0001564590-21-043465 | 10-Q | XBRL Viewer

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

7. Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in the carrying value of goodwill by reportable segment for the three and six months ended June 30, 2021 and 2020 (in thousands):

	Ecommerce		Wholesale		TDA		Total
Balance as of December 31, 2019	$	72,231	$	1,720	$	4,221	$	78,172
Change in carrying amount		—		—		—		—
Balance as of June 30, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Acquisition		81,134		—		—		81,134
Balance as of June 30, 2021	$	153,365	$	1,720	$	4,221	$	159,306

Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the six months ended June 30, 2021.

Intangible Assets

Intangibles assets, net consisted of the following (in thousands):

	June 30,			December 31,
	2021			2020
Developed Technology	$	25,700		$	—
Trademarks		5,240			40
Customer Relationships		3,400			—
Other		252			252
		34,592			292
Accumulated Amortization		(3,274	)		(258	)
Intangible assets, net	$	31,318		$	34

Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the six months ended June 30, 2021.

Amortization expense for intangible assets was $1.6 million and $0.1 million for the three months ended June 30, 2021 and 2020, respectively, and $3.0 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively.

The estimated amortization expense for intangible assets subsequent to June 30, 2021 consists of the following (in thousands):

Year Ending December 31:
For remainder of 2021	$	3,111
2022		6,220
2023		6,215
2024		6,215
2025		6,215
Thereafter		3,342
	$	31,318

Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands				1 Months Ended	6 Months Ended
	Sep. 15, 2020 shares	Jun. 11, 2020 $ / shares shares	Jan. 08, 2020 USD ($) shares	Jun. 30, 2020	Jun. 30, 2021 $ / shares shares	Jun. 30, 2020 USD ($)	Dec. 31, 2020 $ / shares shares	Jun. 23, 2020 shares	Aug. 31, 2017 $ / shares shares
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Common stock, issued	10,800,000
Gross proceeds from issuance of preferred stock \| $						$ 21,694
Preferred stock converted into common stock		85,533,394
Preferred stock, authorized		10,000,000
Preferred stock, issued					0
Preferred Stock, outstanding					0
Forward stock split		2		2
Common stock, par value \| $ / shares		$ 0.001			$ 0.001		$ 0.001
Common stock, voting rights					one vote
Stock split, description				2-for-1	On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Common stock, shares authorized		500,000,000			500,000,000		500,000,000
Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock		155,862
Exercise price \| $ / shares					$ 0.72
Maximum \| Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock					161,136
Series H Preferred Stock
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Common stock, issued			1,964,766
Gross proceeds from issuance of preferred stock \| $			$ 26,700
Series F Preferred Stock Warrant
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock								480,250
Exercise price \| $ / shares									$ 8.53
Series F Preferred Stock Warrant \| Maximum
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock									589,970

Net Loss Per Share

6 Months Ended

Jun. 30, 2021

Earnings Per Share Basic And Diluted [Abstract]

Net Loss Per Share

17. Net Loss Per Share

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

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except share and per share amounts)	2021			2020			2021			2020
Net loss	$	(65,807	)	$	(63,228	)	$	(142,996	)	$	(104,287	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		136,507,177			31,599,497			136,002,344			20,035,476
Net loss per share attributable to common stockholders, basic and diluted	$	(0.48	)	$	(2.00	)	$	(1.05	)	$	(5.21	)

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

	As of June 30,
	2021		2020
Convertible senior notes		11,158,722		—
Stock options		4,586,319		6,340,076
Restricted stock awards		—		3,249,382
Restricted stock units		2,145,136		2,488,402
Total		17,890,177		12,077,860

Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions

18. Related Party Transactions

Management Services Agreement

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

AutoNation Reconditioning Agreement

In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrue. The Vendor Agreement was terminated in February 2020.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities
Net loss	$ (142,996)	$ (104,287)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	6,028	2,059
Amortization of debt issuance costs	698	375
Stock-based compensation expense	8,212	4,700
Provision to record inventory at lower of cost or net realizable value	3,093	(1,564)
Revaluation of preferred stock warrant		20,470
Other	2,818	632
Changes in operating assets and liabilities:
Accounts receivable	(41,393)	14,863
Inventory	(99,412)	66,247
Prepaid expenses and other current assets	(26,669)	(7,909)
Other assets	(3,948)	(1,285)
Accounts payable	36,507	919
Accrued expenses	26,306	4,714
Deferred revenue	16,788	(1,835)
Other liabilities	62,117	1,905
Net cash (used in) provided by operating activities	(151,851)	4
Investing activities
Purchase of property and equipment	(8,943)	(3,128)
Acquisition of business, net of cash acquired	(76,145)
Net cash used in investing activities	(85,088)	(3,128)
Financing activities
Proceeds from vehicle floorplan	1,070,110	465,663
Repayments of vehicle floorplan	(1,035,727)	(529,341)
Payment of vehicle floorplan upfront commitment fees		(1,125)
Proceeds from issuance of convertible senior notes	625,000
Issuance costs paid for convertible senior notes	(16,175)
Proceeds from the issuance of redeemable convertible preferred stock, net		21,694
Repurchase of common stock		(1,818)
Common stock shares withheld to satisfy employee tax withholding obligations		(878)
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount		504,023
Payments of costs related to IPO		(1,740)
Proceeds from exercise of stock options	4,381	13
Other financing activities		(66)
Net cash provided by financing activities	647,589	456,425
Net increase in cash, cash equivalents and restricted cash	410,650	453,301
Cash, cash equivalents and restricted cash at the beginning of period	1,090,039	219,587
Cash, cash equivalents and restricted cash at the end of period	1,500,689	672,888
Supplemental disclosure of cash flow information:
Cash paid for interest	6,713	2,743
Cash paid for income taxes	269
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for acquisition of business	39,030
Fair value of unvested stock options assumed for acquisition of business	1,017
Conversion of redeemable convertible preferred stock warrant to common stock warrant		21,873
Issuance of common stock as upfront payment to nonemployee		2,127
Accrued property and equipment expenditures	$ 420	611
IPO
Supplemental disclosure of non-cash investing and financing activities:
Costs related to IPO included in accrued expenses and accounts payable		$ 5,051

Revenue Recognition

6 Months Ended

Jun. 30, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

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

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

Retail Vehicle Revenue

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

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

The Company offers a return 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 condensed consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.”

Wholesale Vehicle Revenue

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

Product Revenue

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

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

A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of June 30, 2021 and December 31, 2020, the Company’s reserve for chargebacks was $6.9 million and $3.8 million, respectively, of which $3.3 million and $1.7 million, respectively, are included within “Accrued expenses” and $3.6 million and $2.1 million, respectively, are included in “Other long-term liabilities.”

The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of June 30, 2021 and December 31, 2020, the Company recognized $15.1 million and $11.5 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.9 million and $0.8 million, respectively, are included within “Prepaid expenses and other current assets” and $14.2 million and $10.7 million, respectively, are included within “Other assets.”

