0000950170-22-002352 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 1,132,325	$ 1,056,213
Restricted cash	82,450	33,826
Accounts receivable, net of allowance of $8,889 and $2,803, respectively	105,433	60,576
Inventory	726,384	423,647
Prepaid expenses and other current assets	55,700	23,617
Total current assets	2,102,292	1,597,879
Property and equipment, net	37,042	15,092
Intangible assets, net	28,207	34
Goodwill	158,817	78,172
Operating lease right-of-use assets	15,359	17,137
Other assets	25,033	15,742
Total assets	2,366,750	1,724,056
Current Liabilities:
Accounts payable	52,651	32,925
Accrued expenses	121,508	59,405
Vehicle floorplan	512,801	329,231
Deferred revenue	75,803	24,822
Operating lease liabilities, current	6,889	6,052
Other current liabilities	57,604	30,275
Total current liabilities	827,256	482,710
Convertible senior notes	610,618
Operating lease liabilities, excluding current portion	9,592	12,093
Other long-term liabilities	4,090	2,151
Total liabilities	1,451,556	496,954
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 137,092,891 and 134,043,969 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	135	132
Additional paid-in-capital	2,063,841	2,004,841
Accumulated deficit	(1,148,782)	(777,871)
Total stockholders' equity	915,194	1,227,102
Total liabilities and stockholders' equity	$ 2,366,750	$ 1,724,056

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement Of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 8,889	$ 2,803
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	137,092,891	134,043,969
Common stock, shares outstanding	137,092,891	134,043,969

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Total revenue	$ 3,184,255	$ 1,357,700	$ 1,191,821
Cost of sales	2,982,156	1,286,155	1,133,962
Total gross profit	202,099	71,545	57,859
Selling, general and administrative expenses	547,823	245,546	184,988
Depreciation and amortization	12,891	4,598	6,019
Loss from operations	(358,615)	(178,599)	(133,148)
Interest expense	21,948	9,656	14,596
Interest income	(10,341)	(5,896)	(5,607)
Revaluation of preferred stock warrant		20,470	769
Other income, net	(65)	(114)	(96)
Loss before provision for income taxes	(370,157)	(202,715)	(142,810)
Provision for income taxes	754	84	168
Net loss	(370,911)	(202,799)	(142,978)
Accretion of redeemable convertible preferred stock			(132,750)
Net loss attributable to common stockholders	$ (370,911)	$ (202,799)	$ (275,728)
Net loss per share attributable to common stockholders, basic and diluted	$ (2.72)	$ (2.76)	$ (32.04)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	136,429,791	73,345,569	8,605,962
Retail vehicle, net
Revenue:
Total revenue	$ 2,583,417	$ 1,072,551	$ 952,910
Wholesale vehicle
Revenue:
Total revenue	498,981	245,580	213,464
Product, net
Revenue:
Total revenue	88,824	38,195	23,708
Other
Revenue:
Total revenue	$ 13,033	$ 1,374	$ 1,739

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	IPO	Follow-On Public Offering	Redeemable Convertible Preferred Stock	Common Stock	Common Stock Restricted Stock Units	Common Stock IPO	Common Stock Follow-On Public Offering	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital Follow-On Public Offering	Accumulated Deficit
Temporary Equity, Balance at Dec. 31, 2018				$ 519,100
Temporary Equity, Balance, shares at Dec. 31, 2018				66,825,300
Balance at Dec. 31, 2018	$ (296,866)				$ 8							$ (296,874)
Balance (in shares) at Dec. 31, 2018					8,571,386
Stock-based compensation	2,756								$ 2,756
Exercise of stock options	466								466
Exercise of stock options (in shares)					135,950
Vesting of restricted stock awards/units	1,344								1,344
Vesting of restricted stock awards/units (in shares)					623,832
Repurchase of common stock	(5,824)								(4,566)			(1,258)
Repurchase of common stock (in shares)					(680,246)
Issuance of Series H redeemable convertible preferred stock, net of issuance costs				$ 222,482
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares				16,743,328
Temporary equity, Accretion of redeemable convertible preferred stock				$ 132,750
Accretion of redeemable convertible preferred stock	(132,750)											(132,750)
Net loss	(142,978)											(142,978)
Temporary Equity, Balance at Dec. 31, 2019				$ 874,332
Temporary Equity, Balance, shares at Dec. 31, 2019				83,568,628
Balance at Dec. 31, 2019	(573,852)				$ 8							(573,860)
Balance (in shares) at Dec. 31, 2019					8,650,922
Stock-based compensation	13,254								13,254
Exercise of stock options	2,341				$ 1				2,340
Exercise of stock options (in shares)					598,406
Exercise of common stock warrants (in shares)					636,112
Vesting of restricted stock awards/units	3,383				$ 2				3,381
Vesting of restricted stock awards/units (in shares)					3,249,346	237,334
Issuance of common stock, net of offering costs	2,127	$ 496,510	$ 567,952				$ 24	$ 11	2,127	$ 496,486	$ 567,941
Issuance of common stock, net of offering costs (in shares)					183,870		24,437,500	10,800,000
Repurchase of common stock	(1,818)								(606)			(1,212)
Repurchase of common stock (in shares)					(200,000)
Issuance of Series H redeemable convertible preferred stock, net of issuance costs				$ 26,714
Issuance of Series H redeemable convertible preferred stock, net of issuance costs, shares				1,964,766
Temporary equity, Conversion of redeemable convertible preferred stock to common stock				$ (901,046)
Temporary equity, Conversion of redeemable convertible preferred stock to common stock (in shares)				(85,533,394)
Conversion of redeemable convertible preferred stock to common stock	901,046				$ 86				900,960
Conversion of redeemable convertible preferred stock to common stock (in shares)					85,533,394
Conversion of redeemable convertible preferred stock warrant to common stock warrant	21,873								21,873
Common stock shares withheld to satisfy employee tax withholding obligations	(2,915)								(2,915)
Common stock shares withheld to satisfy employee tax withholding obligations (in shares)					(82,915)
Net loss	(202,799)											(202,799)
Balance at Dec. 31, 2020	1,227,102				$ 132				2,004,841			(777,871)
Balance (in shares) at Dec. 31, 2020					134,043,969
Issuance of common stock for CarStory acquisition	38,811				$ 1				38,810
Issuance of common stock for CarStory acquisition (in shares)					1,066,444
Fair value of unvested stock options assumed in CarStory acquisition	1,017								1,017
Stock-based compensation	13,409								13,409
Exercise of stock options	$ 5,766				$ 2				5,764
Exercise of stock options (in shares)	1,409,004				1,409,004
Vesting of restricted stock awards/units (in shares)						573,474
Net loss	$ (370,911)											(370,911)
Balance at Dec. 31, 2021	$ 915,194				$ 135				$ 2,063,841			$ (1,148,782)
Balance (in shares) at Dec. 31, 2021					137,092,891

