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In amended filing, Palantir admits it won’t have independent board governance for up to a year

When we leaked Palantir’s S-1 IPO filing a week and a half ago, one of the more bizarre components that came out of that document was the company’s corporate governance. In a unique three-class voting structure, Palantir founders Alex Karp, Stephen Cohen and Peter Thiel will be given a special “Class F” share that will ensure they hold 49.999999% of the ownership of the company in perpetuity — even if they sell the underlying shares.

While founders of startups in recent years have often had special shares with extra votes (typically 10 votes for their special shares compared to one vote for standard shares), those votes dissipate if the underlying shares are sold. Palantir’s model is unique in allowing founders to have a commanding vote even if they were to sell their shares — in other words, voting power without underlying shareholder power, in direct contradiction to modern shareholder theory.

That strange controlling provision has clearly caught the attention of the SEC and the NYSE. In an amended S-1 filing with the SEC submitted this afternoon, Palantir made changes to its documents that made clear that its corporate governance will be more opaque far after its public debut.

First, Palantir has added a new risk factor to its original prospectus, which we will copy here in full because it really tells you a lot about where the company is headed on corporate governance:

Although we currently are not considered to be a “controlled company” under the NYSE corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among our Founders and their affiliates.

Although we currently are not considered to be a “controlled company” under the NYSE corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among our Founders and their affiliates resulting from the issuance of our Class F common stock. See “—The multiple class structure of our common stock, together with the Founder Voting Trust Agreement and the Founder Voting Agreement, have the effect of concentrating voting power with certain stockholders, in particular, our Founders and their affiliates, which will effectively eliminate your ability to influence the outcome of important transactions, including a change in control.” above. A “controlled company” pursuant to the NYSE corporate governance rules is a company of which more than 50% of the voting power is held by an individual, group, or another company. In the event that our Founders or other stockholders acquire more than 50% of the voting power of the Company, we may in the future be able to rely on the “controlled company” exemptions under the NYSE corporate governance rules due to this concentration of voting power and the ability of our Founders and their affiliates to act as a group. If we were a controlled company, we would be eligible to and could elect not to comply with certain of the NYSE corporate governance standards. Such standards include the requirement that a majority of directors on our board of directors are independent directors and the requirement that our compensation committee and nominating and corporate governance committee consist entirely of independent directors. In such a case, if the interests of our stockholders differ from the group of stockholders holding a majority of the voting power, our stockholders would not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and corporate matters may be reduced.

In other words, public shareholders in the company will likely legally have zero input into the governance of the company. The key line here is “If we were a controlled company, we would be eligible to and could elect not to comply with certain of the NYSE corporate governance standards.”

Will Palantir be a controlled company? The answer is almost certainly yes, given another subtle change the company made in its amended filing today.

In its original filing, the company wrote that the Class F stock given to Karp, Cohen and Thiel “will give these Founders the ability to control up to 49.999999% of the total voting power of our capital stock” (emphasis mine). Now in its restated filing, the company notes that the shares “will give these Founders the ability to control up to 49.999999% of the total voting power of our capital stock, and the Founders may, in certain circumstances, have voting power that, in the aggregate, exceeds 49.999999%” (emphasis again mine).

The reason of course is that Karp, Cohen and Thiel own other classes of shares that when added to these special Class F “founder” shares, will give them a controlling stake in the company.

According to the filing, these new Class F shares were approved by existing shareholders on August 24. In the company’s prospectus sent to existing shareholders (a leaked copy of which was obtained by TechCrunch), the company explained across more than a dozen pages the rationale and the timeline for why existing shareholders should approve not having any further say in their company’s governance.

Given the diminished voting power of employee and investor shares, it is possible that these voting provisions will negatively impact the final price of those shares.

The company in its amended filing noted that it has finally determined that Alexander Moore, Spencer Rascoff and Alexandra Schiff, who were recently hired as new independent directors of the company, are in fact independent.

That said, Palantir also admitted that it doesn’t intend to have independent governance for a while at the company. From its amended filing and changed from its original filing:

Certain phase-in periods with respect to director independence will be available to us under the applicable NYSE rules. These phase-in periods allow us a period of one year from our listing date to have a Board of Directors with a majority of independent directors. Our Board of Directors will have a majority of independent directors within one year of our listing on the NYSE.

