collected within a short period of time following the vehicle sales.

Product Revenue

The Company’s product revenue consists of fees earned on selling vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage. The Company sells these products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale.

Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale.

A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2020 and 2019, the Company’s reserve for chargebacks was $3.8 million and $3.3 million, respectively, of which $1.7 million and $1.8 million, respectively, are included within “Accrued expenses” and $2.1 million and $1.5 million, respectively, are included in “Other long-term liabilities.”

The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2020 and 2019, the Company recognized $11.5 million and $6.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.8 million and $0.3 million, respectively, are included within “Prepaid expenses and other current assets” and $10.7 million and $6.6 million, respectively, are included within “Other assets.”

Other Revenue

Other revenue primarily consists of labor and parts revenue earned by the Company for vehicle repair services at TDA.

Contract Costs

The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130554-203045

+ Details

Inventory

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Inventory

4. Inventory

Inventory consisted of the following (in thousands):

	December 31,
	2020		2019
Vehicles	$	421,458	$	203,290
Parts and accessories		2,189		2,456
Total inventory	$	423,647	$	205,746

As of December 31, 2020 and 2019, “Inventory” includes an adjustment of $12.9 million and $6.3 million, respectively, to record the balances at the lower of cost or net realizable value.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

	December 31,
	2020			2019
Equipment	$	1,061		$	930
Furniture and fixtures		1,746			1,725
Company vehicles		5,002			1,151
Leasehold improvements		7,068			6,556
Internal-use software		10,552			4,406
Other		2,997			2,580
		28,426			17,348
Accumulated depreciation and amortization		(13,334	)		(9,520	)
Property and equipment, net	$	15,092		$	7,828

Depreciation and amortization expense was $4.1 million, $2.8 million, and $3.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. Depreciation and amortization expense of $0.1 million was included within “Cost of sales” in the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018.

Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill Disclosure [Abstract]

Goodwill

6. Goodwill

The carrying amount of the Company’s goodwill was $78.2 million as of December 31, 2020 and 2019, of which $72.2 million, $4.2 million and $1.8 million is allocated to the Ecommerce, TDA, and Wholesale reportable segments, respectively. There were no changes in the carrying amount of the Company’s goodwill for the years ended December 31, 2020 and 2019 and there have been no accumulated impairment charges.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2020

Accrued Liabilities And Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

The Company’s accrued expenses consisted of the following (in thousands):

	December 31,
	2020		2019
Accrued marketing expenses	$	9,106	$	3,158
Vehicle related expenses		13,062		8,923
Sales taxes		15,443		7,455
Accrued compensation and benefits		5,749		3,386
Accrued professional services		4,890		2,964
Accrued Series H preferred stock issuance costs		—		5,020
Other		11,155		7,585
Total accrued expenses	$	59,405	$	38,491

The Company’s other current liabilities consisted of the following (in thousands):

	December 31,
	2020		2019
Vehicle payable	$	25,086	$	8,904
Other		5,189		2,668
Total other current liabilities	$	30,275	$	11,572

Vehicle Floorplan Facilities

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Vehicle Floorplan Facilities

8. Vehicle Floorplan Facilities

In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”), which replaced the Company’s previous vehicle floorplan facility. The 2020 Vehicle Floorplan Facility provides a committed credit line of up to $450.0 million which originally was scheduled to expire in March 2021.The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. As of December 31, 2020, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $356.9 million, of which $27.7 million was unutilized.

Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 10% of the outstanding borrowings in cash and cash equivalents, to maintain 10% of the monthly credit line availability on deposit with Ally Bank and to maintain a minimum tangible adjusted net worth of $167.0 million, which is defined as shareholder equity (deficit) plus redeemable convertible preferred stock as determined under U.S. GAAP. The Company was required to pay an upfront commitment fee upon execution of the 2020 Vehicle Floorplan Facility.

In October 2020, the Company amended its 2020 Vehicle Floorplan Facility to extend the maturity date to September 30, 2022. The amendment requires the Company 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. The amendment reduces the minimum liquidity requirement to maintain in cash and cash equivalents as a percentage of the credit line from 10.0% to 7.5% and changes the requirement to maintain 10% of the monthly credit line availability on deposit with Ally Bank to 10% of the daily floorplan principal balance outstanding. The amendment eliminated the minimum tangible adjusted net worth covenant. The Company was required to pay an upfront commitment fee upon execution of the amendment.

The Company previously entered into a vehicle floorplan (the “2016 Vehicle Floorplan Facility”) with Ally Bank and Ally Financial in April 2016, as subsequently amended. The 2016 Vehicle Floorplan Facility consisted of a revolving line of credit with a borrowing capacity of $220.0 million as of December 31, 2019, which could be used to finance the Company’s vehicle inventory.

The interest rate on the 2016 Vehicle Floorplan Facility was equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points and was payable on a monthly basis.

As of December 31, 2020 and 2019, outstanding borrowings on the vehicle floorplan facilities were $329.2 million and $173.5 million, respectively.

Interest expense incurred by the Company for the vehicle floorplan facilities was $9.7 million, $10.4 million, and $4.7 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.39% and 6.00% as of December 31, 2020 and 2019, respectively.

As of December 31, 2020 and 2019, the Company was in compliance with all covenants related to the vehicle floorplan facilities.

In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $5.4 million, $5.1 million, and $2.9 million for the years ended December 31, 2020, 2019, and 2018, respectively, which are recorded within “Interest income” in the consolidated statements of operations.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Litigation

From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. As of December 31, 2020 and 2019, the Company was not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more matters could have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows.

Letters of Credit

The Company obtained stand-by letters of credit totaling $2.2 million in 2020 to satisfy conditions under three lease agreements. The Company was required to maintain a cash deposit of $2.2 million and $1.9 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the consolidated balance sheets as of December 31, 2020 and 2019, respectively.

Other Matters

The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

10. Leases

The Company’s leasing activities primarily consist of real estate leases for its operations, including office space, the Company’s reconditioning facility, the TDA retail location, the Company’s Sell Us Your Car centers, parking lots and other facilities. The real estate leases have terms ranging from six months to eight years. The Company also has leases for various types of equipment, which are not material, individually or in the aggregate. The Company assesses whether each lease is an operating or finance lease at the lease commencement date. The Company does not have any material leases, individually or in the aggregate, classified as a finance leasing arrangement.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company does not have any significant leases that have not yet commenced but that create significant rights and obligations for the Company.

The Company’s real estate leases often require it to make payments for maintenance in addition to rent as well as payments for real estate taxes and insurance. Maintenance, real estate taxes, and insurance payments are generally variable costs which are based on actual expenses incurred by the lessor. Therefore, these amounts are not included in the consideration of the contract when determining the right-of-use asset and lease liability but are reflected as variable lease expenses.

Leases with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheet and expense for these leases are recognized on a straight-line basis over the lease term.

Options to extend or terminate leases

Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Lease term and discount rate

As of December 31, 2020, the weighted-average remaining lease term and discount rate for the Company’s operating leases were 3.5 years and 3.4%, excluding short-term operating leases.

As the rate implicit in the lease is generally not readily determinable for the Company’s operating leases, the discount rates used to determine the present value of the Company’s lease liabilities are based on the Company’s incremental borrowing rate at the lease commencement date and commensurate with the remaining lease term. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment. The Company determines its incremental borrowing rate based on a synthetic credit rating that was developed with the assistance of a third-party specialist.