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (370,911)	$ (202,799)	$ (142,978)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	13,215	4,654	6,157
Amortization of debt issuance costs	2,872	938	357
Stock-based compensation expense	13,409	13,254	2,756
Provision to record inventory at lower of cost or net realizable value	9,471	6,588	2,682
Revaluation of preferred stock warrant		20,470	769
Other	9,619	2,375	2,609
Changes in operating assets and liabilities:
Accounts receivable	(53,206)	(32,068)	(18,430)
Inventory	(312,208)	(224,489)	(92,877)
Prepaid expenses and other current assets	(32,452)	(9,117)	(3,935)
Other assets	(9,172)	(4,556)	(3,487)
Accounts payable	19,321	14,066	4,035
Accrued expenses	61,170	28,431	10,131
Deferred revenue	50,943	7,499	10,902
Other liabilities	29,241	19,500	5,673
Net cash used in operating activities	(568,688)	(355,254)	(215,636)
Investing activities
Purchase of property and equipment	(28,413)	(11,329)	(3,528)
Acquisition of business, net of cash acquired	(75,875)
Net cash used in investing activities	(104,288)	(11,329)	(3,528)
Financing activities
Repayments of long-term debt and debt extinguishment costs			(25,685)
Proceeds from vehicle floorplan	2,713,350	1,242,736	992,179
Repayments of vehicle floorplan	(2,529,780)	(1,086,966)	(914,200)
Proceeds from issuance of convertible senior notes	625,000
Issuance costs paid for convertible senior notes	(16,129)
Proceeds from the issuance of redeemable convertible preferred stock, net		21,694	227,502
Repurchase of common stock		(1,818)	(5,824)
Common stock shares withheld to satisfy employee tax withholding obligations		(2,915)
Proceeds from the issuance of common stock in connection with IPO, net of underwriting discount		504,024
Payments of costs related to IPO		(6,791)	(723)
Proceeds from the issuance of common stock in connection with follow-on public offering, net of underwriting discount		569,471
Payments of costs related to follow-on public offering		(1,519)
Proceeds from exercise of stock options	5,766	2,341	1,810
Other financing activities	(495)	(3,222)	183
Net cash provided by financing activities	797,712	1,237,035	275,242
Net increase in cash, cash equivalents and restricted cash	124,736	870,452	56,078
Cash, cash equivalents and restricted cash at the beginning of period	1,090,039	219,587	163,509
Cash, cash equivalents and restricted cash at the end of period	1,214,775	1,090,039	219,587
Supplemental disclosure of cash flow information:
Cash paid for interest	15,964	8,540	12,607
Cash paid for income taxes	403	163	157
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for CarStory acquisition	38,811
Fair value of unvested stock options assumed for acquisition of business	1,017
Accretion of redeemable convertible preferred stock			132,750
Series H preferred stock issuance costs included in accrued expenses			5,020
Conversion of redeemable convertible preferred stock warrant to common stock warrant		21,873
Issuance of common stock as upfront payment to nonemployee		2,127
Accrued property and equipment expenditures	$ 760	$ 97	200
IPO
Supplemental disclosure of non-cash investing and financing activities:
Costs related to IPO included in accrued expenses and accounts payable			$ 1,703

Description of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2021

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business and Basis of Presentation

1. Description of Business and Basis of Presentation

Description of Business and Organization

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

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

As of December 31, 2021, the Company is organized into three reportable segments: Ecommerce, Wholesale, and TDA. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform and fees earned on sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales.

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

Stock Split

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

Initial Public Offering

The Company closed its IPO on June 11, 2020 in which it sold 24,437,500 shares of common stock at the public offering price of $22.00 per share, including 3,187,500 shares sold pursuant to exercise by the underwriters of their option to purchase additional shares. The Company received proceeds of $504.0 million from the IPO, net of the underwriting discount and before deducting offering expenses of $7.5 million. In addition, in accordance with their terms and consistent with the conversion rates discussed in Note 13 - Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), all shares of the Company’s outstanding redeemable convertible preferred stock were automatically converted into common stock upon the closing of the IPO.

Follow-on Public Offering

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

Basis of Presentation

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

Principles of Consolidation

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

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

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

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

Comprehensive Loss

The Company did not have any other comprehensive income or loss for the years ended December 31, 2021, 2020, and 2019. Accordingly, net loss and comprehensive loss are the same for the periods presented.

Revenue Recognition

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

Cost of sales

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

Cash and Cash Equivalents

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

Restricted Cash

Restricted cash includes cash deposits required under letter of credit agreements as explained in Note 11 – Commitments and Contingencies and cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 9 – Vehicle Floorplan Facilities. Additionally, as of December 31, 2021, restricted cash also includes $30.0 million of cash deposits required under a cash collateral agreement with one of the Company's preferred lenders.

Accounts Receivable, Net

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

Inventory

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

Property and Equipment, Net

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

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


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

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

Additionally, the Company capitalizes implementation costs incurred in a cloud computing arrangement that is a service contract. The capitalized implementation costs related to a cloud computing arrangement are amortized over the term of the arrangement. Capitalized implementation costs are included in “Other assets” in the consolidated balance sheet and are amortized over the terms of the arrangements, which range between 2 and 10 years.

Goodwill and Intangible Assets

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

The Company has three reporting units: Ecommerce, Wholesale, and TDA. In performing its annual goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the

qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test.

As of October 1, 2021, the carrying value of the Company's goodwill was $158.8 million, of which $152.9 million is allocated to the Ecommerce reporting unit. In connection with its annual goodwill impairment test as of October 1, 2021, the Company performed a quantitative impairment assessment for its Ecommerce reporting unit. The results of the quantitative test indicated that the fair value of the Ecommerce reporting unit exceeded carrying value. The quantitative impairment test was performed utilizing the discounted cash flow method described above. Additionally, as of December 31, 2021 an interim goodwill impairment assessment was performed due to the decline in the Company's and comparable companies stock prices. As a result of the interim goodwill impairment test, the Company determined that the estimated fair value of the Ecommerce reporting unit exceeded its carrying value and no impairment was recorded.

No goodwill impairment was determined to exist for the years ended December 31, 2021, 2020, and 2019.

The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives:


Developed technology	5 years
Trademarks	8 years
Customer relationships	8 years

The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate.

Vehicle Floorplan

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

Income Taxes

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

Stock-Based Compensation

The Company recognizes the cost of employee services received in exchange for stock awards based on the fair value of those awards at the date of grant over the requisite service period. The Company accounts for forfeitures as they occur. For awards earned based on performance or upon occurrence of a contingent event, if the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. If an award is not considered probable of being earned, no amount of stock-based compensation is recognized. To the extent the estimate of awards considered probable of being earned changes, the amount of stock-based compensation recognized will also change.