It also won’t have independent board governance of its audit committee either:

We intend to rely on the phase-in provisions of Rule 10A-3 of the Exchange Act and the NYSE transition rules applicable to companies completing an initial listing, and we plan to have an audit committee comprised entirely of at least three directors that are independent for purposes of serving on an audit committee within one year after our listing date.

Currently, the company has only two independent directors on its audit committee: Moore and Rascoff.

The SEC and NYSE seem to be pushing back against Palantir on its corporate governance, but let’s just be clear: We have never seen anything like this before with a startup IPO.

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Airbnb has confidentially filed to go public

In a turn of fortune, Airbnb today announced that it has filed to go public, albeit confidentially.

The move puts the home-sharing service on a path to a public offering sooner rather than later, and comes after reports that the company was prepping an IPO filing this month. Those same reports indicated that Airbnb could go public as soon as the end of the year.

A Q3 or Q4 Airbnb offering is therefore a distinct possibility.

Airbnb has mounted a comeback since COVID-19-related shutdowns slammed the travel market, tanking its revenues at the same time. Airbnb laid off nearly 2,000 workers, and took on expensive capital from external sources.

The company promised in 2019 that it would go public in 2020, but that pledge seemed far-off in the middle of the year. Since then, Airbnb has made noise about different parts of its business coming back to life, although changed by new travel and work and vacation patterns from its users.

If Airbnb has filed, we can presume that present results are good enough to get it life, else the firm would have not filed and would have simply gone public later. The question now becomes if its Q2 numbers were good enough to get it out the door, or if the company intends to update its S-1 filing with Q3 numbers, push the filing live and go public with more recovery time in its results.

Of course, such a course of action would put its public debut perilously close to the American election. And, Airbnb’s Q2 numbers are down not only from Q1 in revenue terms, but even more sharply from its year-ago results for the same calendar period. In short, Airbnb’s growth story may not be clear until Q3 numbers are tallied, a month and a half from now.

Airbnb joins other companies that have filed privately, like DoorDash, waiting in the wings for the right moment to go public, or the right set of results.

We’ll see, but the company’s public debut is back to being impending. Now the question becomes whether Airbnb intends to go public in an IPO, as the wording of its filing appears to suggest, or if a direct listing could still be in the cards. We think it’s more likely the former and not the latter, but, hey, in 2020 you never know.

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Unpacking Duck Creek Technologies’ IPO and hoped-for $2.7B valuation

Tech stocks retain their highs as the second quarter’s earnings season begins to fade into the rearview mirror, and there are still a number of companies looking to go public while the times are good. It looks like a smart move, as public investors are hungry for growth-oriented shares — which is just what tech and venture-backed companies have in spades.

The companies currently looking to go public are diverse. China-based real-estate giant KE Holdings — a hybrid listings company and digital transaction portal for housing — is looking to raise as much as $2.3 billion in a U.S. listing. Xpeng, another China-based company that builds electric vehicles, is looking to list in the U.S as well. Xpeng has the distinction of being gross-margin negative in every key time period detailed in its S-1 filing.


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And then there’s Duck Creek Technologies, a domestic tech company looking to go public on the back of growing SaaS revenues. This morning let’s quickly spin through Duck Creek’s history, peek at its financial results, calculate its expected valuation and see how its pricing fits compared to current norms.

Duck Creek is a Boston-based software company that serves the property and casualty (P&C) insurance market. Its customers include names like AIG, Geico and Progressive, along with smaller players that aren’t as well known to the American mass market.

The KE IPO will be a big affair because the company is huge and profitable with $3.86 billion in H1 2020 revenue leading to $227.5 million in net income. The Xpeng IPO will be interesting because Tesla’s strong share price has given float to a great many EV boats. But Duck Creek is a company slowly letting go of perpetual license software sales and scaling its SaaS incomes while still generating nearly half its revenues from services. It’s a company we can understand, in other words.

So let’s get under the skin of the Boston-based company that also claims low-code functionality. This will be fun.

Duck Creek by the numbers

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Jamf ups its IPO range, now targets a valuation of up to $2.7B

Today Jamf, a software company that helps other firms manage their Apple devices, raised its IPO price range.