Lease costs and activity

The Company’s lease costs and activity for the year ended December 31, 2020 were as follows (in thousands):

	Year Ended December 31,
	2020
Lease Cost
Operating lease cost	$	5,503
Short-term lease cost		350
Variable lease cost		1,915
Sublease income		(445	)
Net lease cost	$	7,323

	Year Ended December 31,
	2020
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$	4,600

Maturity of Lease Liabilities

The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2020 were as follows (in thousands):

2021		6,577
2022		5,318
2023		3,398
2024		3,111
2025		907
Thereafter		-
Total lease payments		19,311
Less: interest		(1,166	)
Present value of lease liabilities	$	18,145

Operating lease liabilities, current	$	6,052
Operating lease liabilities, noncurrent		12,093
Total operating lease liabilities	$	18,145

Future minimum payments under non-cancelable operating leases with initial terms of one year or more consisted of the following as of December 31, 2019 in accordance with ASC Topic 840 (in thousands):

Year Ending December 31,
2020	$	5,509
2021		4,909
2022		3,204
2023		3,026
2024		2,746
Thereafter		699
Total future minimum lease payments	$	20,093

In accordance with ASC Topic 840, rent expense was $7.2 million and $5.7 million for the years ended December 31, 2019 and 2018. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term. Deferred rent under ASC Topic ASC 840 is recorded within “Accrued expenses” in the consolidated balance sheet.

Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2020

Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract]

Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)

11. Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

Redeemable Convertible Preferred Stock

As of December 31, 2019, the Company had eight outstanding series of redeemable convertible preferred stock (collectively the “Series Preferred”). The Company classified its Series B through H Preferred Stock (collectively the “Senior Preferred Stock”) as temporary equity within the Company’s consolidated balance sheet as of December 31, 2019 because the instruments contained redemption rights. The Company concluded that the Senior Preferred Stock were considered probable of becoming redeemable through November 2019 and therefore recorded accretion to their redemption values of $132.8 million during the year ended December 31, 2019. During December 2019, the Company ceased accretion of the Senior Preferred Stock to their redemption values due to a sufficiently high likelihood of an IPO requiring a conversion of the instruments into common stock.

As of December 31, 2019, the Company classified its Series A Preferred Stock as temporary equity within the Company’s consolidated balance sheets because the instrument contained liquidation features, including a liquidation preference in the event of a deemed liquidation event, that were not solely within the Company’s control. The Company did not adjust the carrying value of the Series A Preferred Stock to its redemption value because it was not probable that the Series A Preferred Stock would become redeemable.

On January 8, 2020, the Company completed an additional closing of its Series H Preferred Stock whereby it sold and issued an aggregate of 1,964,766 shares of Series H Preferred Stock in exchange for gross proceeds of $26.7 million. The proceeds were used for general corporate purposes and business development.

Immediately upon closing of the IPO, the Company’s outstanding preferred stock was automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of December 31, 2020, there was no preferred stock issued or outstanding.

The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred as of December 31, 2019 were as follows:

	As of December 31, 2019
	(in thousands, except share and per share amounts)
	Shares authorized		Shares issued and outstanding		Issue price		Per share conversion price		Liquidation preference		Carrying value
Series A		3,983,996		3,983,996	$	1.61	$	1.61	$	6,419	$	6,167
Series B		4,716,484		4,716,484		2.48		2.48		11,709		42,425
Series C		9,134,242		9,134,242		5.93		5.93		54,209		88,739
Series D		14,431,136		14,431,136		6.58		6.58		95,000		142,724
Series E		6,163,792		6,163,792		8.11		8.11		50,000		64,042
Series F		12,705,580		12,115,610		8.53		8.53		103,346		127,820
Series G		16,280,040		16,280,040		8.98		8.98		146,113		174,764
Series H		18,708,094		16,743,328		13.60		13.60		227,651		227,651
		86,123,364		83,568,628					$	694,447	$	874,332

Common Stock

On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. 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, the Company issued warrants to an investor in return for providing ongoing advisory services (“Series B Warrants”). The Series B Warrants allowed the investor to purchase up to 161,136 shares of common stock with an exercise price of $0.72 per share. The Series B Warrants vested in equal monthly installments through October 1, 2017. Upon the closing of the IPO, all of the Series B Warrants were exercised cashless by the holder which resulted in the net issuance of 155,862 shares of the Company’s common stock.

In August 2017, the Company issued a warrant (the “Series F Preferred Stock Warrant”) which allowed the holders to purchase up to 589,970 shares of the Company’s Series F Preferred Stock, or common stock upon conversion of the Company’s preferred stock into common stock, with an exercise price of $8.53 per share. The holders exercised the warrant on June 23, 2020 on a cashless basis, which resulted in the net issuance of 480,250 shares of the Company’s common stock. Prior to the conversion of the Company’s preferred stock into common stock, the Series F Preferred Stock Warrant was classified as a liability due to the contingent redemption features of the Series F Preferred Stock and was measured at fair value at each reporting date. Refer to Note 13 – Financial Instruments and Fair Value Measurements.

Stock-based Compensation

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

12. Stock-based Compensation

On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4% of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of December 31, 2020, there were 3,185,964 shares available for future issuance under the 2020 Plan.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2020:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding as of December 31, 2019		6,340,000		$	3.92		8.22
Granted		420,500			10.46
Exercised		(598,406	)		3.91
Forfeited / cancelled		(544,526	)		4.48
Outstanding as of December 31, 2020		5,617,568		$	4.35		7.33
Vested and exercisable as of December 31, 2019		2,684,160		$	3.58		7.41
Vested and exercisable as of December 31, 2020		3,449,606		$	3.83		6.74

The Company recognized $2.2 million, $2.6 million, and $1.0 million of stock-based compensation expense related to stock options for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $3.5 million and $5.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.2 years and 2.6 years, respectively.

The grant date fair value of stock options granted during the year ended December 31, 2020 was estimated at the time of grant using the Black-Scholes option-pricing model and utilized the following weighted average assumptions:

	Year Ended December 31, 2020
Fair value of common stock (per share)	$	10.46
Expected term (in years)	5.9 — 6.3
Risk-free interest rate	1.7%
Expected volatility	36.3% — 36.6%
Dividend yield	—%

The weighted average fair value of stock options granted during the year ended December 31, 2020 was estimated to be $3.97 per share. The aggregate intrinsic value of options exercised during the year ended December 31, 2020 was $22.4 million, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2020 was $205.7 million and $128.1 million, respectively.

RSUs

The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2020:

	Shares			Weighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 2019		408,000		$	4.01
Granted		2,073,006			12.06
Vested		(237,334	)		3.86
Forfeited / cancelled		(8,230	)		11.86
Unvested and outstanding as of December 31, 2020		2,235,442		$	11.46

The Company recognized $10.9 million, $0.1 million, and $0.1 million of stock-based compensation expense related to RSUs for the years ended December 31, 2020, 2019, and 2018, respectively. As of December 31, 2020 and 2019, the Company had $15.4 million and $1.3 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.8 years and 2.4 years, respectively.

As a result of completing its IPO in June 2020, the Company commenced the recognition of compensation expense for 510,278 RSUs that vest upon the occurrence of a liquidity event, which includes an IPO, and continuous service that generally ranges from 12 to 48 months.

In February 2020, the Company granted 367,782 RSUs to its chief executive officer that vest upon the achievement of performance-based conditions, which includes Revenue and EBITDA targets for fiscal year 2022, and the achievement of a liquidity event, which includes a change of control or an IPO. As a result of completing its IPO in June 2020, and the probability of achieving the performance-based conditions, the Company commenced recognition of compensation expense.

Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months, and upon death, disability, retirement and certain “good leaver” circumstances.