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

Business Combinations

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

Advertising

Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $125.5 million, $62.4 million, and $49.9 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Shipping and Handling

Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the consolidated statements of operations and were $85.8 million, $30.3 million, and $14.0 million for the years ended December 31, 2021, 2020, and 2019, respectively.

Concentration of Credit Risk and Significant Customers

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

For the years ended December 31, 2021, 2020, and 2019, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of December 31, 2021 and 2020.

Liquidity

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

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

The Company has a Vehicle Floorplan Facility with a borrowing capacity of $700.0 million as of December 31, 2021. Refer to Note 9 – Vehicle Floorplan Facilities for further discussion.

Net Loss Per Share Attributable to Common Stockholders

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

The accretion of the Company’s redeemable convertible preferred stock (refer to Note 13) for the year ended December 31, 2019 has been presented as an increase to net loss to determine net loss attributable to common stockholders.

Nonemployee Share-Based Payments

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

The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation, including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020, for both the upfront shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling, general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling, general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned.

Accounting Standards Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). The intent of this new guidance is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the

term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the financial statements as the related hosting fees. The Company adopted ASU 2018-15 as of January 1, 2019. The new guidance was applied prospectively to all implementation costs incurred after the date of adoption and resulted in the capitalization of $2.7 million of implementation costs, which primarily relate to the Company’s hosted general ledger system.

In February 2016, the FASB issued, ASU 2016-02, Leases (Topic 842), which amends the accounting guidance on leases. The new standard requires a lessee to recognize right-of-use assets and lease obligations on the balance sheet for most lease agreements. The Company adopted Topic 842 as of January 1, 2020 using the modified retrospective approach with a cumulative-effect adjustment to opening retained earnings (accumulated deficit) with no restatement of comparative periods. Upon adoption, the Company recognized $18.4 million of operating lease liabilities and $17.4 million of operating lease right-of-use assets. The adoption of Topic 842 did not result in a cumulative effect adjustment to accumulated deficit.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements were eliminated, modified or added to facilitate better disclosure regarding recurring and non-recurring fair value measurements. The Company adopted the guidance on January 1, 2020 which did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU 2016-13, Financial instruments, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for most financial assets, including trade receivables, and other instruments that are not measured at fair value through net income. The Company adopted the guidance on January 1, 2020 which did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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 consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the issuer’s accounting for convertible debt instruments and amended certain guidance related to the computation of earnings per share for convertible instruments and contracts in an entity’s own equity. The Company early adopted the new guidance effective January 1, 2021. There was no impact on the date of adoption. During the year ended December 31, 2021, the Company issued convertible notes. Refer to Note 10 – Convertible Senior Notes for further discussion.

Accounting Standards Issued But Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue From Contract With Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The

Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales.

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

Retail Vehicle Revenue

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

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

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

Wholesale Vehicle Revenue

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

Product Revenue

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

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

A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical

chargeback experience. The Company updates its estimates at each reporting date. As of December 31, 2021 and 2020, the Company’s reserve for chargebacks was $9.6 million and $3.8 million, respectively, of which $5.5 million and $1.7 million, respectively, are included within “Accrued expenses” and $4.1 million and $2.1 million, respectively, are included in “Other long-term liabilities.”

The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of December 31, 2021 and 2020, the Company recognized $17.9 million and $11.5 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $0.9 million and $0.8 million, respectively, are included within “Prepaid expenses and other current assets” and $17.0 million and $10.7 million, respectively, are included within “Other assets.”

Other Revenue

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

Contract Costs

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

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Acquisition

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Acquisition

4. Acquisition

On January 7, 2021, the Company completed the acquisition of 100% of Vast Holdings, Inc. (d/b/a CarStory), a leader in AI-powered analytics and digital services for automotive retail. Leveraging its machine learning, CarStory brings predictive market data to the Company’s national ecommerce and vehicle operations platform. The Company expects CarStory to continue to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. The financial results of CarStory were included in the consolidated financial statements from the date of acquisition. The transaction costs associated with its acquisition were not material for the year ended December 31, 2021. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements.

The fair value of the consideration transferred was approximately $116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands):


	Fair Value
Cash	$	76,740
Common stock issued (1)		38,811
Fair value of unvested stock options assumed (2)		1,017
Total	$	116,568

(1)

The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0% to account for the 180 day lock up period.

(2)

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

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands):


	Fair Value
Cash and cash equivalents	$	865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		80,645
Current liabilities		(943	)
Net assets acquired	$	116,568

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

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


	Fair Value		Weighted 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. The estimated fair value of the intangible assets acquired was determined using a discounted cash flow ("DCF") method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the Company’s relative risk.

Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

5. Inventory

Inventory consisted of the following (in thousands):


	December 31,
	2021		2020
Vehicles	$	724,542	$	421,458
Parts and accessories		1,842		2,189
Total inventory	$	726,384	$	423,647

As of December 31, 2021 and 2020, “Inventory” includes an adjustment of $22.4 million and $12.9 million, respectively, to record the balances at the lower of cost or net realizable value.

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

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


	December 31,
	2021			2020
Equipment	$	1,011		$	1,061
Furniture and fixtures		2,244			1,746
Logistics fleet		22,810			4,303
Leasehold improvements		7,161			7,068
Internal-use software		18,423			10,552
Other		5,811			3,696
		57,460			28,426
Accumulated depreciation and amortization		(20,418	)		(13,334	)
Property and equipment, net	$	37,042		$	15,092

Depreciation and amortization expense was $7.1 million, $4.1 million, and $2.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. Depreciation and amortization expense of $0.3 million, $0.1 million, and $0.1 million was included within “Cost of sales” in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019, respectively.

Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $8.1 million and $2.4 million as of December 31, 2021, respectively, and $3.6 million and $1.0 million as of December 31, 2020, respectively, and were included within “Other assets” in the consolidated balance sheets. Amortization expense of $1.4 million, $0.7 million, and $0.3 million was included within “Selling, general and administrative expenses” in the consolidated statements of operations for the years ended December 31, 2021, 2020, and 2019, respectively.

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in the carrying value of goodwill by reporting unit for the years ended December 31, 2021 and 2020 (in thousands):


	Ecommerce		Wholesale		TDA		Total
Balance as of December 31, 2019	$	72,231	$	1,720	$	4,221	$	78,172
Change in carrying amount		—		—		—		—
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Acquisition		80,645		—		—		80,645
Balance as of December 31, 2021	$	152,876	$	1,720	$	4,221	$	158,817

Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the year ended December 31, 2021.

There have been no accumulated impairment charges as of December 31, 2021 and 2020.