The company had previously targeted a $17 to $19 per-share range. A new SEC filing from the firm today details a far higher $21 to $23 per-share IPO price interval.

Jamf still intends to sell up to 18.4 million shares in its debut, including 13.5 million in primary stock, 2.5 million shares from existing shareholders and an underwriter option worth 2.4 million shares. The whole whack at $21 to $23 per share would tally between $386.4 million and $423.2 million, though not all those funds would flow to the company.

At the low and high-end of its new IPO range, Jamf is worth between $2.44 billion and $2.68 billion, steep upgrades from its prior valuation range of $1.98 billion to $2.21 billion.

Jamf follows in the footsteps of recent IPOs like nCino, Vroom and others in seeing demand for its public offering allow its pricing to track higher the closer it gets to its public offering. Such demand from public-market investors indicates there is ample demand for debut shares in mid-2020, a fact that could spur other companies to the exit market.

Coinbase, Airbnb and DoorDash are three such companies that are expected to debut in the next year’s time, give or take a quarter or two.

Results, multiples

In anticipation of the Jamf debut that should come this week, let’s chat about the company’s recent performance.

Observe the following table from the most-recent Jamf S-1/A:

From even a quick glance we can learn much from this data. We can see that Jamf is growing, has improving gross margins and has managed to swing from an operating loss to operating profit in Q2 2020, compared to Q2 2019. And, for you fans out there of adjusted metrics, that Jamf managed to generate more non-GAAP operating income in its most recent period than the year-ago quarter.

In more precise terms:

  • Jamf grew from 26.5% to 29.0% on a year-over-year basis in Q2 2020
  • Its gross margin grew by 6% in gross terms, and 8.3% in relative terms
  • Its non-GAAP operating income grew 123.4%, to 150.9% in Q2 2020 compared to the year-ago quarter

Profits! Growth! Software! Improving margins! It’s not a huge surprise that Jamf managed to bolster its IPO price range.

Finally, for the SaaS-heads out there, the following:

This data lets us have a little fun. Recall that we have seen possible valuations for Jamf at IPO that started at $1.98 billion to $2.21 billion, and now include $2.44 billion and $2.68 billion? With our two ARR ranges for the end of Q2, we can now come up with eight ARR multiples for Jamf, from the low-end of its initial IPO price estimate, to the top-end of its new range.

Here they are:

  • Multiple at $1.98 billion valuation and $238 million ARR: 8.3x
  • Multiple at $1.98 billion valuation and $241 million ARR: 8.2x
  • Multiple at $2.21 billion valuation and $238 million ARR: 9.3x
  • Multiple at $2.21 billion valuation and $241 million ARR: 9.2x
  • Multiple at $2.44 billion valuation and $238 million ARR: 10.3x
  • Multiple at $2.44 billion valuation and $241 million ARR: 10.1x
  • Multiple at $2.68 billion valuation and $238 million ARR: 11.3x
  • Multiple at $2.68 billion valuation and $241 million ARR: 11.2x

From that perspective, the pricing changes feel a bit more modest, even if they work out to a huge spread on a valuation basis.

Regardless, this is the current state of the Jamf IPO. Rackspace also filed a new S-1/A today, but we can’t find anything useful in it. A bit like the Jamf S-1/A from Friday. Perhaps we’ll get a new Rackspace document soon with pricing notes.

And, of course, like the rest of the world we await the Palantir S-1 with bated breath. Consider that our white whale.

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nCino sharply raises its IPO price range, boosting possible valuation to $2.6B

As expected, fintech company nCino has raised its IPO price range. The North Carolina-based banking software firm now expects to sell its shares for between $28 and $29 per share, far more than its initial price range of $22 to $24 per share.

At its $28 to $29 per-share price interval, nCino is worth $2.50 billion to $2.59 billion, sharply more than its preceding $1.96 billion to $2.14 billion range.

The valuation makes more sense for the company, given its growth rate, revenue scale and how the market is currently valuing similar companies. As TechCrunch wrote earlier this week, concerning the SaaS company’s scale and value (emphasis ours):

Annualizing the company’s Q1 (the April 30, 2020 period) revenue results, nCino’s $178.9 million run rate would give it a revenue multiple of 11x to 12x at its expected IPO prices, a somewhat modest result by current standards.