RSAs

During the years ended December 31, 2014 and 2015, the Company granted awards of 4,751,874 shares of restricted common stock (the “RSAs”).

The following table summarizes the activity related to the Company’s RSAs for the year ended December 31, 2020:

	Shares
Unvested at December 31, 2019		272,868
Vested		(272,868	)
Unvested at December 31, 2020		—

For the years ended December 31, 2020, 2019, and 2018, the expense related to the RSAs was $0.2 million, $0.0 million and $0.1 million, respectively. As of December 31, 2020, there was no remaining unrecognized stock-based compensation expense related to the RSAs.

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

13. Financial Instruments and Fair Value Measurements

U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

Items Measured at Fair Value on a Recurring Basis

The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

`	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	814,681	$	—	$	—	$	—
Total financial assets	$	814,681	$	—	$	—	$	—

`	As of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	70,059	$	—	$	—	$	—
Total financial assets	$	70,059	$	—	$	—	$	—
Financial Liabilities
Other long-term liabilities:
Series F Preferred Stock Warrant		—		—		1,403		1,403
Total financial liabilities	$	—	$	—	$	1,403	$	1,403

The following table presents a reconciliation of the Series F Preferred Stock Warrant, which was measured at fair value using Level 3 inputs (in thousands):

	Series F Preferred Stock Warrant
Balance as of December 31, 2019	$	1,403
Change in fair value		20,470
Conversion to common stock warrant		(21,873	)
Balance as of December 31, 2020	$	—

Prior to the closing of the IPO on June 11, 2020 and the related conversion of the Company’s preferred stock into common stock, the Company estimated the fair value of the Series F Preferred Stock Warrant based on the Black-Scholes option-pricing model which utilized the value of shares sold in the Company’s latest preferred stock financing and allocated the estimated equity value of the Company to each class of the Company’s outstanding securities using an option-pricing back-solve model. Upon the closing of the IPO, the Series F Preferred Stock Warrant converted into a common stock warrant and the warrant liability was remeasured at fair value for the last time based on the quoted price of the Company’s publicly traded common stock. On June 23, 2020, the holders exercised the Series F Preferred Stock Warrant.

Fair Value of Financial Instruments

The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the 2020 Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment Information

14. Segment Information

The Company has three reportable segments: Ecommerce, Wholesale, and TDA. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise wide group basis. Accordingly, the Company does not report segment asset information. As of December 31, 2020, 2019, and 2018, the Company did not have any assets located outside of the United States.

The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicle sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicle sales.

Information about the Company’s reportable segments are as follows (in thousands):

	Year Ended December 31, 2020
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	915,451	$	245,580		$	196,669	$	1,357,700
Gross profit (loss)	$	60,861	$	(1,432	)	$	12,116	$	71,545

	Year Ended December 31, 2019
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	588,114	$	213,464		$	390,243	$	1,191,821
Gross profit	$	32,127	$	340		$	25,392	$	57,859

	Year Ended December 31, 2018
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	301,172	$	174,514		$	379,743	$	855,429
Gross profit	$	22,425	$	3,257		$	35,125	$	60,807

The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands):

	Year Ended December 31,
	2020			2019			2018
Segment gross profit	$	71,545		$	57,859		$	60,807
Selling, general and administrative expenses		245,546			184,988			133,842
Depreciation and amortization		4,598			6,019			6,857
Interest expense		9,656			14,596			8,513
Interest Income		(5,896	)		(5,607	)		(3,135	)
Revaluation of preferred stock warrant		20,470			769			174
Other income, net		(114	)		(96	)		(495	)
Loss before provision for income taxes	$	(202,715	)	$	(142,810	)	$	(84,949	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

Income Tax Provision

The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (in thousands):

	Year Ended December 31,
	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State and local		84		168		229
Total current tax expense		84		168		229
Deferred tax (benefit):
Federal		—		—		—
State and local		—		—		—
Total deferred tax (benefit)		—		—		—
Provision for income taxes	$	84	$	168	$	229

Pretax loss for all periods presented were classified as Domestic.

Tax Rate Reconciliation

The Company’s effective tax rate for the years ended December 31, 2020, 2019, and 2018 was (0.04)%, (0.12)%, and (0.27)%, respectively.

A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands):

	Year Ended December 31,
	2020			2019			2018
Income taxes at statutory rate	$	(42,570	)	$	(29,990	)	$	(17,839	)
State income taxes, net of federal benefit		(5,417	)		(1,096	)		180
Permanent differences		1,264			772			229
Change in valuation allowance		46,901			30,051			17,756
Other		(94	)		431			(97	)
Provision for income taxes	$	84		$	168		$	229

Deferred Tax Assets (Liabilities)

The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets for December 31, 2020 and 2019 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2020 and 2019 the Valuation Allowance balance was $121.9 million and $75.0 million, respectively. The Valuation Allowance was $44.9 million and $27.5 million as of December 31, 2018 and January 1, 2018, respectively.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	102,252		$	66,879
Inventory reserves		12,409			5,911
Stock-based compensation		3,119			840
Accrued Expense		1,456			867
Depreciation		—			114
Right of Use Asset		4,175			—
Allowance for Doubtful Accounts		1,809			173
Other		836			423
Total deferred tax assets		126,056			75,207
Less: valuation allowance		(121,859	)		(74,959	)
Net deferred tax assets		4,197			248
Deferred tax liabilities:
Intangible amortization		(225	)		(248	)
Depreciation		(29	)		—
Lease Liability		(3,943	)		—
Net deferred tax liabilities		(4,197	)		(248	)
Net deferred income taxes	$	—		$	—

Net Operating Losses

As of December 31, 2020, the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $462.1 million, of which $126.2 million expire from 2034 through 2037 and $335.9 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $78.7 million, which expire from 2034 through 2040.

The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. The company is not currently under audit for any US federal or state income tax audits.

The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone three ownership changes. There were ownership changes in July 2013, November 2014 and July 2015 which substantially limit the use of the net operating losses generated before the change in control. The Company is still evaluating to see if the shareholder lock-up period expiration in December 2020 associated with the IPO, resulted in a change in control.

Uncertain Tax Positions

The Company has not identified any uncertain tax positions as of December 31, 2020 or 2019. Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share Basic And Diluted [Abstract]

Net Loss Per Share

16. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

	Year Ended December 31,
(in thousands, except share and per share amounts)	2020			2019			2018
Net loss	$	(202,799	)	$	(142,978	)	$	(85,178	)
Accretion of redeemable convertible preferred stock		—			(132,750	)		(13,036	)
Net loss attributable to common stockholders	$	(202,799	)	$	(275,728	)	$	(98,214	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		73,345,569			8,605,962			8,540,778
Net loss per share attributable to common stockholders, basic and diluted	$	(2.76	)	$	(32.04	)	$	(11.50	)

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:

	Year Ended December 31,
	2020		2019		2018
Redeemable convertible preferred stock		—		83,568,628		66,825,300
Warrants		—		161,136		161,136
Stock options		5,617,568		6,110,000		2,961,008
Restricted stock awards		—		3,249,382		3,873,214
Restricted stock units		2,235,442		408,000		100,000
Total		7,853,010		93,497,146		73,920,658

Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions

17. Related Party Transactions

Management Services Agreement

In July 2015, the Company entered into a management services agreement (“MSA”) with Catterton Management Company, L.L.C. (“Catterton Management”), an affiliate of L Catterton (“Catterton”), a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which Catterton Management agreed to provide consulting services on certain business and financial matters. Under the MSA, the Company agreed to pay Catterton Management an annual fee of $0.3 million until the expiration of the MSA upon the earlier of (i) termination by mutual consent of the parties and (ii) such time that Catterton and/or its affiliates cease to be one of the Company’s stockholders. For the years ended December 31, 2020, 2019, and 2018, payments of the annual fees were waived. In May 2020, the MSA was terminated.