Other Revenue

Other revenue consists of labor and parts revenue earned by the Company for vehicle repair services at TDA and, commencing in the first quarter of 2021, revenue from CarStory.

Contract Costs

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

- 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.

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Inventory - Additional Information (Details) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 16.0	$ 12.9

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 3,304	$ 2,803
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	136,717,347	134,043,969
Common stock, shares outstanding	136,717,347	134,043,969

Segment Information - Summary of Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Segment Reporting Information [Line Items]
Revenues from external customers	$ 761,890	$ 253,093	$ 1,353,008	$ 628,865
Gross profit (loss)	63,128	7,607	99,304	25,994
Ecommerce
Segment Reporting Information [Line Items]
Revenues from external customers	579,663	175,568	1,001,971	408,740
Gross profit (loss)	49,638	7,219	81,475	21,486
Wholesale
Segment Reporting Information [Line Items]
Revenues from external customers	128,108	50,921	246,132	106,497
Gross profit (loss)	8,516	(543)	8,234	(1,838)
TDA
Segment Reporting Information [Line Items]
Revenues from external customers	50,759	26,318	98,346	112,902
Gross profit (loss)	3,148	864	5,939	6,124
All Other
Segment Reporting Information [Line Items]
Revenues from external customers	3,360	286	6,559	726
Gross profit (loss)	$ 1,826	$ 67	$ 3,656	$ 222

- Definition

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

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- Definition

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 - Reconciliation of Total Reportable Segment Revenue and Gross Profit to Consolidated Total Revenue and Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Reconciliation to consolidated total revenue
Total revenue	$ 761,890	$ 253,093	$ 1,353,008	$ 628,865
Reconciliation to consolidated loss before provision for income taxes
Gross profit	63,128	7,607	99,304	25,994
Selling, general and administrative expenses	123,898	47,911	232,764	106,291
Depreciation and amortization	3,058	1,083	5,900	2,049
Interest expense	3,880	1,297	7,692	4,123
Interest income	(2,062)	(715)	(4,358)	(2,671)
Revaluation of preferred stock warrant		21,260		20,470
Other income, net	(33)	(53)	(48)	(86)
Loss before provision for income taxes	(65,613)	(63,176)	(142,646)	(104,182)
All Other
Reconciliation to consolidated total revenue
Total revenue	3,360	286	6,559	726
Reconciliation to consolidated loss before provision for income taxes
Gross profit	1,826	67	3,656	222
Reportable Segments
Reconciliation to consolidated total revenue
Total revenue	758,530	252,807	1,346,449	628,139
Reconciliation to consolidated loss before provision for income taxes
Gross profit	$ 61,302	$ 7,540	$ 95,648	$ 25,772

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate	(0.30%)	(0.08%)	(0.25%)	(0.10%)
Uncertain tax positions	$ 0		$ 0		$ 0

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Activity in Goodwill by Segment

The following table summarizes the activity in the carrying value of goodwill by reportable segment for the three and six months ended June 30, 2021 and 2020 (in thousands):

	Ecommerce		Wholesale		TDA		Total
Balance as of December 31, 2019	$	72,231	$	1,720	$	4,221	$	78,172
Change in carrying amount		—		—		—		—
Balance as of June 30, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Acquisition		81,134		—		—		81,134
Balance as of June 30, 2021	$	153,365	$	1,720	$	4,221	$	159,306

Schedule of Intangible Assets, Net

Intangible Assets

Intangibles assets, net consisted of the following (in thousands):

	June 30,			December 31,
	2021			2020
Developed Technology	$	25,700		$	—
Trademarks		5,240			40
Customer Relationships		3,400			—
Other		252			252
		34,592			292
Accumulated Amortization		(3,274	)		(258	)
Intangible assets, net	$	31,318		$	34

Schedule of Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for intangible assets subsequent to June 30, 2021 consists of the following (in thousands):

Year Ending December 31:
For remainder of 2021	$	3,111
2022		6,220
2023		6,215
2024		6,215
2025		6,215
Thereafter		3,342
	$	31,318

Vehicle Floorplan Facilities - Additional Information (Details) - 2020 Vehicle Floorplan Facility - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Line Of Credit Facility [Line Items]
Outstanding borrowings		$ 363,600,000		$ 363,600,000		$ 329,200,000
Interest expense		$ 3,600,000	$ 1,000,000.0	$ 7,400,000	$ 3,700,000
Weighted average interest rate		4.35%		4.35%		4.39%
Debt instrument, covenant compliance				As of June 30, 2021 and December 31, 2020, the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility.
Credit Balance Agreements
Line Of Credit Facility [Line Items]
Interest credits earned		$ 2,000,000.0	$ 700,000	$ 4,200,000	$ 2,400,000
Ally Bank and Ally Financial \| Line Of Credit
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 450,000,000.0
Expiration term	2022-09
Line of credit facility, description				The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period.
Line of credit facility, current borrowing capacity		450,000,000.0		$ 450,000,000.0
Line of credit facility, unutilized borrowing capacity		$ 86,400,000		$ 86,400,000
Period of LIBOR measurement	1 month
Basis points	4.25%
Debt instrument, covenant description				The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank.
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents	7.50%
Debt instrument covenant percentage of deposit in basis of monthly credit line availability	10.00%

Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended	6 Months Ended
	Sep. 15, 2020 USD ($) $ / shares shares	Jun. 11, 2020 USD ($) $ / shares shares	Jun. 30, 2020	Jun. 30, 2021 Segment	Jun. 30, 2020 USD ($)
Description of Business and Basis of Presentation [Line Items]
Number of reportable segments \| Segment				3
Forward stock split, description			2-for-1	On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Forward stock split		2	2
Stock issued during period shares \| shares	10,800,000
Sale of stock, price per share \| $ / shares	$ 54.50
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses					$ 504,023
Stock offering expenses	$ 1,500
Proceeds from offering, net	$ 569,500
Initial Public Offering
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		24,437,500
Sale of stock, price per share \| $ / shares		$ 22.00
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses		$ 504,000
Stock offering expenses		$ 7,500
Underwriters
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		3,187,500

Segment Information

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Information

15. Segment Information

The Company has three reportable segments: Ecommerce, Wholesale, and TDA. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise-wide group basis. Accordingly, the Company does not report segment asset information. As of June 30, 2021 and December 31, 2020, long-lived assets were predominantly located in the United States.

The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicle sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicle sales. Revenues within the “All Other” category consist of the CarStory business and vehicle repair services at TDA.

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

	Three Months Ended June 30, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	579,663	$	128,108		$	50,759	$	3,360	$	761,890
Gross profit	$	49,638	$	8,516		$	3,148	$	1,826	$	63,128

	Three Months Ended June 30, 2020
	Ecommerce		Wholesale			TDA		All Other ⁽¹⁾		Total
Revenues from external customers	$	175,568	$	50,921		$	26,318	$	286	$	253,093
Gross profit (loss)	$	7,219	$	(543	)	$	864	$	67	$	7,607

	Six Months Ended June 30, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	1,001,971	$	246,132		$	98,346	$	6,559	$	1,353,008
Gross profit	$	81,475	$	8,234		$	5,939	$	3,656	$	99,304

	Six Months Ended June 30, 2020
	Ecommerce		Wholesale			TDA		All Other ⁽¹⁾		Total
Revenues from external customers	$	408,740	$	106,497		$	112,902	$	726	$	628,865
Gross profit (loss)	$	21,486	$	(1,838	)	$	6,124	$	222	$	25,994

⁽¹⁾

The Company reclassified other revenue and other gross profit related to the vehicle repair service at TDA from the TDA reportable segment to the ”All Other” category to conform to current year presentation.