Intangible Assets

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


	December 31, 2021							December 31, 2020
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed Technology	$	25,700	$	(5,043	)	$	20,657	$	—	$	—		$	—
Trademarks		5,240		(673	)		4,567		40		(27	)		13
Customer Relationships		3,400		(417	)		2,983		—		—			—
Other		252		(252	)		—		252		(231	)		21
Total intangible assets	$	34,592	$	(6,385	)	$	28,207	$	292	$	(258	)	$	34

Refer to Note 4 – Acquisition for more information related to the acquisition that occurred in the year ended December 31, 2021.

Amortization expense for intangible assets was $6.1 million, $0.5 million, and $3.4 million for the years ended December 31, 2021, 2020, and 2019, respectively.

The estimated amortization expense for intangible assets subsequent to December 31, 2021, consists of the following (in thousands):


Year Ending December 31:
2022	$	6,220
2023		6,215
2024		6,215
2025		6,215
2026		1,172
Thereafter		2,170
	$	28,207

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

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


	December 31,
	2021		2020
Accrued marketing expenses	$	17,546	$	9,106
Vehicle related expenses		36,459		13,062
Sales taxes		39,163		15,443
Accrued compensation and benefits		16,150		5,749
Accrued professional services		4,225		4,890
Other		7,965		11,155
Total accrued expenses	$	121,508	$	59,405

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


	December 31,
	2021		2020
Vehicle payable	$	30,647	$	25,086
Reserve for estimated returns		26,522		5,058
Other		435		131
Total other current liabilities	$	57,604	$	30,275

Vehicle Floorplan Facilities

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Vehicle Floorplan Facilities

9. Vehicle Floorplan Facilities

In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (the “2020 Vehicle Floorplan Facility”). The 2020 Vehicle Floorplan Facility provided a committed credit line of up to $450.0 million and was amended in October 2020 to extend the maturity date to September 30, 2022. The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period.

Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal to the 1-Month LIBOR rate applicable in the immediately preceding month plus a spread of 425 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank. The Company is required to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50% of the calculated floorplan allowance, as defined. Cash deposits required under the Company's 2020 Vehicle Floorplan of $50.6 million and $31.6 million are classified as "Restricted cash" within the consolidated balance sheets as of December 31, 2021 and 2020, respectively.

In December 2021, the Company further amended its 2020 Vehicle Floorplan Facility to increase the committed credit line from $450.0 million to $700.0 million. The amendment updated the interest rate to the Prime Rate, announced per annum by Ally Bank, plus 105 basis points. The Company was required to pay an upfront commitment fee upon execution of the amendment. As of December 31, 2021, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $700.0 million, of which $187.2 million was unutilized. In February 2022, the Company amended its 2020 Vehicle Floorplan Facility to extend the maturity date to March 31, 2023 and was required to pay an upfront commitment fee upon execution of the amendment.

As of December 31, 2021 and 2020, outstanding borrowings on the vehicle floorplan facilities were $512.8 million and $329.2 million, respectively.

Interest expense incurred by the Company for the vehicle floorplan facilities was $17.7 million, $9.7 million, and $10.4 million for the years ended December 31, 2021, 2020, and 2019, respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.30% and 4.39% as of December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the Company was in compliance with all covenants related to the vehicle floorplan facilities.

In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $10.1 million, $5.4 million, and $5.1 million for the years ended December 31, 2021, 2020, and 2019, respectively, which are recorded within “Interest income” in the consolidated statements of operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Convertible Senior Notes

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Convertible Senior Notes

10. Convertible Senior Notes

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

The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022. The Notes will mature on July 1, 2026, subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $608.9 million.

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

•

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

•

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

•

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

•

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

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

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

If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the year ended December 31, 2021, the conditions allowing holders of the Notes to convert were not met.

The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of December 31, 2021, the unamortized debt discount and debt issuance costs was $14.4 million and the net carrying value was $610.6 million. The total estimated fair value of the Notes as of December 31, 2021 was approximately $386.1 million. The fair value was determined using actual bids and offer prices of the Notes in markets that are not active and is classified within Level 2 of the fair value hierarchy.

The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the year ended December 31, 2021 was $4.3 million. The effective interest rate of the Notes is 1.3%.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a

material effect on the Company’s business, results of operations, financial condition, or cash flows. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred.

Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits were captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The consolidated case is in preliminary stages, and the Company anticipates filing a motion to dismiss all claims.

In August 2021, one of the Company’s stockholders filed a derivative lawsuit on behalf of the Company in the U.S. District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging a violation of the federal securities laws and breach of fiduciary duty to the Company based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. This lawsuit is captioned Rainey v. Hennessy et al., Case No. 21-cv-6933. The Court deemed this case “related” to In re: Vroom, Inc. Securities Litigation and stayed all proceedings pending final resolution of In re: Vroom, Inc. Securities Litigation.

On November 8, 2021, a similar purported shareholder derivative lawsuit captioned Salli v. Hennessy et al., Case No. 1:21-cv-09237, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty, related violations of Delaware law, and breaches of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation and Rainey. The plaintiff in Salli marked that case as “related” to Rainey.

On December 2, 2021, the court consolidated Rainey and Salli under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, approved the parties’ stipulation that the case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. On January 28, 2022, a similar purported shareholder derivative lawsuit captioned McDonough v. Hennessy et al., Case No. 22-cv-752, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty and breach of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. On February 1, 2022, a similar purported shareholder derivative lawsuit captioned Yunayev v. Hennessy et al., Case No. 22-cv-862, was filed against the Company (as a nominal defendant only) and certain of our directors and officers in the U.S. District Court for the Southern District of New York, alleging breach of fiduciary duty and breach of various provisions of the Exchange Act. The lawsuit is based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. The McDonough and Yunayev suits are in preliminary stages and there have been no substantive developments in either matter.

The Company believes these lawsuits are without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

Letters of Credit

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

Other Matters

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

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

12. Leases

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

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

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

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

Options to extend or terminate leases

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

Lease term and discount rate

The weighted-average remaining lease term and discount rate for the Company’s operating leases, excluding short-term operating leases, were 2.7 years and 3.4% as of December 31, 2021, respectively, and 3.5 years and 3.4% as of December 31, 2020, respectively.

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

uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Lease costs and activity

The Company’s lease costs and activity for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Lease Cost
Operating lease cost	$	6,919		$	5,503
Short-term lease cost		1,660			350
Variable lease cost		2,921			1,915
Sublease income		(196	)		(445	)
Net lease cost	$	11,304		$	7,323

	Year Ended December 31,
	2021			2020
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,806		$	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$	1,599		$	4,600

Maturity of Lease Liabilities

The maturity of the Company’s lease liabilities on an undiscounted cash flow basis and a reconciliation to the operating lease liabilities recognized on the Company’s consolidated balance sheet as of December 31, 2021 were as follows (in thousands):


2022		7,294
2023		5,404
2024		3,505
2025		1,034
2026		12
Thereafter		-
Total lease payments		17,249
Less: interest		(768	)
Present value of lease liabilities	$	16,481

Operating lease liabilities, current	$	6,889
Operating lease liabilities, noncurrent		9,592
Total operating lease liabilities	$	16,481

In accordance with ASC Topic 840, rent expense was $7.2 million for the year ended December 31, 2019. Certain of the Company’s lease agreements contain escalation clauses, and accordingly, the Company records the rent expense on a straight-line basis over the lease term.