AutoNation Reconditioning Agreement

In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. 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 Event

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Event

18. Subsequent Event

On January 7, 2021, the Company completed the acquisition of the CarStory business, a leader in AI-powered analytics and digital services for automotive retail, through the acquisition of 100% of Vast Holdings, Inc. Leveraging its machine learning, CarStory brings predictive market data to Vroom’s national ecommerce and vehicle operations platform. As part of Vroom, we expect CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry.

Pursuant to the acquisition agreement, the aggregate purchase price was approximately $120.0 million, comprised of cash and shares of the Company’s common stock. On the closing date, the Company paid $77.5 million in cash and issued 1,072,117 shares of common stock. The purchase price is subject to adjustment for certain working capital adjustments and post-closing indemnities.

Due to the proximity of the acquisition date to the Company’s filing of its annual report on Form 10-K for the year ended December 31, 2020, the initial accounting for the CarStory business combination is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations, including the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and goodwill.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Stock Split

Initial Public Offering

Follow-on Public Offering

Basis of Presentation

Principles of Consolidation

Cost of sales

Cash and Cash Equivalents

Restricted Cash

Accounts Receivable, Net

Inventory

Property and Equipment, Net

Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets:


Equipment	3 to 15 years
Furniture and fixtures	3 to 15 years
Company Vehicles	5 to 7 years
Leasehold improvements	Lesser of useful life or lease term
Internal-use software	3 to 5 years

Goodwill

No goodwill impairment was determined to exist for the years ended December 31, 2020, 2019, and 2018.

Deferred Offering Costs

Vehicle Floorplan

Income Taxes

Stock-Based Compensation

Advertising

Shipping and Handling

Concentration of Credit Risk and Significant Customers

Liquidity

Net Loss Per Share Attributable to Common Stockholders

Non-Employee Share-Based Payments

Nonemployee Share-Based Payments

Accounting Standards Adopted and Accounting Standards Issued But Not Yet Adopted

Accounting Standards Adopted

Accounting Standards Issued But Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Assets

Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives of the assets:


Equipment	3 to 15 years
Furniture and fixtures	3 to 15 years
Company Vehicles	5 to 7 years
Leasehold improvements	Lesser of useful life or lease term
Internal-use software	3 to 5 years

Inventory (Tables)

12 Months Ended

Dec. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):

	December 31,
	2020		2019
Vehicles	$	421,458	$	203,290
Parts and accessories		2,189		2,456
Total inventory	$	423,647	$	205,746

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2020

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):

	December 31,
	2020			2019
Equipment	$	1,061		$	930
Furniture and fixtures		1,746			1,725
Company vehicles		5,002			1,151
Leasehold improvements		7,068			6,556
Internal-use software		10,552			4,406
Other		2,997			2,580
		28,426			17,348
Accumulated depreciation and amortization		(13,334	)		(9,520	)
Property and equipment, net	$	15,092		$	7,828

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of Accrued Expenses

The Company’s accrued expenses consisted of the following (in thousands):

	December 31,
	2020		2019
Accrued marketing expenses	$	9,106	$	3,158
Vehicle related expenses		13,062		8,923
Sales taxes		15,443		7,455
Accrued compensation and benefits		5,749		3,386
Accrued professional services		4,890		2,964
Accrued Series H preferred stock issuance costs		—		5,020
Other		11,155		7,585
Total accrued expenses	$	59,405	$	38,491

Other Current Liabilities

The Company’s other current liabilities consisted of the following (in thousands):

	December 31,
	2020		2019
Vehicle payable	$	25,086	$	8,904
Other		5,189		2,668
Total other current liabilities	$	30,275	$	11,572

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Summary of Lease Costs and Activity

The Company’s lease costs and activity for the year ended December 31, 2020 were as follows (in thousands):

	Year Ended December 31,
	2020
Lease Cost
Operating lease cost	$	5,503
Short-term lease cost		350
Variable lease cost		1,915
Sublease income		(445	)
Net lease cost	$	7,323

	Year Ended December 31,
	2020
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$	4,600

Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation

2021		6,577
2022		5,318
2023		3,398
2024		3,111
2025		907
Thereafter		-
Total lease payments		19,311
Less: interest		(1,166	)
Present value of lease liabilities	$	18,145

Operating lease liabilities, current	$	6,052
Operating lease liabilities, noncurrent		12,093
Total operating lease liabilities	$	18,145

Summary of Future Minimum Payments Under Non-cancelable Operating Leases

Year Ending December 31,
2020	$	5,509
2021		4,909
2022		3,204
2023		3,026
2024		2,746
Thereafter		699
Total future minimum lease payments	$	20,093

Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Tables)

12 Months Ended

Dec. 31, 2020

Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract]

Schedule of Authorized, Issued and Outstanding Shares, Issue Price, Conversion Price, Liquidation Preference and Carrying Value of Series Preferred

The authorized, issued and outstanding shares, issue price, conversion price, liquidation preference, and carrying value of the Series Preferred as of December 31, 2019 were as follows:

	As of December 31, 2019
	(in thousands, except share and per share amounts)
	Shares authorized		Shares issued and outstanding		Issue price		Per share conversion price		Liquidation preference		Carrying value
Series A		3,983,996		3,983,996	$	1.61	$	1.61	$	6,419	$	6,167
Series B		4,716,484		4,716,484		2.48		2.48		11,709		42,425
Series C		9,134,242		9,134,242		5.93		5.93		54,209		88,739
Series D		14,431,136		14,431,136		6.58		6.58		95,000		142,724
Series E		6,163,792		6,163,792		8.11		8.11		50,000		64,042
Series F		12,705,580		12,115,610		8.53		8.53		103,346		127,820
Series G		16,280,040		16,280,040		8.98		8.98		146,113		174,764
Series H		18,708,094		16,743,328		13.60		13.60		227,651		227,651
		86,123,364		83,568,628					$	694,447	$	874,332

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity for the year ended December 31, 2020:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding as of December 31, 2019		6,340,000		$	3.92		8.22
Granted		420,500			10.46
Exercised		(598,406	)		3.91
Forfeited / cancelled		(544,526	)		4.48
Outstanding as of December 31, 2020		5,617,568		$	4.35		7.33
Vested and exercisable as of December 31, 2019		2,684,160		$	3.58		7.41
Vested and exercisable as of December 31, 2020		3,449,606		$	3.83		6.74

Summary of Weighted Average Assumptions Used in Calculation of Fair Value Using Black-Scholes Option Pricing Model

	Year Ended December 31, 2020
Fair value of common stock (per share)	$	10.46
Expected term (in years)	5.9 — 6.3
Risk-free interest rate	1.7%
Expected volatility	36.3% — 36.6%
Dividend yield	—%

Summary of Activity for Restricted Stock Units

The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2020:

	Shares			Weighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 2019		408,000		$	4.01
Granted		2,073,006			12.06
Vested		(237,334	)		3.86
Forfeited / cancelled		(8,230	)		11.86
Unvested and outstanding as of December 31, 2020		2,235,442		$	11.46

Summary of RSAs Activity

The following table summarizes the activity related to the Company’s RSAs for the year ended December 31, 2020:

	Shares
Unvested at December 31, 2019		272,868
Vested		(272,868	)
Unvested at December 31, 2020		—

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands):

`	As of December 31, 2020
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	814,681	$	—	$	—	$	—
Total financial assets	$	814,681	$	—	$	—	$	—