Reconciliations of total reportable segment revenue and gross profit to consolidated total revenue and consolidated loss before provision for income taxes are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	758,530		$	252,807		$	1,346,449		$	628,139
All Other revenues		3,360			286			6,559			726
Consolidated total revenue	$	761,890		$	253,093		$	1,353,008		$	628,865
Reconciliation to consolidated loss before provision for income taxes
Total reportable segment gross profit	$	61,302		$	7,540		$	95,648		$	25,772
All Other gross profit		1,826			67			3,656			222
Selling, general and administrative expenses		123,898			47,911			232,764			106,291
Depreciation and amortization		3,058			1,083			5,900			2,049
Interest expense		3,880			1,297			7,692			4,123
Interest Income		(2,062	)		(715	)		(4,358	)		(2,671	)
Revaluation of preferred stock warrant		—			21,260			—			20,470
Other income, net		(33	)		(53	)		(48	)		(86	)
Consolidated loss before provision for income taxes	$	(65,613	)	$	(63,176	)	$	(142,646	)	$	(104,182	)

- 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.

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+ Details

Redeemable Convertible Preferred Stock and Stockholders Equity

6 Months Ended

Jun. 30, 2021

Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract]

Redeemable Convertible Preferred Stock and Stockholders' Equity

12. Redeemable Convertible Preferred Stock and Stockholders’ Equity

Redeemable Convertible Preferred Stock

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

Immediately upon closing of the IPO, the Company’s outstanding preferred stock was automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of June 30, 2021, there was no preferred stock issued or outstanding.

Common Stock

On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. 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 on a cashless basis by the holder which resulted in the net issuance of 155,862 shares of the Company’s common stock.

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

Inventory

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventory

5. Inventory

Inventory consisted of the following (in thousands):

	June 30,		December 31,
	2021		2020
Vehicles	$	518,331	$	421,458
Parts and accessories		1,635		2,189
Total inventory	$	519,966	$	423,647

As of June 30, 2021 and December 31, 2020, “Inventory” includes an adjustment of $16.0 million and $12.9 million, respectively, to record the balances at the lower of cost or net realizable value.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Aug. 09, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Trading Symbol	VRM
Entity Registrant Name	VROOM, INC.
Entity Central Index Key	0001580864
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity File Number	001-39315
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	1375 Broadway
Entity Address, Address Line Two	Floor 11
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	855
Local Phone Number	524-1300
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		136,714,597

Description of Business and Basis of Presentation

6 Months Ended

Jun. 30, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

Description of Business and Organization

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

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

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

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

Stock Split

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

Initial Public Offering

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

Follow-on Public Offering

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

Basis of Presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2020.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 30, 2021 and its results of operations for the three and six months ended June 30, 2021 and 2020. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation.

Principles of Consolidation

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

Commitments and Contingencies

6 Months Ended

Jun. 30, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition, or cash flows. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred.

Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits are captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits assert similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. The complaints seek damages purportedly caused by alleged materially misleading statements and/or omissions by the Company and the named individual officers. In each case, the named plaintiff(s) seek to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The consolidated case is in preliminary stages, and the Company has not yet responded. The Company believes these lawsuits are without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

Letters of Credit

The Company obtained stand-by letters of credit to satisfy conditions under three lease agreements. The Company was required to maintain a cash deposit of $1.8 million and $2.2 million with the financial institution that issued the stand-by letters of credit, which is classified as “Restricted cash” within the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively.

Other Matters

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

Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Vehicle payable	$ 68,737	$ 25,086
Other	22,249	5,189
Total other current liabilities	$ 90,986	$ 30,275

Income Taxes

6 Months Ended

Jun. 30, 2021

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

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

The Company’s effective tax rate for the three months ended June 30, 2021 and 2020 was (0.30)% and (0.08)%, respectively. The effective tax rate for the six months ended June 30, 2021 and 2020 was (0.25)% and (0.10)%, respectively.

The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as foreign tax and research tax credits, to offset its post-change income and taxes may be limited. An “ownership change” generally occurs if there is a cumulative change exceeding 50 percentage points over a rolling-three-year period in ownership by “5% shareholders”. Similar rules may apply under state tax laws

The Company experienced an ownership change in April 2021 and as a result, the utilization of the Company’s net operating loss, capital loss and U.S. credit carryforwards to offset taxable income are subject to an annual limitation, pursuant to Internal Revenue Code (IRC) Sections 382 and 383. The Company is currently evaluating the impact of the limitation on its ability to utilize tax attributes in the future. The Company currently has a full valuation allowance against all its tax attributes.

The Company has not identified any uncertain tax positions as of June 30, 2021 and December 31, 2020.

- 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

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
For remainder of 2021	$ 3,111
2022	6,220
2023	6,215
2024	6,215
2025	6,215
Thereafter	3,342
Intangible assets, net	$ 31,318	$ 34

Long-Term Debt

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Long-Term Debt

10. Long-term Debt

On June 18, 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026 (the “Notes”), including $75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment option granted to the initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee.

The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022. The Notes will mature on July 1, 2026, subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $608.8 million.

Each $1,000 principal amount of the Notes will initially be convertible into 17.8527 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $56.01 per share, subject to adjustment upon the occurrence of specified events. The Notes are convertible, at the option of the noteholders, on or after April 1, 2026. Prior to April 1, 2026, the Notes are convertible only under the following circumstances:

•

During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day;

•

During the five consecutive business day period after any ten consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each day of that ten consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the Notes on such trading day;

•

If the Company calls any or all of the Notes for redemption; or

•

Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to common stockholders (as set forth in the Indenture).

The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

The Company may not redeem the Notes prior to July 6, 2024. On or after July 6, 2024, the Company may redeem all or any portion of the Notes for cash equal to 100% of the principal amount of the Notes being redeemed plus any accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period.

If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the three months ended June 30, 2021, the conditions allowing holders of the Notes to convert were not met.

We account for the Notes as a single liability-classified instrument measured at amortized cost. As of June 30, 2021, the unamortized debt discount and debt issuance costs was $16.0 million and the net carrying value was $609.0 million. The total estimated fair value of the Notes as of June 30, 2021 was approximately $644.0 million. The fair value was determined using commonly employed valuation methodologies applying observable market inputs and is classified within Level 2 of the fair value hierarchy.

The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the three and six months ended June 30, 2021 was not material. The effective interest rate of the Notes is 1.3%.