Redeemable Convertible Preferred Stock and Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Abstract]

Redeemable Convertible Preferred Stock and Stockholders' Equity

13. Redeemable Convertible Preferred Stock and Stockholders’ Equity

Redeemable Convertible Preferred Stock

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

Immediately upon closing of the IPO, the Company’s outstanding shares of preferred stock were automatically converted into an aggregate of 85,533,394 shares of the Company’s common stock. On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of December 31, 2021, there was no preferred stock issued or outstanding.

Common Stock

On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share. The shares of common stock authorized for issuance was increased to 500,000,000. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Warrants

In connection with the offering of shares of Series B Preferred Stock in November 2014, the Company issued warrants to an investor in return for providing ongoing advisory services (“Series B Warrants”). The Series B Warrants allowed the investor to purchase up to 161,136 shares of common stock with an exercise price of $0.72 per share. The Series B Warrants vested in equal monthly installments through October 1, 2017. Upon the closing of the IPO, all of the Series B Warrants were exercised on a cashless basis by the holder which resulted in the net issuance of 155,862 shares of the Company’s common stock.

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

Stock-based Compensation

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

14. Stock-based Compensation

On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4% of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of December 31, 2021, there were 2,777,619 shares available for future issuance under the 2020 Plan.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2021:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding as of December 31, 2020		5,617,568		$	4.35		7.33
Granted		72,578			4.97
Exercised		(1,409,004	)		4.09
Forfeited / cancelled		(204,600	)		5.73
Outstanding as of December 31, 2021		4,076,542		$	4.39		6.24
Vested and exercisable as of December 31, 2020		3,449,606		$	3.83		6.74
Vested and exercisable as of December 31, 2021		2,964,534		$	4.04		5.81

The Company recognized $2.2 million, $2.2 million, and $2.6 million of stock-based compensation expense related to stock options for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had $2.5 million and $3.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.7 years and 2.2 years, respectively.

The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $48.2 million, and the aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2021 was $26.1 million and $20.0 million, respectively.

RSUs

The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2021:


	Shares			Weighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 2020		2,235,442		$	11.46
Granted		794,833			34.65
Vested		(573,474	)		12.53
Forfeited / cancelled		(186,988	)		20.24
Unvested and outstanding as of December 31, 2021		2,269,813		$	24.69

The Company recognized $11.2 million, $10.9 million, and $0.1 million of stock-based compensation expense related to RSUs for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021 and 2020, the Company had $21.7 million and $15.4 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 years and 1.8 years, respectively.

In February 2020, the Company granted 367,782 RSUs to its chief executive officer that vest upon the achievement of performance-based conditions for the performance period ending December 31, 2022. The award was modified in April 2021 to amend the performance-based conditions to Gross Profit and EBITDA targets. In April 2021, the Company granted an additional 48,881 RSUs to its chief executive officer that vest upon the achievement of Gross Profit and EBITDA targets for the performance period ending December 31, 2023. As of December 31, 2021, the awards were not considered probable of being earned and no stock-based compensation expense was recognized.

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

Financial Instruments and Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

15. Financial Instruments and Fair Value Measurements

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

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

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

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

Items Measured at Fair Value on a Recurring Basis

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


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	601,807	$	—	$	—	$	601,807
Commercial Paper		—		149,974		—		149,974
Total financial assets	$	601,807	$	149,974	$	—	$	751,781

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

Valuation Methodologies

Money Market Funds: Money market funds primarily consist of investments in highly liquid U.S. treasury securities, with original maturities of three months or less and are classified as Level 1. The Company determines the fair value of cash equivalents based on quoted prices in active markets.

Commercial Paper: Commercial paper consists of unsecured promissory notes issued by companies, with original maturities of three months or less and is classified as Level 2. Commercial paper is issued at a discount to face value and is priced to reflect prevailing market interest rates.

Fair Value of Financial Instruments

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

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

- Definition

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

+ References + Details

Segment Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Segment Information

16. Segment Information

The Company has three reportable segments: Ecommerce, Wholesale, and TDA. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise wide group basis. Accordingly, the Company does not report segment asset information. As of December 31, 2021, 2020, and 2019, long-lived assets were predominantly located in the United States.

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

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


	Year Ended December 31, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	2,442,369	$	498,981		$	229,872	$	13,033	$	3,184,255
Gross profit	$	164,746	$	18,120		$	11,907	$	7,326	$	202,099

	Year Ended December 31, 2020
	Ecommerce		Wholesale			TDA		All Other (1)		Total
Revenues from external customers	$	915,451	$	245,580		$	195,295	$	1,374	$	1,357,700
Gross profit	$	60,861	$	(1,432	)	$	11,677	$	439	$	71,545

	Year Ended December 31, 2019
	Ecommerce		Wholesale			TDA		All Other (1)		Total
Revenues from external customers	$	588,114	$	213,464		$	388,504	$	1,739	$	1,191,821
Gross profit	$	32,127	$	340		$	24,661	$	731	$	57,859

(1)

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

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


	Year Ended December 31,
	2021			2020			2019
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	3,171,222		$	1,356,326		$	1,190,082
All Other revenues		13,033			1,374			1,739
Consolidated total revenue	$	3,184,255		$	1,357,700		$	1,191,821
Reconciliation to consolidated loss before provision for income taxes
Total reportable segment gross profit	$	194,773		$	71,106		$	57,128
All Other gross profit		7,326			439			731
Selling, general and administrative expenses		547,823			245,546			184,988
Depreciation and amortization		12,891			4,598			6,019
Interest expense		21,948			9,656			14,596
Interest Income		(10,341	)		(5,896	)		(5,607	)
Revaluation of preferred stock warrant		—			20,470			769
Other income, net		(65	)		(114	)		(96	)
Consolidated loss before provision for income taxes	$	(370,157	)	$	(202,715	)	$	(142,810	)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

17. Income Taxes

Income Tax Provision

Domestic and foreign pretax income (loss) are as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands):


	Year Ended December 31,
	2021			2020			2019
Domestic	$	(370,640	)	$	(202,715	)	$	(142,810	)
Foreign		483			—			—
Total	$	(370,157	)	$	(202,715	)	$	(142,810	)

The components of the provision for income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State and local		679		84		168
Foreign		75		—		—
Total current tax expense		754		84		168
Deferred tax (benefit):
Federal		—		—		—
State and local		—		—		—
Foreign		—		—		—
Total deferred tax (benefit)		—		—		—
Provision for income taxes	$	754	$	84	$	168

Tax Rate Reconciliation

The Company’s effective tax rate for the years ended December 31, 2021, 2020, and 2019 was (0.20)%, (0.04)%, and (0.12)%, respectively.