`	As of December 31, 2019
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	70,059	$	—	$	—	$	—
Total financial assets	$	70,059	$	—	$	—	$	—
Financial Liabilities
Other long-term liabilities:
Series F Preferred Stock Warrant		—		—		1,403		1,403
Total financial liabilities	$	—	$	—	$	1,403	$	1,403

Schedule of Reconciliation of Preferred Stock Warrant Measured at Fair Value Using Level 3 Inputs

The following table presents a reconciliation of the Series F Preferred Stock Warrant, which was measured at fair value using Level 3 inputs (in thousands):

	Series F Preferred Stock Warrant
Balance as of December 31, 2019	$	1,403
Change in fair value		20,470
Conversion to common stock warrant		(21,873	)
Balance as of December 31, 2020	$	—

Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Summary of Reportable Segments

Information about the Company’s reportable segments are as follows (in thousands):

	Year Ended December 31, 2020
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	915,451	$	245,580		$	196,669	$	1,357,700
Gross profit (loss)	$	60,861	$	(1,432	)	$	12,116	$	71,545

	Year Ended December 31, 2019
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	588,114	$	213,464		$	390,243	$	1,191,821
Gross profit	$	32,127	$	340		$	25,392	$	57,859

	Year Ended December 31, 2018
	Ecommerce		Wholesale			TDA		Consolidated
Revenues from external customers	$	301,172	$	174,514		$	379,743	$	855,429
Gross profit	$	22,425	$	3,257		$	35,125	$	60,807

Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes

The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands):

	Year Ended December 31,
	2020			2019			2018
Segment gross profit	$	71,545		$	57,859		$	60,807
Selling, general and administrative expenses		245,546			184,988			133,842
Depreciation and amortization		4,598			6,019			6,857
Interest expense		9,656			14,596			8,513
Interest Income		(5,896	)		(5,607	)		(3,135	)
Revaluation of preferred stock warrant		20,470			769			174
Other income, net		(114	)		(96	)		(495	)
Loss before provision for income taxes	$	(202,715	)	$	(142,810	)	$	(84,949	)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Components of Provision for Income Taxes

The components of the provision for income taxes are as follows for the years ended December 31, 2020, 2019, and 2018 (in thousands):

	Year Ended December 31,
	2020		2019		2018
Current:
Federal	$	—	$	—	$	—
State and local		84		168		229
Total current tax expense		84		168		229
Deferred tax (benefit):
Federal		—		—		—
State and local		—		—		—
Total deferred tax (benefit)		—		—		—
Provision for income taxes	$	84	$	168	$	229

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of the provision for income taxes at the statutory rate to the amount reflected in the consolidated statements of operations is as follows (in thousands):

	Year Ended December 31,
	2020			2019			2018
Income taxes at statutory rate	$	(42,570	)	$	(29,990	)	$	(17,839	)
State income taxes, net of federal benefit		(5,417	)		(1,096	)		180
Permanent differences		1,264			772			229
Change in valuation allowance		46,901			30,051			17,756
Other		(94	)		431			(97	)
Provision for income taxes	$	84		$	168		$	229

Schedule of Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):

	As of December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	102,252		$	66,879
Inventory reserves		12,409			5,911
Stock-based compensation		3,119			840
Accrued Expense		1,456			867
Depreciation		—			114
Right of Use Asset		4,175			—
Allowance for Doubtful Accounts		1,809			173
Other		836			423
Total deferred tax assets		126,056			75,207
Less: valuation allowance		(121,859	)		(74,959	)
Net deferred tax assets		4,197			248
Deferred tax liabilities:
Intangible amortization		(225	)		(248	)
Depreciation		(29	)		—
Lease Liability		(3,943	)		—
Net deferred tax liabilities		(4,197	)		(248	)
Net deferred income taxes	$	—		$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share Basic And Diluted [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

	Year Ended December 31,
(in thousands, except share and per share amounts)	2020			2019			2018
Net loss	$	(202,799	)	$	(142,978	)	$	(85,178	)
Accretion of redeemable convertible preferred stock		—			(132,750	)		(13,036	)
Net loss attributable to common stockholders	$	(202,799	)	$	(275,728	)	$	(98,214	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		73,345,569			8,605,962			8,540,778
Net loss per share attributable to common stockholders, basic and diluted	$	(2.76	)	$	(32.04	)	$	(11.50	)

Summary of Calculation of Diluted Shares Outstanding

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive:

	Year Ended December 31,
	2020		2019		2018
Redeemable convertible preferred stock		—		83,568,628		66,825,300
Warrants		—		161,136		161,136
Stock options		5,617,568		6,110,000		2,961,008
Restricted stock awards		—		3,249,382		3,873,214
Restricted stock units		2,235,442		408,000		100,000
Total		7,853,010		93,497,146		73,920,658

Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Sep. 15, 2020 USD ($) $ / shares shares	Jun. 11, 2020 USD ($) $ / shares shares	Jun. 30, 2020	Dec. 31, 2020 USD ($) Segment
Description of Business and Basis of Presentation [Line Items]
Number of reportable segments \| Segment				3
Forward stock split, description			2-for-1	On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Forward stock split		2	2
Stock issued during period shares \| shares	10,800,000
Sale of stock, price per share \| $ / shares	$ 54.50
Proceeds from underwriting discount and commission				$ 504,024
Stock offering expenses	$ 1,500
Proceeds from offering, net	$ 569,500			$ 569,471
Initial Public Offering
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		24,437,500
Sale of stock, price per share \| $ / shares		$ 22.00
Proceeds from underwriting discount and commission		$ 504,000
Stock offering expenses		$ 7,500
Underwriters
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		3,187,500

Summary of Significant Accounting Policies - Additional Information (Details)			1 Months Ended	12 Months Ended
	Sep. 15, 2020 USD ($) $ / shares shares	May 15, 2020 $ / shares shares	Oct. 31, 2020	Dec. 31, 2020 USD ($) ReportableSegment	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Mar. 31, 2020 USD ($)	Jan. 01, 2020 USD ($)	Jan. 01, 2018 USD ($)
Accounting Policies [Line Items]
Cash deposits included in restricted cash				$ 33,826,000	$ 1,853,000
Number of reporting units \| ReportableSegment				3
Goodwill impairment				$ 0	0	$ 0
Deferred offering costs	$ 1,500,000
Common stock, issued \| shares	10,800,000
Sale of stock, price per share \| $ / shares	$ 54.50
Accumulated deficit				(777,871,000)	(573,860,000)
Operating lease liabilities				18,145,000				$ 18,400,000
Operating lease right-of-use assets				$ 17,137,000				$ 17,400,000
Topic 606
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]				true
Change in accounting principle, accounting standards update, adoption date				Jan. 01, 2018
ASU 2018-15
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]				true
Change in accounting principle, accounting standards update, adoption date				Jan. 01, 2019
Change in accounting principle, accounting standards update, immaterial effect [true false]				false
Capitalized implementation costs					2,700,000
Amortization expenses					$ 300,000
Topic 842
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]				true
Change in accounting principle, accounting standards update, adoption date				Jan. 01, 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. 01, 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. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]				true
Cumulative Effect, Period of Adoption, Adjustment \| Topic 606
Accounting Policies [Line Items]
Accumulated deficit									$ 1,700,000
Maximum \| ASU 2018-15
Accounting Policies [Line Items]
Amortization term					5 years
Minimum [Member] \| ASU 2018-15
Accounting Policies [Line Items]
Amortization term					2 years
RA Agreement
Accounting Policies [Line Items]
Common stock, issued \| shares		183,870
Term for issuance of additional shares of common stock		4 years
Sale of stock, price per share \| $ / shares		$ 11.57
RA Agreement \| Maximum
Accounting Policies [Line Items]
Issuance of additional shares of common stock \| shares		8,641,914
Selling, General and Administrative Expenses
Accounting Policies [Line Items]
Advertising expense				$ 62,400,000	$ 49,900,000	25,600,000
Selling, General and Administrative Expenses \| Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling expenses				30,300,000	14,000,000	$ 6,400,000
Other Assets
Accounting Policies [Line Items]
Deferred offering costs				0	$ 2,400,000
Vehicle Floorplan Facilities \| Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity							$ 450,000,000
Amended to extend maturity date			2022-09
Vehicle Floorplan Facilities \| Cash Deposits
Accounting Policies [Line Items]
Cash deposits included in restricted cash				$ 31,600,000