Long-term Debt - Additional Information (Details)		6 Months Ended
Long-term Debt - Additional Information (Details)	Jun. 18, 2021 USD ($) Day $ / shares shares	Jun. 30, 2021 USD ($)
Debt Instrument [Line Items]
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties		$ 625,000,000
Net carrying value of debt		$ 608,960,000
0.75% Unsecured Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Debt instrument aggregate principal amount	$ 625,000,000.0
Debt instrument interest rate	0.75%
Aggregate principal amount exercise in overallotment option granted to initial purchasers	$ 75,000,000.0
Long-term debt, frequency of periodic payment		semiannually
Long-term debt, beginning date of payment	Jan. 01, 2022
Long-term debt, maturity date	Jul. 01, 2026
Long-term debt payment terms		The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022.
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties	$ 608,800,000
Debt conversion, each principal amount initially be convertible	$ 1,000
Initial conversion price per share \| $ / shares	$ 56.01
Debt instrument conversion date	Apr. 01, 2026
Unamortized debt discount and debt issuance costs		$ 16,000,000.0
Net carrying value of debt		$ 609,000,000.0
Effective interest rate		1.30%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Level 2
Debt Instrument [Line Items]
Estimated fair value of notes		$ 644,000,000.0
0.75% Unsecured Convertible Senior Notes Due 2026 \| During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021
Debt Instrument [Line Items]
Consecutive trading days \| Day	30
0.75% Unsecured Convertible Senior Notes Due 2026 \| During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021 \| Minimum
Debt Instrument [Line Items]
Trading days \| Day	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period
Debt Instrument [Line Items]
Debt conversion, each principal amount initially be convertible	$ 1,000
Consecutive trading days \| Day	10
0.75% Unsecured Convertible Senior Notes Due 2026 \| During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period \| Maximum
Debt Instrument [Line Items]
Conversion price	98.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Company May Redeem On or after July 6, 2024
Debt Instrument [Line Items]
Consecutive trading days \| Day	30
Redemption percentage of principal amount	100.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Company May Redeem On or after July 6, 2024 \| Minimum
Debt Instrument [Line Items]
Trading days \| Day	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Common Stock
Debt Instrument [Line Items]
Debt conversion, for each principal amount conversion to shares \| shares	17.8527

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

Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Jan. 07, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 159,306		$ 78,172	$ 78,172	$ 78,172
Vast Holdings, Inc. (“d/b/a CarStory”)
Business Acquisition [Line Items]
Cash and cash equivalents		$ 865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		81,134
Current liabilities		(943)
Net assets acquired		$ 117,057

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 1.6	$ 0.1	$ 3.0	$ 0.3

Acquisition - Summary of Fair Value of Consideration Transferred (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands	Jan. 07, 2021 USD ($)
Business Acquisition [Line Items]
Cash	$ 77,010
Common stock issued	39,030
Fair value of unvested stock options assumed	1,017
Total	$ 117,057

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of Accrued Expenses

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

	June 30,		December 31,
	2021		2020
Accrued marketing expenses	$	12,168	$	9,106
Vehicle related expenses		23,023		13,062
Sales taxes		28,409		15,443
Accrued compensation and benefits		7,242		5,749
Accrued professional services		3,831		4,890
Other		11,655		11,155
Total accrued expenses	$	86,328	$	59,405

Other Current Liabilities

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

	June 30,		December 31,
	2021		2020
Vehicle payable	$	68,737	$	25,086
Other		22,249		5,189
Total other current liabilities	$	90,986	$	30,275

Segment Information (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Summary of Segments

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

	Three Months Ended June 30, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	579,663	$	128,108		$	50,759	$	3,360	$	761,890
Gross profit	$	49,638	$	8,516		$	3,148	$	1,826	$	63,128

	Three Months Ended June 30, 2020
	Ecommerce		Wholesale			TDA		All Other ⁽¹⁾		Total
Revenues from external customers	$	175,568	$	50,921		$	26,318	$	286	$	253,093
Gross profit (loss)	$	7,219	$	(543	)	$	864	$	67	$	7,607

	Six Months Ended June 30, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	1,001,971	$	246,132		$	98,346	$	6,559	$	1,353,008
Gross profit	$	81,475	$	8,234		$	5,939	$	3,656	$	99,304

	Six Months Ended June 30, 2020
	Ecommerce		Wholesale			TDA		All Other ⁽¹⁾		Total
Revenues from external customers	$	408,740	$	106,497		$	112,902	$	726	$	628,865
Gross profit (loss)	$	21,486	$	(1,838	)	$	6,124	$	222	$	25,994

⁽¹⁾

Reconciliation of Total Reportable Segment Revenue and Gross Profit to Consolidated Total Revenue and Loss Before Provision for Income Taxes

Reconciliations of total reportable segment revenue and gross profit to consolidated total revenue and consolidated loss before provision for income taxes are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	758,530		$	252,807		$	1,346,449		$	628,139
All Other revenues		3,360			286			6,559			726
Consolidated total revenue	$	761,890		$	253,093		$	1,353,008		$	628,865
Reconciliation to consolidated loss before provision for income taxes
Total reportable segment gross profit	$	61,302		$	7,540		$	95,648		$	25,772
All Other gross profit		1,826			67			3,656			222
Selling, general and administrative expenses		123,898			47,911			232,764			106,291
Depreciation and amortization		3,058			1,083			5,900			2,049
Interest expense		3,880			1,297			7,692			4,123
Interest Income		(2,062	)		(715	)		(4,358	)		(2,671	)
Revaluation of preferred stock warrant		—			21,260			—			20,470
Other income, net		(33	)		(53	)		(48	)		(86	)
Consolidated loss before provision for income taxes	$	(65,613	)	$	(63,176	)	$	(142,646	)	$	(104,182	)

Inventory (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):

	June 30,		December 31,
	2021		2020
Vehicles	$	518,331	$	421,458
Parts and accessories		1,635		2,189
Total inventory	$	519,966	$	423,647

Acquisition (Tables)

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Summary of Fair Value of Consideration Transferred

The fair value of the consideration transferred to acquire Vast Holdings, Inc. was approximately $117.1 million at the acquisition date and consisted of the following (in thousands):

	Fair Value
Cash	$	77,010
Common stock issued ⁽¹⁾		39,030
Fair value of unvested stock options assumed ⁽²⁾		1,017
Total	$	117,057

(1)

The Company issued 1,072,117 shares of common stock. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period.

(2)

The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock.

Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date (in thousands):

	Fair Value
Cash and cash equivalents	$	865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		81,134
Current liabilities		(943	)
Net assets acquired	$	117,057

Summary of Preliminary Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life

The following table summarizes the preliminary identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):

	Fair Value		Weighted Average Useful Life
Developed technology	$	25,700	5
Trademarks		5,200	8
Customer relationships		3,400	8
Total intangible assets subject to amortization	$	34,300

Commitments and Contingencies - Additional Information (Details) - Financial Standby Letters of Credit $ in Millions	Jun. 30, 2021 USD ($) Lease	Dec. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Number of lease agreements \| Lease	3
Required cash deposit with financial institution \| $	$ 1.8	$ 2.2

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 3,058	$ 1,083	$ 5,900	$ 2,049
Amortization expense	1,600	100	3,000	300
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Amortization expense	300	100	600	300
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	1,500	$ 1,000	3,000	$ 1,800
Cloud Computing Arrangements \| Other Assets
Property Plant And Equipment [Line Items]
Implementation costs capitalized	4,500		4,500		$ 3,600
Implementation costs capitalized, accumulated amortization	$ 1,500		$ 1,500		$ 1,000

Acquisition

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Acquisition

4. Acquisition

On January 7, 2021, the Company completed the acquisition of 100% of Vast Holdings, Inc. (d/b/a CarStory), a leader in AI-powered analytics and digital services for automotive retail. Leveraging its machine learning, CarStory brings predictive market data to the Company’s national ecommerce and vehicle operations platform. The Company expects CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. The financial results of CarStory were included in the condensed consolidated financial statements from the date of acquisition and were not material for the three and six months ended June 30, 2021. The transaction costs associated with its acquisition were not material for the three and six months ended June 30, 2021. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the condensed consolidated financial statements.

The fair value of the consideration transferred to acquire Vast Holdings, Inc. was approximately $117.1 million at the acquisition date and consisted of the following (in thousands):

	Fair Value
Cash	$	77,010
Common stock issued ⁽¹⁾		39,030
Fair value of unvested stock options assumed ⁽²⁾		1,017
Total	$	117,057

(1)

(2)

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date (in thousands):

	Fair Value
Cash and cash equivalents	$	865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		81,134
Current liabilities		(943	)
Net assets acquired	$	117,057

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating CarStory's technology with the Company's ecommerce offerings. All of the goodwill was assigned to the ecommerce reportable segment.

The following table summarizes the preliminary identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands):

	Fair Value		Weighted Average Useful Life
Developed technology	$	25,700	5
Trademarks		5,200	8
Customer relationships		3,400	8
Total intangible assets subject to amortization	$	34,300

Developed technology, most of which is protected by a patent portfolio, represents the fair value of CarStory’s industry-specific AI powered analytics software. Trademarks represent the CarStory trademarks, trade names and domain names.

The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The estimated fair value of the intangible assets acquired was determined using a discounted cash flow (DCF) method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the Company’s relative risk. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, as well as the liabilities assumed is preliminary, pending the receipt of the final third-party valuation report.

Acquisition - Additional Information (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands	Jan. 07, 2021 USD ($)
Business Acquisition [Line Items]
Business acquisition, date of acquisition	Jan. 07, 2021
Percentage of business acquisition rate	100.00%
Fair value of consideration transferred	$ 117,057

Financial Instruments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

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

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

`	As of June 30, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	1,192,696	$	—	$	—	$	1,192,696
Total financial assets	$	1,192,696	$	—	$	—	$	1,192,696

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

Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 1,192,696	$ 814,681
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	1,192,696	814,681
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	1,192,696	814,681
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 1,192,696	$ 814,681

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

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

Due to the evolving and uncertain nature of the COVID-19 pandemic, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face.

Comprehensive Loss

The Company did not have any other comprehensive income or loss for the three and six months ended June 30, 2021 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented.

Restricted Cash

Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies. As of June 30, 2021 and December 31, 2020, restricted cash also includes $35.3 million and $31.6 million, respectively, of cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities.

Business Combinations

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s condensed consolidated statement of operations.

Advertising

Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $23.5 million and $11.6 million for the three months ended June 30, 2021 and 2020, respectively, and $53.1 million and $29.5 million for the six months ended June 30, 2021 and 2020, respectively.

Shipping and Handling

The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $20.2 million and $5.5 million for the three months ended June 30, 2021 and 2020, respectively, and $35.3 million and $11.3 million for the six months ended June 30, 2021 and 2020, respectively.

Concentration of Credit Risk and Significant Customers

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

For the three and six months ended June 30, 2021 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020.

Liquidity

The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. The Company closed its IPO on June 11, 2020 in which it received proceeds of $504.0 million, net of the underwriting discount and before deducting offering expenses of $7.5 million. Additionally, the Company closed its follow-on public offering on September 15, 2020 in which it received proceeds of $569.5 million, net of the underwriting discount and before deducting offering expenses of $1.5 million.

In June 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026. Refer to Note 10 – Long-term Debt for further discussion.

As further discussed in Note 9 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022.

Nonemployee Share-Based Payments

On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during 2021 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year 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 condensed 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 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 Company adopted the guidance on January 1, 2021 which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021. There was no impact on the date of adoption. During the three months ended June 30, 2021, the Company issued convertible notes. Refer to Note 10 – Long-term Debt for further discussion.

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Accrued marketing expenses	$ 12,168	$ 9,106
Vehicle related expenses	23,023	13,062
Sales taxes	28,409	15,443
Accrued compensation and benefits	7,242	5,749
Accrued professional services	3,831	4,890
Other	11,655	11,155
Total accrued expenses	$ 86,328	$ 59,405

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

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

	June 30,		December 31,
	2021		2020
Accrued marketing expenses	$	12,168	$	9,106
Vehicle related expenses		23,023		13,062
Sales taxes		28,409		15,443
Accrued compensation and benefits		7,242		5,749
Accrued professional services		3,831		4,890
Other		11,655		11,155
Total accrued expenses	$	86,328	$	59,405

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

	June 30,		December 31,
	2021		2020
Vehicle payable	$	68,737	$	25,086
Other		22,249		5,189
Total other current liabilities	$	90,986	$	30,275

Goodwill and Intangible Assets - Summary of Activity in Goodwill by Segment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Goodwill [Line Items]
Beginning Balance	$ 78,172	$ 78,172
Change in carrying amount
Acquisition	81,134
Ending Balance	159,306	78,172
Ecommerce
Goodwill [Line Items]
Beginning Balance	72,231	72,231
Change in carrying amount
Acquisition	81,134
Ending Balance	153,365	72,231
Wholesale
Goodwill [Line Items]
Beginning Balance	1,720	1,720
Change in carrying amount
Ending Balance	1,720	1,720
TDA
Goodwill [Line Items]
Beginning Balance	4,221	4,221
Change in carrying amount
Ending Balance	$ 4,221	$ 4,221

Stock-based Compensation

6 Months Ended

Jun. 30, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

13. Stock-based Compensation

On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to the number of shares representing a 4% annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of June 30, 2021, there were 2,778,836 shares available for future issuance under the 2020 Plan.

Stock Options

The Company recognized $0.6 million of stock-based compensation expense related to stock options for the three months ended June 30, 2021 and 2020, and $1.2 million for the six months ended June 30, 2021 and 2020. As of June 30, 2021 and December 31, 2020, the Company had $4.0 million and $3.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 years and 2.2 years, respectively.

RSUs

The Company recognized $4.8 million and $3.3 million of stock-based compensation expense related to RSUs for the three months ended June 30, 2021 and 2020, respectively, and $7.0 million and $3.3 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company had $39.8 million and $15.4 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.9 years and 1.8 years, respectively.