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


	Year Ended December 31,
	2021			2020			2019
Income taxes at statutory rate	$	(77,733	)	$	(42,570	)	$	(29,990	)
State income taxes, net of federal benefit		(8,251	)		(5,417	)		(1,096	)
Foreign Rate Differential		(26	)		—			—
Permanent differences		(4,800	)		1,264			772
Change in valuation allowance		94,158			46,901			30,051
Other		(2,594	)		(94	)		431
Provision for income taxes	$	754		$	84		$	168

Deferred Tax Assets (Liabilities)

The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets for December 31, 2021 and 2020 because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. As of December 31, 2021 and 2020 the valuation allowance balance was $216.0 million and $121.9 million, respectively.

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


	As of December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	203,170		$	102,252
Inventory reserves		12,278			12,409
Stock-based compensation		3,617			3,119
Accrued Expense		75			1,456
Right of Use Asset		3,821			4,175
Allowance for Doubtful Accounts		2,592			1,809
Other		1,905			836
Total deferred tax assets		227,458			126,056
Less: valuation allowance		(216,017	)		(121,859	)
Net deferred tax assets		11,441			4,197
Deferred tax liabilities:
Intangible amortization		(6,793	)		(225	)
Depreciation		(1,088	)		(29	)
Lease Liability		(3,560	)		(3,943	)
Net deferred tax liabilities		(11,441	)		(4,197	)
Net deferred income taxes	$	—		$	—

Net Operating Losses

As of December 31, 2021, the Company had total net operating loss carryforwards for U.S. federal income tax purposes of $893.4 million, of which $165.2 million expire from 2028 through 2042 and $728.2 million do not expire. The Company has net operating loss carryforwards for state income tax purposes of $237.8 million, which expire from 2034 through 2040.

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

The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone four ownership changes the most recent of which was April 2021. These changes will substantially limit the use of the net operating losses generated before the change in control.

The Company acquired Vast Holdings, Inc. on January 7, 2021 in a stock acquisition, refer to Note 4 – Acquisition for additional information. The NOLs and other tax attributes acquired will be subject to Section 382 limitations. The Company is in the process of determining the amount of attributes that will be available for use.

Uncertain Tax Positions

The Company has not identified any uncertain tax positions as of December 31, 2021 or 2020. Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions.

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share Basic And Diluted [Abstract]

Net Loss Per Share

18. Net Loss Per Share

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


	Year Ended December 31,
(in thousands, except share and per share amounts)	2021			2020			2019
Net loss	$	(370,911	)	$	(202,799	)	$	(142,978	)
Accretion of redeemable convertible preferred stock		—			—			(132,750	)
Net loss attributable to common stockholders	$	(370,911	)	$	(202,799	)	$	(275,728	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		136,429,791			73,345,569			8,605,962
Net loss per share attributable to common stockholders, basic and diluted	$	(2.72	)	$	(2.76	)	$	(32.04	)

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


	Year Ended December 31,
	2021		2020		2019
Convertible senior notes		11,158,722		—		—
Stock options		4,076,542		5,617,568		6,110,000
Restricted stock units		1,853,150		1,867,660		408,000
Redeemable convertible preferred stock		—		—		83,568,628
Warrants		—		—		161,136
Restricted stock awards		—		—		3,249,382
Total		17,088,414		7,485,228		93,497,146

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

19. Related Party Transactions

Management Services Agreement

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

AutoNation Reconditioning Agreement

In January 2019, the Company entered into a vendor agreement (“Vendor Agreement”) with AutoNation, Inc. (“AutoNation”), an affiliate of Auto Holdings, Inc., a holder of more than 5% of the Company’s outstanding capital stock, pursuant to which AutoNation agreed to provide certain reconditioning and repair services for vehicles owned by the Company. Amounts due under the Vendor Agreement for parts supplied and services performed by AutoNation become due and payable as they accrued. For the year ended December 31, 2019, the Company incurred $1.1 million of costs under the Vendor Agreement. The Vendor Agreement was terminated in February 2020.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

20. Subsequent Events

On February 1, 2022, the Company completed the acquisition of 100% of Unitas Holdings Corp., the parent corporation of United Auto Credit Corporation ("UACC"), a leader in automotive finance, for a cash purchase price of approximately $300.0 million, subject to customary purchase price adjustments. This acquisition accelerates the Company's strategy of establishing a captive financing arm and underwriting vehicle financing for their customers. UACC will continue its current operations of serving and expanding its network of dealership customers, which will constitute a separate reporting segment.

Due to the proximity of the acquisition date to the Company’s filing of its annual report on Form 10-K for the year ended December 31, 2021, the initial accounting for the UACC business combination is incomplete, and therefore the Company is unable to disclose certain information required by ASC 805, Business Combinations, including the provisional amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed and goodwill.

In February 2022, the Company completed a securitization transaction of finance receivables originated by its wholly owned subsidiary UACC. The securitization has been structured as an off-balance sheet transaction in which UACC sold approximately $318.5 million in principal balance of auto loans to a securitization trust and received proceeds from the issuance and sale of rated notes and unrated residual certificates and retained a 5% vertical risk retention interest in each class of notes and certificates. UACC recognized a gain on the sale upon transfer in an amount equal to the fair value of the net proceeds received less the carrying amount of the finance receivables sold.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Stock Split

Initial Public Offering

Follow-on Public Offering

Basis of Presentation

Principles of Consolidation

Cost of sales

Cash and Cash Equivalents

Restricted Cash

Accounts Receivable, Net

Inventory

Property and Equipment, Net

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


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

Goodwill and Intangible Assets

No goodwill impairment was determined to exist for the years ended December 31, 2021, 2020, and 2019.

The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives:


Developed technology	5 years
Trademarks	8 years
Customer relationships	8 years

Vehicle Floorplan

Income Taxes

Stock-Based Compensation

Business Combinations

Advertising

Shipping and Handling

Concentration of Credit Risk and Significant Customers

Liquidity

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

The Company has a Vehicle Floorplan Facility with a borrowing capacity of $700.0 million as of December 31, 2021. Refer to Note 9 – Vehicle Floorplan Facilities for further discussion.