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2020
Equipment \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	15 years
Equipment \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years
Furniture and Fixtures \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	15 years
Furniture and Fixtures \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years
Company Vehicles \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	7 years
Company Vehicles \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	5 years
Leasehold Improvements
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	Lesser of useful life or lease term
Internal-use Software \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	5 years
Internal-use Software \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 3.8	$ 3.3
Cumulative profit sharing payment recognized	$ 11.5	6.9
Revenue, practical expedient, incremental cost of obtaining contract	true
Accrued Expenses
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 1.7	1.8
Other Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	2.1	1.5
Prepaid Expenses and Other Current Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	0.8	0.3
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 10.7	$ 6.6

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Vehicles	$ 421,458	$ 203,290
Parts and accessories	2,189	2,456
Total inventory	$ 423,647	$ 205,746

Inventory - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 12.9	$ 6.3

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 28,426	$ 17,348
Accumulated depreciation and amortization	(13,334)	(9,520)
Property and equipment, net	15,092	7,828
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,061	930
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,746	1,725
Company Vehicles
Property Plant And Equipment [Line Items]
Property and equipment, gross	5,002	1,151
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,068	6,556
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	10,552	4,406
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 2,997	$ 2,580

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 4,598	$ 6,019	$ 6,857
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	4,100	2,800	3,500
Depreciation and amortization expense included within "Cost of sales"	$ 100	$ 100	$ 100

Goodwill - Additional Information (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Line Items]
Goodwill	$ 78,172,000	$ 78,172,000
Accumulated impairment charges	0	0
Ecommerce
Goodwill [Line Items]
Goodwill	72,200,000	72,200,000
TDA
Goodwill [Line Items]
Goodwill	4,200,000	4,200,000
Wholesale
Goodwill [Line Items]
Goodwill	$ 1,800,000	$ 1,800,000

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accrued Liabilities And Other Liabilities [Abstract]
Accrued marketing expenses	$ 9,106	$ 3,158
Vehicle related expenses	13,062	8,923
Sales taxes	15,443	7,455
Accrued compensation and benefits	5,749	3,386
Accrued professional services	4,890	2,964
Accrued Series H preferred stock issuance costs		5,020
Other	11,155	7,585
Total accrued expenses	$ 59,405	$ 38,491

Accrued Expenses and Other Current Liabilities -Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accrued Liabilities And Other Liabilities [Abstract]
Vehicle payable	$ 25,086	$ 8,904
Other	5,189	2,668
Total other current liabilities	$ 30,275	$ 11,572

Vehicle Floorplan Facilities - Additional Information (Details) - USD ($)	1 Months Ended		12 Months Ended
	Oct. 31, 2020	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Vehicle Floorplan Facilities
Line Of Credit Facility [Line Items]
Outstanding borrowings			$ 329,200,000	$ 173,500,000
Interest expense			$ 9,700,000	$ 10,400,000	$ 4,700,000
Weighted average interest rate			4.39%	6.00%
Debt instrument, covenant compliance			As of December 31, 2020 and 2019, the Company was in compliance with all covenants related to the vehicle floorplan facilities.
Vehicle Floorplan Facilities \| Credit Balance Agreements
Line Of Credit Facility [Line Items]
Interest credits earned			$ 5,400,000	$ 5,100,000	$ 2,900,000
Ally Bank and Ally Financial \| Line Of Credit \| 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 450,000,000
Expiration term		2021-03
Line of credit facility, description			The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period.
Line of credit facility, current borrowing capacity			$ 356,900,000
Line of credit facility, unutilized borrowing capacity			$ 27,700,000
Period of LIBOR measurement		1 month
Basis points		4.25%
Debt instrument, covenant description			The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 10% of the outstanding borrowings in cash and cash equivalents, to maintain 10% of the monthly credit line availability on deposit with Ally Bank and to maintain a minimum tangible adjusted net worth of $167.0 million, which is defined as shareholder equity (deficit) plus redeemable convertible preferred stock as determined under U.S. GAAP.
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents		10.00%
Debt instrument covenant percentage of deposit in basis of monthly credit line availability		10.00%
Debt instrument covenant to maintain minimum tangible adjusted net worth		$ 167,000,000
Ally Bank and Ally Financial \| Line Of Credit \| Amended 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility expiration date	Sep. 30, 2022
Availability fee payable each quarter on average unused capacity from prior quarter floorplan allowance percentage	50.00%
Debt instrument covenant to maintain credit line availability on deposit	10.00%
Debt instrument covenant to maintain principal balance outstanding	10.00%
Ally Bank and Ally Financial \| Line Of Credit \| Amended 2020 Vehicle Floorplan Facility \| Minimum [Member]
Line Of Credit Facility [Line Items]
Debt instrument covenant to maintain minimum liquidity percentage of outstanding borrowings in cash and cash equivalents	10.00%
Ally Bank and Ally Financial \| Line Of Credit \| Amended 2020 Vehicle Floorplan Facility \| Maximum
Line Of Credit Facility [Line Items]
Debt instrument covenant to maintain minimum liquidity percentage of outstanding borrowings in cash and cash equivalents	7.50%
Ally Bank and Ally Financial \| Revolving Line of Credit \| 2016 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity				$ 220,000,000
Period of LIBOR measurement				1 month
Basis points				4.25%

Commitments and Contingencies - Additional Information (Details) - Financial Standby Letters of Credit $ in Millions	Dec. 31, 2020 USD ($) Lease	Dec. 31, 2019 USD ($)
Loss Contingencies [Line Items]
Letters of credit outstanding	$ 2.2
Number of lease agreements \| Lease	3
Required cash deposit with financial institution	$ 2.2	$ 1.9

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Lessee Lease Description [Line Items]
Operating leases weighted-average remaining lease term	3 years 6 months
Operating leases discount rate	3.40%
Rent expense		$ 7.2	$ 5.7
Real Estate
Lessee Lease Description [Line Items]
Options to renew leases	true
Options to extend leases, description	Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities.
Minimum [Member] \| Real Estate
Lessee Lease Description [Line Items]
Leases terms	6 months
Leases renewal term	1 year
Maximum \| Real Estate
Lessee Lease Description [Line Items]
Leases terms	8 years
Leases renewal term	5 years

Leases - Summary of Lease Costs and Activity (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Lease Cost
Operating lease cost	$ 5,503
Short-term lease cost	350
Variable lease cost	1,915
Sublease income	(445)
Net lease cost	7,323
Operating cash flows from operating leases	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$ 4,600

Leases - Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Jan. 01, 2020
Leases [Abstract]
2021	$ 6,577
2022	5,318
2023	3,398
2024	3,111
2025	907
Total lease payments	19,311
Less: interest	(1,166)
Present value of lease liabilities	18,145	$ 18,400
Operating lease liabilities, current	6,052
Operating lease liabilities, noncurrent	12,093
Total operating lease liabilities	$ 18,145	$ 18,400