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 6.9	$ 3.8
Cumulative profit sharing payment recognized	$ 15.1	11.5
Revenue, practical expedient, incremental cost of obtaining contract	true
Accrued Expenses
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 3.3	1.7
Other Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	3.6	2.1
Prepaid Expenses and Other Current Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	0.9	0.8
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 14.2	$ 10.7

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2021
Accounting Policies [Abstract]
Stock Split	Stock Split In connection with the closing of the Company’s initial public offering (“IPO”) on June 11, 2020, the Company effected a 2-for-1 forward stock split of the Company’s common stock, which became effective immediately prior to the consummation of the IPO. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented.
Initial Public Offering	Initial Public Offering The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms, all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO.
Follow-on Public Offering	Follow-on Public Offering The Company closed its follow-on public offering on September 15, 2020 in which it sold 10,800,000 shares of common stock at the public offering price of $54.50 per share. The Company received proceeds of $569.5 million from the offering, net of the underwriting discount and before deducting offering expenses of $1.5 million.
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2020. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of June 30, 2021 and its results of operations for the three and six months ended June 30, 2021 and 2020. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of the COVID-19 pandemic, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face.
Comprehensive Loss	Comprehensive Loss The Company did not have any other comprehensive income or loss for the three and six months ended June 30, 2021 and 2020. Accordingly, net loss and comprehensive loss are the same for the periods presented.
Restricted Cash	Restricted Cash Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies. As of June 30, 2021 and December 31, 2020, restricted cash also includes $35.3 million and $31.6 million, respectively, of cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities.
Business Combinations	Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s condensed consolidated statement of operations.
Advertising	Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $23.5 million and $11.6 million for the three months ended June 30, 2021 and 2020, respectively, and $53.1 million and $29.5 million for the six months ended June 30, 2021 and 2020, respectively.
Shipping and Handling	Shipping and Handling The Company’s logistics costs related to transporting its used vehicle inventory primarily include third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility is included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfil contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $20.2 million and $5.5 million for the three months ended June 30, 2021 and 2020, respectively, and $35.3 million and $11.3 million for the six months ended June 30, 2021 and 2020, respectively.
Concentration of Credit Risk and Significant Customers	Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid US treasury securities. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the three and six months ended June 30, 2021 and 2020, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020.
Liquidity	Liquidity The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. The Company closed its IPO on June 11, 2020 in which it received proceeds of $504.0 million, net of the underwriting discount and before deducting offering expenses of $7.5 million. Additionally, the Company closed its follow-on public offering on September 15, 2020 in which it received proceeds of $569.5 million, net of the underwriting discount and before deducting offering expenses of $1.5 million. In June 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026. Refer to Note 10 – Long-term Debt for further discussion. As further discussed in Note 9 – Vehicle Floorplan Facilities, the Company entered into a new facility in March 2020 which increased the borrowing capacity to $450.0 million. In October 2020, the Vehicle Floorplan Facility was amended to extend the maturity date to September 2022.
Non-Employee Share-Based Payments	Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company will list its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory will be conducted through the Company’s platform. Rocket Auto is expected to launch publicly during 2021 and, during the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year 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 condensed 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	Accounting Standards 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 Company adopted the guidance on January 1, 2021 which did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021. There was no impact on the date of adoption. During the three months ended June 30, 2021, the Company issued convertible notes. Refer to Note 10 – Long-term Debt for further discussion.

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2021

Earnings Per Share Basic And Diluted [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

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

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except share and per share amounts)	2021			2020			2021			2020
Net loss	$	(65,807	)	$	(63,228	)	$	(142,996	)	$	(104,287	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		136,507,177			31,599,497			136,002,344			20,035,476
Net loss per share attributable to common stockholders, basic and diluted	$	(0.48	)	$	(2.00	)	$	(1.05	)	$	(5.21	)

Summary of Calculation of Diluted Shares Outstanding

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

	As of June 30,
	2021		2020
Convertible senior notes		11,158,722		—
Stock options		4,586,319		6,340,076
Restricted stock awards		—		3,249,382
Restricted stock units		2,145,136		2,488,402
Total		17,890,177		12,077,860

Property and Equipment, Net (Tables)

6 Months Ended

Jun. 30, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

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

	June 30,			December 31,
	2021			2020
Equipment	$	1,011		$	1,061
Furniture and fixtures		1,921			1,746
Company vehicles		7,807			5,002
Leasehold improvements		7,161			7,068
Internal-use software		13,885			10,552
Other		5,957			2,997
		37,742			28,426
Accumulated depreciation and amortization		(16,345	)		(13,334	)
Property and equipment, net	$	21,397		$	15,092

Financial Instruments and Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

14. Financial Instruments and Fair Value Measurements

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

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

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

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

Items Measured at Fair Value on a Recurring Basis

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

`	As of June 30, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	1,192,696	$	—	$	—	$	1,192,696
Total financial assets	$	1,192,696	$	—	$	—	$	1,192,696

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

Fair Value of Financial Instruments

The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the 2020 Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. Refer to Note 10 – Long-term debt for further discussion related to the fair value of our convertible debt issuance.

Assets and liabilities acquired as part of a business combination are recorded at fair value on a nonrecurring basis. Refer to Note 4 – Acquisition for additional information.

- 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

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Total revenue	$ 761,890	$ 253,093	$ 1,353,008	$ 628,865
Cost of sales	698,762	245,486	1,253,704	602,871
Total gross profit	63,128	7,607	99,304	25,994
Selling, general and administrative expenses	123,898	47,911	232,764	106,291
Depreciation and amortization	3,058	1,083	5,900	2,049
Loss from operations	(63,828)	(41,387)	(139,360)	(82,346)
Interest expense	3,880	1,297	7,692	4,123
Interest income	(2,062)	(715)	(4,358)	(2,671)
Revaluation of preferred stock warrant		21,260		20,470
Other income, net	(33)	(53)	(48)	(86)
Loss before provision for income taxes	(65,613)	(63,176)	(142,646)	(104,182)
Provision for income taxes	194	52	350	105
Net loss	$ (65,807)	$ (63,228)	$ (142,996)	$ (104,287)
Net loss per share attributable to common stockholders, basic and diluted	$ (0.48)	$ (2.00)	$ (1.05)	$ (5.21)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	136,507,177	31,599,497	136,002,344	20,035,476
Retail vehicle, net
Revenue:
Total revenue	$ 608,116	$ 196,150	$ 1,062,439	$ 504,862
Wholesale vehicle
Revenue:
Total revenue	128,108	50,921	246,132	106,497
Product, net
Revenue:
Total revenue	22,306	5,736	37,878	16,780
Other
Revenue:
Total revenue	$ 3,360	$ 286	$ 6,559	$ 726

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 37,742	$ 28,426
Accumulated depreciation and amortization	(16,345)	(13,334)
Property and equipment, net	21,397	15,092
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,011	1,061
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,921	1,746
Company Vehicles
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,807	5,002
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,161	7,068
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	13,885	10,552
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 5,957	$ 2,997