Indeed, as nCino grew about 50% from Q1 2019 to Q1 2020, it feels light. The firm’s GAAP losses are slim compared to revenue as well for a SaaS business, though the company’s operating cash burn did grow from $4.6 million in its fiscal year ending January 31, 2019 to $9 million in its next fiscal year. Its numbers are mostly good, with some less-than-perfect results. Still, given its growth rate, an 11x-12x revenue multiple feels modest; that figure rises, of course, if we use a trailing revenue figure instead of our annualized number.

It would not be a shock, then, if nCino targets a higher price interval for its shares before it formally prices.

With its new IPO price range, nCino’s implied revenue multiple is now 14x to 14.5x, figures that seem far closer to present-day norms.

Now the question for nCino, which is expected to price and trade next week, is whether it can price above its raised range. Given some recent historical precedent, a $1 per-share price beat above its raised interval would not be a shock.

nCino is one of two companies we’re currently tracking on its way to the public markets. The other is GoHealth, which is expected to go public around the same time. Expect next week to be chock-full of IPO news. Heading into earnings season no less!

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Fintech startup nCino targets ~$2B valuation in impending IPO

As IPO season continues, another venture-backed tech company is moving closer toward going public. This week nCino filed an updated S-1 filing, providing an initial price range for its equity of $22 to $24 per share.

Indeed, nCino, a fintech startup that provides operating software to banks, intends to sell 7.625 million shares in its debut, worth $167.75 million to $183 million at those prices. Including shares offered to its underwriters, its haul grows to between $192.9 million and $210.5 million.

Discounting the extra shares, nCino is worth between $1.96 billion to $2.14 billion at its current price range.

The startup’s software is what nCino calls a “bank operating system,” providing banking software to help financial entities with lending, customer resource management, account opening and more. It’s a rich space for innovation, given the banking industry’s complexity and wealth. Smaller startups are also working along related lines.

Normally at this point in an IPO process we compare the debuting company’s valuation range with its final private valuation. However, it’s hard to find out what nCino was worth. PitchBook and Crunchbase are bare regarding its last private round, as are other data sources we checked.

Notably, nCino has no preferred stock, so spelunking through different series of preferred equity sourced from S-1 data wasn’t possible. However, the company was healthy — and therefore, valuable — enough to raise more than $130 million across two rounds in 2018 and 2019, including an $80 million round from last October led by Chip Mahan and T. Rowe Price.

Regardless of where nCino priced toward the end of its life as a private company, its IPO is a likely win for both Salesforce and Insight Partners. The corporate venture arm of Salesforce and the well-known venture group own 13.2% and 46.6%, respectively, of nCino’s equity before IPO shares are counted; expected ownership for the two groups falls to 12.1% and 42.6%, respectively, when including anticipated IPO equity.

According to Crunchbase data, Insight Partners led nCino’s Series B and C in 2014 and 2015, while Salesforce Ventures led its $51.5 million 2018 round; Salesforce also took part in several of the company’s early rounds, helping to explain its double-digit stake in the firm.

So what?

Modern software companies, often called SaaS firms, set new valuation records this week on the public markets following earlier highs set in Q2. Their performance hints that nCino could find warm welcome from public investors.

Does that fact fit with the valuation that the above-detailed pricing indicates that nCino may achieve? Annualizing the company’s Q1 (the April 30, 2020 period) revenue results, nCino’s $178.9 million run rate would give it a revenue multiple of 11x to 12x at its expected IPO prices, a somewhat modest result by current standards.

Indeed, as nCino grew about 50% from Q1 2019 to Q1 2020, it feels light. The firm’s GAAP losses are slim compared to revenue as well for a SaaS business, though the company’s operating cash burn did grow from $4.6 million in its fiscal year ending January 31, 2019 to $9 million in its next fiscal year. Its numbers are mostly good, with some less-than-perfect results. Still, given its growth rate, an 11x-12x revenue multiple feels modest; that figure rises, of course, if we use a trailing revenue figure instead of our annualized number.

It would not be a shock, then, if nCino targets a higher price interval for its shares before it formally prices. The firm is expected to price next Tuesday and trade the next day, the same time frame as GoHealth. More when we have it.