Leases - Summary of Future Minimum Payments Under Non-cancelable Operating Leases (Details) $ in Thousands	Dec. 31, 2020 USD ($)
Leases [Abstract]
2020	$ 5,509
2021	4,909
2022	3,204
2023	3,026
2024	2,746
Thereafter	699
Total future minimum lease payments	$ 20,093

Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Sep. 15, 2020 shares	Jun. 11, 2020 $ / shares shares	Jun. 08, 2020 USD ($) shares	Jun. 30, 2020	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) PreferredStock $ / shares shares	Dec. 31, 2018 USD ($)	Jun. 23, 2020 shares	Aug. 31, 2017 $ / shares shares
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Number of outstanding series of redeemable convertible preferred stock \| PreferredStock						8
Accretion to redemption values \| $						$ 132,800
Common stock, issued	10,800,000
Gross proceeds from issuance of preferred stock \| $					$ 21,694	$ 227,502	$ 145,899
Preferred stock converted into common stock		85,533,394
Preferred stock, authorized		10,000,000
Preferred stock, issued					0
Preferred Stock, outstanding					0
Forward stock split		2		2
Common stock, par value \| $ / shares		$ 0.001			$ 0.001	$ 0.001
Common stock, voting rights					one vote
Stock split, description				2-for-1	On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Common stock, shares authorized		500,000,000			500,000,000	113,443,854
Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock		155,862
Exercise price \| $ / shares					$ 0.72
Maximum \| Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock					161,136
Series H Preferred Stock
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Common stock, issued			1,964,766
Gross proceeds from issuance of preferred stock \| $			$ 26,700
Series F Preferred Stock Warrant
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock								480,250
Exercise price \| $ / shares									$ 8.53
Series F Preferred Stock Warrant \| Maximum
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock									589,970

Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Schedule of Authorized, Issued and Outstanding Shares, Issue Price, Conversion Price, Liquidation Preference and Carrying Value of Series Preferred (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Temporary Equity [Line Items]
Shares authorized	10,000,000	86,123,364
Shares issued	0	83,568,628
Shares outstanding	0	83,568,628
Liquidation preference		$ 694,447
Carrying value		$ 874,332
Series A
Temporary Equity [Line Items]
Shares authorized		3,983,996
Shares issued		3,983,996
Shares outstanding		3,983,996
Issue price		$ 1.61
Per share conversion price		$ 1.61
Liquidation preference		$ 6,419
Carrying value		$ 6,167
Series B
Temporary Equity [Line Items]
Shares authorized		4,716,484
Shares issued		4,716,484
Shares outstanding		4,716,484
Issue price		$ 2.48
Per share conversion price		$ 2.48
Liquidation preference		$ 11,709
Carrying value		$ 42,425
Series C
Temporary Equity [Line Items]
Shares authorized		9,134,242
Shares issued		9,134,242
Shares outstanding		9,134,242
Issue price		$ 5.93
Per share conversion price		$ 5.93
Liquidation preference		$ 54,209
Carrying value		$ 88,739
Series D
Temporary Equity [Line Items]
Shares authorized		14,431,136
Shares issued		14,431,136
Shares outstanding		14,431,136
Issue price		$ 6.58
Per share conversion price		$ 6.58
Liquidation preference		$ 95,000
Carrying value		$ 142,724
Series E
Temporary Equity [Line Items]
Shares authorized		6,163,792
Shares issued		6,163,792
Shares outstanding		6,163,792
Issue price		$ 8.11
Per share conversion price		$ 8.11
Liquidation preference		$ 50,000
Carrying value		$ 64,042
Series F
Temporary Equity [Line Items]
Shares authorized		12,705,580
Shares issued		12,115,610
Shares outstanding		12,115,610
Issue price		$ 8.53
Per share conversion price		$ 8.53
Liquidation preference		$ 103,346
Carrying value		$ 127,820
Series G
Temporary Equity [Line Items]
Shares authorized		16,280,040
Shares issued		16,280,040
Shares outstanding		16,280,040
Issue price		$ 8.98
Per share conversion price		$ 8.98
Liquidation preference		$ 146,113
Carrying value		$ 174,764
Series H
Temporary Equity [Line Items]
Shares authorized		18,708,094
Shares issued		16,743,328
Shares outstanding		16,743,328
Issue price		$ 13.60
Per share conversion price		$ 13.60
Liquidation preference		$ 227,651
Carrying value		$ 227,651

Stock-based Compensation - Additional Information (Details) - USD ($)		1 Months Ended		12 Months Ended
	May 28, 2020	Jun. 30, 2020	Feb. 29, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation expense				$ 15,400,000	$ 1,300,000
Unrecognized stock-based compensation weighted-average period				1 year 9 months 18 days	2 years 4 months 24 days
Weighted average fair value per share				$ 3.97
Aggregate intrinsic value of options exercised				$ 22,400,000
Aggregate intrinsic value of options outstanding				205,700,000
Aggregate intrinsic value of options exercisable				$ 128,100,000
Granted, Shares				2,073,006
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 2,200,000	$ 2,600,000	$ 1,000,000
Unrecognized stock-based compensation expense				$ 3,500,000	$ 5,200,000
Unrecognized stock-based compensation weighted-average period				2 years 2 months 12 days	2 years 7 months 6 days
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 10,900,000	$ 100,000	100,000
Award acceleration period				12 months
Restricted Stock Units \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Shares			367,782
Restricted Stock Units \| Service Periods Vest Ranging from 12 to 48 Months \| IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 510,278,000
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance							4,751,874	4,751,874
Stock-based compensation expense				$ 200,000	$ 0	$ 100,000
Unrecognized stock-based compensation expense				$ 0
Maximum \| Restricted Stock Units \| Service Periods Vest Ranging from 12 to 48 Months \| IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Continuous service period		48 months
Minimum [Member] \| Restricted Stock Units \| Service Periods Vest Ranging from 12 to 48 Months \| IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Continuous service period		12 months
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance				3,185,964
2020 Incentive Award Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	3,019,108
Percentage annual increase in shares available for issuance as award in each year beginning	4.00%

Stock-based Compensation - Summary of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Shares, Outstanding, Beginning balance	6,340,000
Shares, Granted	420,500
Shares, Exercised	(598,406)
Shares, Forfeited / cancelled	(544,526)
Shares, Outstanding, Ending balance	5,617,568	6,340,000
Shares, Vested and exercisable	3,449,606	2,684,160
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 3.92
Weighted Average Exercise Price, Granted	10.46
Weighted Average Exercise Price, Exercised	3.91
Weighted Average Exercise Price, Forfeited / cancelled	4.48
Weighted Average Exercise Price, Outstanding, Ending balance	4.35	$ 3.92
Weighted Average Exercise Price, Vested and exercisable	$ 3.83	$ 3.58
Weighted Average Remaining Contractual Life, Outstanding	7 years 3 months 29 days	8 years 2 months 19 days
Weighted Average Remaining Contractual Life, Vested and exercisable	6 years 8 months 26 days	7 years 4 months 28 days

Stock-based Compensation - Summary of Weighted Average Assumptions Used in Calculation of Fair Value Using Black-Scholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of common stock (per share)	$ 10.46
Risk-free interest rate	1.70%
Expected volatility, minimum	36.30%
Expected volatility, maximum	36.60%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 10 months 24 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 3 months 18 days