Acquisition - Summary of Preliminary Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands	Jan. 07, 2021 USD ($)
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 34,300
Developed Technology
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 25,700
Weighted Average Useful Life	5 years
Trademarks
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 5,200
Weighted Average Useful Life	8 years
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Fair Value	$ 3,400
Weighted Average Useful Life	8 years

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 1,463,573	$ 1,056,213
Restricted cash	37,116	33,826
Accounts receivable, net of allowance of $3,304 and $2,803, respectively	100,491	60,576
Inventory	519,966	423,647
Prepaid expenses and other current assets	49,984	23,617
Total current assets	2,171,130	1,597,879
Property and equipment, net	21,397	15,092
Intangible assets, net	31,318	34
Goodwill	159,306	78,172
Operating lease right-of-use assets	17,679	17,137
Other assets	19,809	15,742
Total assets	2,420,639	1,724,056
Current Liabilities:
Accounts payable	69,813	32,925
Accrued expenses	86,328	59,405
Vehicle floorplan	363,614	329,231
Deferred revenue	41,648	24,822
Operating lease liabilities, current	6,612	6,052
Other current liabilities	90,986	30,275
Total current liabilities	659,001	482,710
Convertible senior notes	608,960
Operating lease liabilities, excluding current portion	12,348	12,093
Other long-term liabilities	3,584	2,151
Total liabilities	1,283,893	496,954
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 136,717,347 and 134,043,969 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	134	132
Additional paid-in-capital	2,057,479	2,004,841
Accumulated deficit	(920,867)	(777,871)
Total stockholders’ equity	1,136,746	1,227,102
Total liabilities and stockholders’ equity	$ 2,420,639	$ 1,724,056

Acquisition - Summary of Fair Value of Consideration Transferred (Parenthetical) (Details) - Vast Holdings, Inc. (“d/b/a CarStory”)	Jan. 07, 2021 shares
Business Acquisition [Line Items]
Business acquisition discounted marketability percentage	10.00%
Business acquisition lock up period	180 days
Share conversion ratio	0.0392
Common Stock
Business Acquisition [Line Items]
Business acquisition, number of shares issued	1,072,117

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands	Total	IPO	Redeemable Convertible Preferred Stock	Common Stock	Common Stock Restricted Stock Units	Common Stock IPO	Additional Paid-in Capital	Additional Paid-in Capital IPO	Accumulated Deficit
Temporary Equity, Balance at Dec. 31, 2019			$ 874,332
Temporary Equity, Balance, shares at Dec. 31, 2019			83,568,628
Balance at Dec. 31, 2019	$ (573,852)			$ 8					$ (573,860)
Balance (in shares) at Dec. 31, 2019				8,650,922
Stock-based compensation	600						$ 600
Exercise of stock options	6						6
Exercise of stock options (in shares)				2,774
Repurchase of common stock	(1,818)						(606)		(1,212)
Repurchase of common stock (in shares)				(200,000)
Issuance of Series H redeemable convertible preferred stock, net of issuance costs			$ 26,714
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares			1,964,766
Net loss	(41,059)								(41,059)
Balance at Mar. 31, 2020	(616,123)			$ 8					(616,131)
Temporary Equity, Balance (in shares) at Mar. 31, 2020			85,533,394
Temporary Equity, Balance at Mar. 31, 2020			$ 901,046
Balance (in shares) at Mar. 31, 2020				8,453,696
Temporary Equity, Balance at Dec. 31, 2019			$ 874,332
Temporary Equity, Balance, shares at Dec. 31, 2019			83,568,628
Balance at Dec. 31, 2019	(573,852)			$ 8					(573,860)
Balance (in shares) at Dec. 31, 2019				8,650,922
Net loss	(104,287)
Balance at Jun. 30, 2020	745,435			$ 119			1,424,675		(679,359)
Balance (in shares) at Jun. 30, 2020				119,336,588
Temporary Equity, Balance at Mar. 31, 2020			$ 901,046
Temporary Equity, Balance, shares at Mar. 31, 2020			85,533,394
Balance at Mar. 31, 2020	(616,123)			$ 8					(616,131)
Balance (in shares) at Mar. 31, 2020				8,453,696
Issuance of common stock	2,127	$ 496,510				$ 24	2,127	$ 496,486
Issuance of common stock (in shares)				183,870		24,437,500
Conversion of redeemable convertible preferred stock to common stock	901,046			$ 86			900,960
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares)			(85,533,394)
Temporary equity, Conversion of redeemable convertible preferred stock to common stock			$ (901,046)
Conversion of redeemable convertible preferred stock to common stock (in shares)				85,533,394
Conversion of redeemable convertible preferred stock warrant to common stock warrant	21,873						21,873
Stock-based compensation	4,100						4,100
Exercise of stock options	7						7
Exercise of stock options (in shares)				500
Exercise of common stock warrants	1			$ 1
Exercise of common stock warrants (in shares)				636,112
Vesting of restricted stock units (in shares)					133,334
Common stock shares withheld to satisfy employee tax withholding obligations	(878)						(878)
Common stock shares withheld to satisfy employee tax withholding obligations (in shares)				(41,818)
Net loss	(63,228)								(63,228)
Balance at Jun. 30, 2020	745,435			$ 119			1,424,675		(679,359)
Balance (in shares) at Jun. 30, 2020				119,336,588
Balance at Dec. 31, 2020	1,227,102			$ 132			2,004,841		(777,871)
Balance (in shares) at Dec. 31, 2020				134,043,969
Issuance of common stock for acquisition of business	39,030			$ 1			39,029
Issuance of common stock for acquisition of business (in shares)				1,072,117
Fair value of unvested stock options assumed in acquisition of business	1,017						1,017
Stock-based compensation	2,820						2,820
Exercise of stock options	2,821			$ 1			2,820
Exercise of stock options (in shares)				687,336
Vesting of restricted stock units (in shares)					499,879
Net loss	(77,189)								(77,189)
Balance at Mar. 31, 2021	1,195,601			$ 134			2,050,527		(855,060)
Balance (in shares) at Mar. 31, 2021				136,303,301
Balance at Dec. 31, 2020	1,227,102			$ 132			2,004,841		(777,871)
Balance (in shares) at Dec. 31, 2020				134,043,969
Net loss	(142,996)
Balance at Jun. 30, 2021	1,136,746			$ 134			2,057,479		(920,867)
Balance (in shares) at Jun. 30, 2021				136,717,347
Balance at Mar. 31, 2021	1,195,601			$ 134			2,050,527		(855,060)
Balance (in shares) at Mar. 31, 2021				136,303,301
Stock-based compensation	5,392						5,392
Exercise of stock options	1,560						1,560
Exercise of stock options (in shares)				395,491
Vesting of restricted stock units (in shares)					18,555
Net loss	(65,807)								(65,807)
Balance at Jun. 30, 2021	$ 1,136,746			$ 134			$ 2,057,479		$ (920,867)
Balance (in shares) at Jun. 30, 2021				136,717,347