Net Loss Per Share Attributable to Common Stockholders

Non-Employee Share-Based Payments

Nonemployee Share-Based Payments

Accounting Standards Adopted and Accounting Standards Issued But Not Yet Adopted

Accounting Standards Adopted

Accounting Standards Issued But Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of Assets

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


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

Schedule of Estimated Useful Lives of Intangible Assets

The Company's intangible assets are amortized on a straight-line basis over the following estimated useful lives:


Developed technology	5 years
Trademarks	8 years
Customer relationships	8 years

Acquisition (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Summary of Fair Value of Consideration Transferred

The fair value of the consideration transferred was approximately $116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands):


	Fair Value
Cash	$	76,740
Common stock issued (1)		38,811
Fair value of unvested stock options assumed (2)		1,017
Total	$	116,568

(1)

(2)

Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed


	Fair Value
Cash and cash equivalents	$	865
Accounts receivable, prepaid expenses and other current assets		1,330
Property and equipment and other assets		371
Intangible Assets		34,300
Goodwill		80,645
Current liabilities		(943	)
Net assets acquired	$	116,568

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

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


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

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	December 31,
	2021		2020
Vehicles	$	724,542	$	421,458
Parts and accessories		1,842		2,189
Total inventory	$	726,384	$	423,647

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	December 31,
	2021			2020
Equipment	$	1,011		$	1,061
Furniture and fixtures		2,244			1,746
Logistics fleet		22,810			4,303
Leasehold improvements		7,161			7,068
Internal-use software		18,423			10,552
Other		5,811			3,696
		57,460			28,426
Accumulated depreciation and amortization		(20,418	)		(13,334	)
Property and equipment, net	$	37,042		$	15,092

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Activity in Carrying Value of Goodwill by Reporting Unit

The following table summarizes the activity in the carrying value of goodwill by reporting unit for the years ended December 31, 2021 and 2020 (in thousands):


	Ecommerce		Wholesale		TDA		Total
Balance as of December 31, 2019	$	72,231	$	1,720	$	4,221	$	78,172
Change in carrying amount		—		—		—		—
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Balance as of December 31, 2020	$	72,231	$	1,720	$	4,221	$	78,172
Acquisition		80,645		—		—		80,645
Balance as of December 31, 2021	$	152,876	$	1,720	$	4,221	$	158,817

Schedule of Intangible Assets, Net

Intangible Assets

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


	December 31, 2021							December 31, 2020
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed Technology	$	25,700	$	(5,043	)	$	20,657	$	—	$	—		$	—
Trademarks		5,240		(673	)		4,567		40		(27	)		13
Customer Relationships		3,400		(417	)		2,983		—		—			—
Other		252		(252	)		—		252		(231	)		21
Total intangible assets	$	34,592	$	(6,385	)	$	28,207	$	292	$	(258	)	$	34

Schedule of Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for intangible assets subsequent to December 31, 2021, consists of the following (in thousands):


Year Ending December 31:
2022	$	6,220
2023		6,215
2024		6,215
2025		6,215
2026		1,172
Thereafter		2,170
	$	28,207

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of Accrued Expenses

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


	December 31,
	2021		2020
Accrued marketing expenses	$	17,546	$	9,106
Vehicle related expenses		36,459		13,062
Sales taxes		39,163		15,443
Accrued compensation and benefits		16,150		5,749
Accrued professional services		4,225		4,890
Other		7,965		11,155
Total accrued expenses	$	121,508	$	59,405

Other Current Liabilities

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


	December 31,
	2021		2020
Vehicle payable	$	30,647	$	25,086
Reserve for estimated returns		26,522		5,058
Other		435		131
Total other current liabilities	$	57,604	$	30,275

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Summary of Lease Costs and Activity

The Company’s lease costs and activity for the years ended December 31, 2021 and 2020 were as follows (in thousands):


	Year Ended December 31,
	2021			2020
Lease Cost
Operating lease cost	$	6,919		$	5,503
Short-term lease cost		1,660			350
Variable lease cost		2,921			1,915
Sublease income		(196	)		(445	)
Net lease cost	$	11,304		$	7,323

	Year Ended December 31,
	2021			2020
Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	6,806		$	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$	1,599		$	4,600

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


2022		7,294
2023		5,404
2024		3,505
2025		1,034
2026		12
Thereafter		-
Total lease payments		17,249
Less: interest		(768	)
Present value of lease liabilities	$	16,481

Operating lease liabilities, current	$	6,889
Operating lease liabilities, noncurrent		9,592
Total operating lease liabilities	$	16,481

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Summary of Stock Option Activity

The following table summarizes stock option activity for the year ended December 31, 2021:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Outstanding as of December 31, 2020		5,617,568		$	4.35		7.33
Granted		72,578			4.97
Exercised		(1,409,004	)		4.09
Forfeited / cancelled		(204,600	)		5.73
Outstanding as of December 31, 2021		4,076,542		$	4.39		6.24
Vested and exercisable as of December 31, 2020		3,449,606		$	3.83		6.74
Vested and exercisable as of December 31, 2021		2,964,534		$	4.04		5.81

Summary of Activity for Restricted Stock Units

The following table summarizes activity for restricted stock units (“RSUs”) for the year ended December 31, 2021:


	Shares			Weighted Average Grant Date Fair Value per Share
Unvested and outstanding as of December 31, 2020		2,235,442		$	11.46
Granted		794,833			34.65
Vested		(573,474	)		12.53
Forfeited / cancelled		(186,988	)		20.24
Unvested and outstanding as of December 31, 2021		2,269,813		$	24.69

Financial Instruments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

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

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


	As of December 31, 2021
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	601,807	$	—	$	—	$	601,807
Commercial Paper		—		149,974		—		149,974
Total financial assets	$	601,807	$	149,974	$	—	$	751,781

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

Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Summary of Reportable Segments

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


	Year Ended December 31, 2021
	Ecommerce		Wholesale			TDA		All Other		Total
Revenues from external customers	$	2,442,369	$	498,981		$	229,872	$	13,033	$	3,184,255
Gross profit	$	164,746	$	18,120		$	11,907	$	7,326	$	202,099

	Year Ended December 31, 2020
	Ecommerce		Wholesale			TDA		All Other (1)		Total
Revenues from external customers	$	915,451	$	245,580		$	195,295	$	1,374	$	1,357,700
Gross profit	$	60,861	$	(1,432	)	$	11,677	$	439	$	71,545

	Year Ended December 31, 2019
	Ecommerce		Wholesale			TDA		All Other (1)		Total
Revenues from external customers	$	588,114	$	213,464		$	388,504	$	1,739	$	1,191,821
Gross profit	$	32,127	$	340		$	24,661	$	731	$	57,859

(1)

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

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


	Year Ended December 31,
	2021			2020			2019
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	3,171,222		$	1,356,326		$	1,190,082
All Other revenues		13,033			1,374			1,739
Consolidated total revenue	$	3,184,255		$	1,357,700		$	1,191,821
Reconciliation to consolidated loss before provision for income taxes
Total reportable segment gross profit	$	194,773		$	71,106		$	57,128
All Other gross profit		7,326			439			731
Selling, general and administrative expenses		547,823			245,546			184,988
Depreciation and amortization		12,891			4,598			6,019
Interest expense		21,948			9,656			14,596
Interest Income		(10,341	)		(5,896	)		(5,607	)
Revaluation of preferred stock warrant		—			20,470			769
Other income, net		(65	)		(114	)		(96	)
Consolidated loss before provision for income taxes	$	(370,157	)	$	(202,715	)	$	(142,810	)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Domestic and Foreign Pretax Income (Loss)