Stock-based Compensation - Summary of Activity for Restricted Stock Units (Details)	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Shares, Unvested and outstanding, Beginning balance \| shares	408,000
Shares, Granted \| shares	2,073,006
Shares, Vested \| shares	(237,334)
Shares, Forfeited / cancelled \| shares	(8,230)
Shares, Unvested and outstanding, Ending balance \| shares	2,235,442
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Beginning balance \| $ / shares	$ 4.01
Weighted Average Grant Date Fair Value per Share, Granted \| $ / shares	12.06
Weighted Average Grant Date Fair Value per Share, Vested \| $ / shares	3.86
Weighted Average Grant Date Fair Value per Share, Forfeited / cancelled \| $ / shares	11.86
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Ending balance \| $ / shares	$ 11.46

Stock-based Compensation - Summary of RSAs Activity (Details)	12 Months Ended
	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Unvested and outstanding, Beginning balance	408,000
Shares, Unvested and outstanding, Ending balance	2,235,442
RSAs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Unvested and outstanding, Beginning balance	272,868
Vested	(272,868)

Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities		$ 1,403
Series F Preferred Stock Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities		1,403
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 814,681	70,059
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 814,681	70,059
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities		1,403
Level 3 \| Series F Preferred Stock Warrant
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities		$ 1,403

Financial Instruments and Fair Value Measurements - Schedule of Reconciliation of Preferred Stock Warrant Measured at Fair Value Using Level 3 Inputs (Details) - Series F Preferred Stock Warrant $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Balance as of December 31, 2019	$ 1,403
Change in fair value	20,470
Conversion to common stock warrant	$ (21,873)

Segment Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) Segment	Dec. 31, 2019 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	3
Number of operating segments \| Segment	0
Segment assets	$ 0
Assets	1,724,056	$ 563,387
Non-US
Segment Reporting Information [Line Items]
Assets	$ 0	$ 0

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Revenues from external customers	$ 1,357,700	$ 1,191,821	$ 855,429
Gross profit (loss)	71,545	57,859	60,807
Ecommerce
Segment Reporting Information [Line Items]
Revenues from external customers	915,451	588,114	301,172
Gross profit (loss)	60,861	32,127	22,425
Wholesale
Segment Reporting Information [Line Items]
Revenues from external customers	245,580	213,464	174,514
Gross profit (loss)	(1,432)	340	3,257
TDA
Segment Reporting Information [Line Items]
Revenues from external customers	196,669	390,243	379,743
Gross profit (loss)	$ 12,116	$ 25,392	$ 35,125

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Reporting [Abstract]
Segment gross profit	$ 71,545	$ 57,859	$ 60,807
Selling, general and administrative expenses	245,546	184,988	133,842
Depreciation and amortization	4,598	6,019	6,857
Interest expense	9,656	14,596	8,513
Interest income	(5,896)	(5,607)	(3,135)
Revaluation of preferred stock warrant	20,470	769	174
Other income, net	(114)	(96)	(495)
Loss before provision for income taxes	$ (202,715)	$ (142,810)	$ (84,949)

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Current:
Federal	$ 0	$ 0	$ 0
State and local	84	168	229
Total current tax expense	84	168	229
Deferred tax (benefit):
Federal	0	0	0
State and local	0	0	0
Total deferred tax (benefit)	0	0	0
Provision for income taxes	$ 84	$ 168	$ 229

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2018
Income Taxes [Line Items]
Effective tax rate	(0.04%)	(0.12%)	(0.27%)
Valuation allowance	$ 121,859,000	$ 74,959,000	$ 44,900,000	$ 27,500,000
Interest accrued in relation to uncertain tax positions	0
Penalties accrued in relation to uncertain tax positions	0
Domestic Tax Authority
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes	$ 462,100,000
Operating loss carryforwards earliest expiration year	2034
Operating loss carryforwards latest expiration year	2037
Net operating loss carryforwards expiring in indefinite period for tax purposes	$ 335,900,000
Domestic Tax Authority \| Tax Period Expire from 2034 through 2037
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes	$ 126,200,000
State and Local Jurisdiction
Income Taxes [Line Items]
Operating loss carryforwards earliest expiration year	2034
Operating loss carryforwards latest expiration year	2040
State and Local Jurisdiction \| Tax Period Expire from 2034 through 2040
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes	$ 78,700,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Income taxes at statutory rate	$ (42,570)	$ (29,990)	$ (17,839)
State income taxes, net of federal benefit	(5,417)	(1,096)	180
Permanent differences	1,264	772	229
Change in valuation allowance	46,901	30,051	17,756
Other	(94)	431	(97)
Provision for income taxes	$ 84	$ 168	$ 229

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2018
Deferred tax assets:
Net operating loss carryforwards	$ 102,252	$ 66,879
Inventory reserves	12,409	5,911
Stock-based compensation	3,119	840
Accrued Expense	1,456	867
Depreciation		114
Right of Use Asset	4,175
Allowance for Doubtful Accounts	1,809	173
Other	836	423
Total deferred tax assets	126,056	75,207
Less: valuation allowance	(121,859)	(74,959)	$ (44,900)	$ (27,500)
Net deferred tax assets	4,197	248
Deferred tax liabilities:
Intangible amortization	(225)	(248)
Depreciation	(29)
Lease Liability	(3,943)
Net deferred tax liabilities	(4,197)	(248)
Net deferred income taxes	$ 0	$ 0

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Earnings Per Share Basic And Diluted [Abstract]
Net loss	$ (202,799)	$ (142,978)	$ (85,178)
Accretion of redeemable convertible preferred stock		(132,750)	(13,036)
Net loss attributable to common stockholders	$ (202,799)	$ (275,728)	$ (98,214)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	73,345,569	8,605,962	8,540,778
Net loss per share attributable to common stockholders, basic and diluted	$ (2.76)	$ (32.04)	$ (11.50)

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

+ Details

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Potentially dilutive shares not included in calculation of diluted shares outstanding	7,853,010	93,497,146	73,920,658
Redeemable Convertible Preferred Stock
Potentially dilutive shares not included in calculation of diluted shares outstanding		83,568,628	66,825,300
Warrants
Potentially dilutive shares not included in calculation of diluted shares outstanding		161,136	161,136
Stock Options
Potentially dilutive shares not included in calculation of diluted shares outstanding	5,617,568	6,110,000	2,961,008
Restricted Stock Awards
Potentially dilutive shares not included in calculation of diluted shares outstanding		3,249,382	3,873,214
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	2,235,442	408,000	100,000

Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended		12 Months Ended
	Jan. 31, 2019	Jul. 31, 2015	Dec. 31, 2019
Management Services Agreement \| Catterton Management L.L.C
Related Party Transaction [Line Items]
Payment of expenses		$ 0.3
Management Services Agreement \| Catterton Management L.L.C \| Minimum
Related Party Transaction [Line Items]
Percentage of outstanding capital stock		5.00%
Vendor Agreement \| Auto Nation, Inc
Related Party Transaction [Line Items]
Payment of expenses			$ 1.1
Termination period	2020-02
Vendor Agreement \| Auto Nation, Inc \| Minimum
Related Party Transaction [Line Items]
Percentage of outstanding capital stock	5.00%

Subsequent Event - Additional Information (Details) - CarStory - Subsequent Event $ in Millions	Jan. 07, 2021 USD ($) shares
Subsequent Event [Line Items]
Aggregate purchase price	$ 120.0
Business acquisition, cash payment	$ 77.5
Common Stock
Subsequent Event [Line Items]
Business acquisition, number of shares issued \| shares	1,072,117
Vast Holdings, Inc.
Subsequent Event [Line Items]
Percentage of business acquisition rate	100.00%