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended		6 Months Ended		12 Months Ended
	May 28, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 0.6	$ 0.6	$ 1.2	$ 1.2
Unrecognized stock-based compensation expense		$ 4.0		4.0		$ 3.5
Unrecognized stock-based compensation weighted-average period		2 years 1 month 6 days				2 years 2 months 12 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 4.8	$ 3.3	7.0	$ 3.3
Unrecognized stock-based compensation expense		$ 39.8		$ 39.8		$ 15.4
Unrecognized stock-based compensation weighted-average period		1 year 10 months 24 days				1 year 9 months 18 days
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance		2,778,836		2,778,836
2020 Incentive Award Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	3,019,108
Percentage annual increase in shares available for issuance as award in each year beginning	4.00%

Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 34,592	$ 292
Accumulated Amortization	(3,274)	(258)
Intangible assets, net	31,318	34
Developed Technology
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross	25,700
Trademarks
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross	5,240	40
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross	3,400
Other
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 252	$ 252

Vehicle Floorplan Facilities

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Vehicle Floorplan Facilities

9. Vehicle Floorplan Facilities

In 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”). The 2020 Vehicle Floorplan Facility provides a committed credit line of up to $450.0 million which is scheduled to expire in September 30, 2022.The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. As of June 30, 2021, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $450.0 million, of which $86.4 million was unutilized.

Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank. The Company is required to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50% of the calculated floorplan allowance, as defined.

As of June 30, 2021 and December 31, 2020, outstanding borrowings on the 2020 Vehicle Floorplan Facility were $363.6 million and $329.2 million, respectively.

Interest expense incurred by the Company for the 2020 Vehicle Floorplan Facility was $3.6 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively, and $7.4 million and $3.7 million for the six months ended June 30, 2021 and 2020, respectively, which are recorded within “Interest expense” in the condensed consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.35% and 4.39% as of June 30, 2021 and December 31, 2020, respectively.

As of June 30, 2021 and December 31, 2020, the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility.

In connection with the 2020 Vehicle Floorplan Facility, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $2.0 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively, and $4.2 million and $2.4 million for the six months ended June 30, 2021 and 2020, respectively, which are recorded within “Interest income” in the condensed consolidated statements of operations.

Segment Information - Additional Information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2021 USD ($) Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3
Segment assets \| $	$ 0

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Vehicles	$ 518,331	$ 421,458
Parts and accessories	1,635	2,189
Total inventory	$ 519,966	$ 423,647

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)				1 Months Ended		3 Months Ended		6 Months Ended
	Sep. 15, 2020	Jun. 11, 2020	May 15, 2020	Jun. 30, 2021	Oct. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Mar. 31, 2020
Accounting Policies [Line Items]
Other comprehensive income (loss)						$ 0	$ 0	$ 0	$ 0
Cash deposits included in restricted cash				$ 37,116,000		$ 37,116,000		$ 37,116,000		$ 33,826,000
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses									504,023,000
Stock offering expenses	$ 1,500,000
Proceeds from issuance of common stock	$ 569,500,000
Common stock, issued	10,800,000
Sale of stock, price per share	$ 54.50
ASU 2019-12
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]				true		true		true
Change in accounting principle, accounting standards update, adoption date				Jan. 01, 2021		Jan. 01, 2021		Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]				true		true		true
ASU 2020-06
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]				true		true		true
Change in accounting principle, accounting standards update, adoption date				Jan. 01, 2021		Jan. 01, 2021		Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]				true		true		true
Change in accounting principle, accounting standards update, early adoption [true false]				true		true		true
RA Agreement
Accounting Policies [Line Items]
Common stock, issued			183,870
Term for issuance of additional shares of common stock			4 years
Sale of stock, price per share			$ 11.57
0.75% Unsecured Convertible Senior Notes Due 2026
Accounting Policies [Line Items]
Debt instrument aggregate principal amount				$ 625,000,000.0		$ 625,000,000.0		$ 625,000,000.0
Debt instrument interest rate				0.75%		0.75%		0.75%
Debt instrument maturity year				2026
Initial Public Offering
Accounting Policies [Line Items]
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses		$ 504,000,000.0
Stock offering expenses		$ 7,500,000
Common stock, issued		24,437,500
Sale of stock, price per share		$ 22.00
Selling, General and Administrative Expenses
Accounting Policies [Line Items]
Advertising expense						$ 23,500,000	11,600,000	$ 53,100,000	29,500,000
Selling, General and Administrative Expenses \| Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling expenses						20,200,000	$ 5,500,000	$ 35,300,000	$ 11,300,000
Maximum
Accounting Policies [Line Items]
Business combination, measurement period								1 year
Maximum \| RA Agreement
Accounting Policies [Line Items]
Issuance of additional shares of common stock			8,641,914
Vehicle Floorplan Facilities \| Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity											$ 450,000,000.0
Amended to extend maturity date					2022-09
Vehicle Floorplan Facilities \| Cash Deposits
Accounting Policies [Line Items]
Cash deposits included in restricted cash				$ 35,300,000		$ 35,300,000		$ 35,300,000		$ 31,600,000

Property and Equipment, Net

6 Months Ended

Jun. 30, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

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

	June 30,			December 31,
	2021			2020
Equipment	$	1,011		$	1,061
Furniture and fixtures		1,921			1,746
Company vehicles		7,807			5,002
Leasehold improvements		7,161			7,068
Internal-use software		13,885			10,552
Other		5,957			2,997
		37,742			28,426
Accumulated depreciation and amortization		(16,345	)		(13,334	)
Property and equipment, net	$	21,397		$	15,092

Depreciation and amortization expense was $1.5 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively, and $3.0 million and $1.8 million for the six months ended June 30, 2021 and 2020, respectively. Depreciation and amortization expense included within “Cost of sales” in the condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020 was not material.

Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $4.5 million and $1.5 million as of June 30, 2021, respectively, and $3.6 million and $1.0 million as of December 31, 2020, respectively, and were included within “Other assets” in the condensed consolidated balance sheets. Amortization expense of $0.3 million and $0.1 million was included within “Selling, general and administrative expenses” in the condensed statements of operations for the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.3 million for the six months ended June 30, 2021 and 2020, respectively.

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020
Earnings Per Share Basic And Diluted [Abstract]
Net loss	$ (65,807)	$ (77,189)	$ (63,228)	$ (41,059)	$ (142,996)	$ (104,287)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	136,507,177		31,599,497		136,002,344	20,035,476
Net loss per share attributable to common stockholders, basic and diluted	$ (0.48)		$ (2.00)		$ (1.05)	$ (5.21)

- Definition

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

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+ Details

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Potentially dilutive shares not included in calculation of diluted shares outstanding	17,890,177	12,077,860
Convertible Senior Notes
Potentially dilutive shares not included in calculation of diluted shares outstanding	11,158,722
Stock Options
Potentially dilutive shares not included in calculation of diluted shares outstanding	4,586,319	6,340,076
Restricted Stock Awards
Potentially dilutive shares not included in calculation of diluted shares outstanding		3,249,382
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	2,145,136	2,488,402