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Insurtech unicorn Lemonade raises IPO range ahead of debut

Ahead of its expected IPO pricing later today, SoftBank-backed insurtech startup Lemonade has raised its expected price range. After initially targeting $23 to $26 per share in its debut, Lemonade now intends to sell its equity for $26 to $28 per share.


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The new range boosts Lemonade’s expected value, a boon for insurtech startups like Root, Kin, MetroMile, Hippo and others. Had Lemonade been forced to reduce its pricing, the valuations of its contemporaries could have come under pressure when they went to raise more capital. But with Lemonade noting that the market will bear a higher price for its equity, it’s a good day for startups looking to rebuild insurance products in a digital-first manner.

This morning, let’s work out the Lemonade’s new valuation range, compare it to the company’s final private valuation and figure out if we can understand why the stock market may support the company at its new price. After that, we’ll share a few notes from folks about the IPO and how they think it might go, just for fun.

Upward

Lemonade intends on selling 11 million shares as before, so the company is not targeting a larger bloc of shares to disburse. At its new price range, Lemonade will sell shares worth between $286 million and $308 million, a few dozen million more at the top end of its new range than it had anticipated with its first IPO pricing interval ($253 million and $286 million).

The company has two valuation ranges: one without the 1.65 million shares its underwriters may purchase at its IPO price if they choose, and one including those shares. Without the extra equity, Lemonade is aiming at a $1.43 billion to $1.54 billion valuation; including the extra equity, Lemonade is worth $1.47 billion to $1.58 billion.

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IPOs that could happen soon, cannot happen soon enough

Earlier today we took a look at two companies that have filed to go public, nCino and GoHealth. The pair join Lemonade in a march toward the public markets.

But those three firms are hardly alone. We know that DoorDash filed privately earlier this year (it also raised a pile of cash lately, so its IPO may not be in a hurry), and Postmates filed privately last year.

Even more, there are a number of companies whose IPOs we anticipate in short order. So, what follows is our incredibly scientific survey of impending IPOs, starting with those closest to the gate. This list is focused on companies that were at one point venture-backed startups, even if they have become behemoths in the intervening years.

We’ll start with companies that have filed and are moving toward debuts in the next few weeks:

  • nCino: This SaaS company is growing nicely, and has pretty good overall economics. We covered its financial history here. Its debut will be a win for North Carolina.
  • GoHealth: A Chicago success story that was swallowed by private equity last year, GoHealth is now an incredibly complicated company and offering that features lots of long-term indebtedness. But, its exit should provide reasonable returns to its current owner’s backers, who held onto the firm for less than a year before trying to flip it.
  • Lemonade: Lemonade’s IPO is an important moment for a number of modern insurance companies like Root, MetroMile, Kin and others. Not that they all sell the same type of insurance, mind, they don’t. Lemonade does rental and home insurance, while Root and MetroMile are focused on autos, for example. But if Lemonade manages a strong offering, it could provide tailwind to its fellow neo-insurance providers all the same.
  • Agora: We’re catching up on the Agora debut. The China-based company’s IPO filing details a company that provides other companies and developers the ability to “embed real-time video and voice functionalities into their applications without the need to develop the technology or build the underlying infrastructure themselves” via APIs. This sounds a bit like what Daily.co is building, if you recall that round. Agora is a company that has good operating income and net income before “accretion on convertible redeemable preferred shares to redemption value.” With that in hand, the company’s earnings are sharply negative. Read that how you want. Agora wants to raise between $280 million and $315 million.

And, next, companies that have filed privately but are still hanging back:

And here are companies that are making the sort of noise that one might make before finally going public:

All of the above is a jam, and I am stoked to dig through the S-1 trenches with you.

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NYSE seeks SEC approval for more direct listings

The New York Stock Exchange filed an amendment today with the Securities and Exchange Commission to allow for more direct listings.

Direct listings offer a more streamlined method for companies to go public and raise capital than traditional IPOs — which entail a lengthy roadshow process and involvement of underwriters to determine valuations and share-prices.

Traditionally, direct listings to raise capital have been available to companies only for follow on raises, after they’d completed the conventional initial public offering process.

The NYSE allowed tech companies Slack and Spotify to list directly in 2018 and 2019 and Silicon Valley insiders, such as VC Bill Gurley, have encouraged companies to pursue the method.

AirBNB — which this month revived talks of going public in 2020 — has said it would consider a direct listing rather than a traditional IPO.

The NYSE filed a proposal with the SEC in December to allow for more direct listings, but that was declined without public comment.

The amendment offered today provides more details on how the direct listing process — with a capital raise — would work, according to the NYSE’s Vice Chairman, John Tuttle.

“What we did, versus the early versions of the filing, is to [offer] a very granular, mechanical breakdown of how we would execute this type of transaction,” he told TechCrunch on a call.

Most of that surrounds how new shares are numbered, valued and priced in a direct listing. Traditional IPOs rely on underwriters —  that also charge hefty fees — to determine opening share-price, and that can swing widely once the stock actually goes to market.

The NYSE touts direct listings as a less costly way to go public and one that could lead to a less volatile price discovery process.

On when the NYSE’s proposed direct listing proposal could be approved or (denied), “The timeline is up to the SEC. Their first deadline for any action is this Saturday,” said Tuttle.

Updates to the listing process are just some of the changes that could come to New York Stock Exchange. The 228 year old, Wall Street based organization continued trading virtually through the COVID-19 outbreak, using digital platforms.

The pandemic could lead to the NYSE becoming less of a work from office entity and more a remote, work from home company in the future, Tuttle told TechCrunch in April.

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Vroom Gains 117% on IPO Listing Date

Vroom gained 117% on its initial public offering date, June 9. Its initial offering price was $22 at the opening bell. In early trading, shares moved as high as $46. At the closing bell, the stock finished at around $45 for a 117% gain.

The company listed on the Nasdaq Global Select Exchange. Investment banks supporting the offering include Goldman Sachs & Co. LLC (GS), BofA Securities (BOC), Allen & Company LLC, Wells Fargo Securities (WFC), Stifel, William Blair, Baird, JMP Securities (JPM) and Wedbush Securities.

For the balance sheet, the company raised $467.5 million. However, the underwriters also have 30 days to buy an additional 3.1875 million common stock shares at the initial $22 price.

Company background

Vroom is an online property that serves as a marketplace for the buying and selling of used cars. The company has its headquarters in New York City. It was founded in 2013. Up until the public offering, it has raised around $450 million from several venture capitalists and private equity investors. Some of its biggest pre-IPO investors have included AutoNation (AN), T. Rowe Price and Cascade Investments.

From Vroom.com, customers can buy, sell or trade a vehicle. Sellers provide details of their vehicle and Vroom returns with an offer as well as pick up for the inventory. For buyers, Vroom offers financing options through banking partners. Cars in inventory range from around $6,000 to $75,000.

Financials

Top-line sales were strong for the company in 2019. Revenue for the year was $1.2 billion. Growth in cost of goods sold (COGS) was nearly matching revenue.

In 2019, the company grew retail vehicle sales by 45%, wholesale vehicle sales by 22% and net product sales by 21%. COGS were also up 43%, wiping out much of the pure sales for a gross profit decrease of 5% year-over-year. First quarter results for 2020 were much better, with gross profit up 53% and COGS increasing 60% compared to the fourth quarter of 2019.

Below the revenue line, the company’s operating profit and net profit are non-existent. The operating loss for 2019 was $133.1 million and the net loss was $143 million. The company also has some accretion of redeemable convertible preferred stock after the net profit amounting to a total net loss of $275.7 million for a net loss per share of $64 in 2019.

The company is showing a net worth of -$573.9 million. The IPO adds $467.5 million, improving their net worth to around -$106 million. Assets ended 2019 with a value of $563 million, helped by an increase of 78% in inventory assets at $206 million.

Looking to the future

In my view, Vroom has an exciting business model with opportunities to buy, sell and trade-in vehicles. It’s certainly seeing increased demand with total revenue up 39% in 2019 and 60% quarter-over-quarter for the first quarter of 2020.

When it comes to expenses, the company’s COGS are high. Operating profit and net profit are also deep into the negative millions. Watching the second quarter earnings release will be critical.

Disclosure: I own shares of VRM.

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About the author:

Julie Young

Julie Young is a financial writer with comprehensive experience in the financial services industry. She writes about investments, investment products, financial market news and economic trends. Julie has a Master of Science in finance from Boston College and a Bachelor of Science in finance from the University of Arkansas.

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