Domestic and foreign pretax income (loss) are as follows for the years ended December 31, 2021, 2020, and 2019 (in thousands):


	Year Ended December 31,
	2021			2020			2019
Domestic	$	(370,640	)	$	(202,715	)	$	(142,810	)
Foreign		483			—			—
Total	$	(370,157	)	$	(202,715	)	$	(142,810	)

Schedule of Components of Provision for Income Taxes

The components of the provision for income taxes are as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State and local		679		84		168
Foreign		75		—		—
Total current tax expense		754		84		168
Deferred tax (benefit):
Federal		—		—		—
State and local		—		—		—
Foreign		—		—		—
Total deferred tax (benefit)		—		—		—
Provision for income taxes	$	754	$	84	$	168

Schedule of Effective Income Tax Rate Reconciliation

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


	Year Ended December 31,
	2021			2020			2019
Income taxes at statutory rate	$	(77,733	)	$	(42,570	)	$	(29,990	)
State income taxes, net of federal benefit		(8,251	)		(5,417	)		(1,096	)
Foreign Rate Differential		(26	)		—			—
Permanent differences		(4,800	)		1,264			772
Change in valuation allowance		94,158			46,901			30,051
Other		(2,594	)		(94	)		431
Provision for income taxes	$	754		$	84		$	168

Schedule of Deferred Tax Assets and Liabilities

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


	As of December 31,
	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	203,170		$	102,252
Inventory reserves		12,278			12,409
Stock-based compensation		3,617			3,119
Accrued Expense		75			1,456
Right of Use Asset		3,821			4,175
Allowance for Doubtful Accounts		2,592			1,809
Other		1,905			836
Total deferred tax assets		227,458			126,056
Less: valuation allowance		(216,017	)		(121,859	)
Net deferred tax assets		11,441			4,197
Deferred tax liabilities:
Intangible amortization		(6,793	)		(225	)
Depreciation		(1,088	)		(29	)
Lease Liability		(3,560	)		(3,943	)
Net deferred tax liabilities		(11,441	)		(4,197	)
Net deferred income taxes	$	—		$	—

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share Basic And Diluted [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

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


	Year Ended December 31,
(in thousands, except share and per share amounts)	2021			2020			2019
Net loss	$	(370,911	)	$	(202,799	)	$	(142,978	)
Accretion of redeemable convertible preferred stock		—			—			(132,750	)
Net loss attributable to common stockholders	$	(370,911	)	$	(202,799	)	$	(275,728	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		136,429,791			73,345,569			8,605,962
Net loss per share attributable to common stockholders, basic and diluted	$	(2.72	)	$	(2.76	)	$	(32.04	)

Summary of Calculation of Diluted Shares Outstanding

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


	Year Ended December 31,
	2021		2020		2019
Convertible senior notes		11,158,722		—		—
Stock options		4,076,542		5,617,568		6,110,000
Restricted stock units		1,853,150		1,867,660		408,000
Redeemable convertible preferred stock		—		—		83,568,628
Warrants		—		—		161,136
Restricted stock awards		—		—		3,249,382
Total		17,088,414		7,485,228		93,497,146

Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Sep. 15, 2020 USD ($) $ / shares shares	Jun. 11, 2020 USD ($) $ / shares shares	Jun. 30, 2020	Dec. 31, 2021 Segment	Dec. 31, 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					$ 504,024
Stock offering expenses	$ 1,500
Proceeds from offering, net	$ 569,500				$ 569,471
Initial Public Offering
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		24,437,500
Sale of stock, price per share \| $ / shares		$ 22.00
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses		$ 504,000
Stock offering expenses		$ 7,500
Underwriters
Description of Business and Basis of Presentation [Line Items]
Stock issued during period shares \| shares		3,187,500

Summary of Significant Accounting Policies - Additional Information (Details)				1 Months Ended	12 Months Ended
	Sep. 15, 2020 USD ($) $ / shares shares	Jun. 11, 2020 USD ($) $ / shares shares	May 15, 2020 $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) ReportableSegment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Oct. 01, 2021 USD ($)	Jan. 01, 2020 USD ($)
Accounting Policies [Line Items]
Other comprehensive income (loss)					$ 0	$ 0	$ 0
Cash deposits included in restricted cash					$ 82,450,000	33,826,000
Number of reporting units \| ReportableSegment					3
Goodwill impairment					$ 0	0	0
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses						504,024,000
Stock offering expenses	$ 1,500,000
Proceeds from issuance of common stock	$ 569,500,000					569,471,000
Common stock, issued \| shares	10,800,000
Sale of stock, price per share \| $ / shares	$ 54.50
Amortization expense for intangible assets					6,100,000	500,000	3,400,000
Operating lease liabilities					16,481,000				$ 18,400,000
Operating lease right-of-use assets					15,359,000	17,137,000			$ 17,400,000
Goodwill					$ 158,817,000	78,172,000	78,172,000	$ 158,800,000
ASU 2018-15
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2019
Change in accounting principle, accounting standards update, immaterial effect [true false]					false
Capitalized implementation costs					$ 2,700,000
Topic 842
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]					false
ASU 2018-13
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]					true
ASU 2016-13
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2020
Change in accounting principle, accounting standards update, immaterial effect [true false]					true
ASU 2019-12
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]					true
ASU 2020-06
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]					true
Change in accounting principle, accounting standards update, adoption date					Jan. 01, 2021
Change in accounting principle, accounting standards update, immaterial effect [true false]					true
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false]					true
Maximum
Accounting Policies [Line Items]
Business combination, measurement period					1 year
Amortization term					10 years
Minimum
Accounting Policies [Line Items]
Amortization term					2 years
RA Agreement
Accounting Policies [Line Items]
Common stock, issued \| shares			183,870
Term for issuance of additional shares of common stock			4 years
Sale of stock, price per share \| $ / shares			$ 11.57
RA Agreement \| Maximum
Accounting Policies [Line Items]
Issuance of additional shares of common stock \| shares			8,641,914
0.75% Unsecured Convertible Senior Notes Due 2026
Accounting Policies [Line Items]
Debt instrument aggregate principal amount				$ 625,000,000.0
Debt instrument interest rate				0.75%
Debt instrument maturity year				2026
Initial Public Offering
Accounting Policies [Line Items]
Proceeds from issuance of common stock, net of underwriting discount and before deducting offering expenses		$ 504,000,000.0
Stock offering expenses		$ 7,500,000
Common stock, issued \| shares		24,437,500
Sale of stock, price per share \| $ / shares		$ 22.00
Selling, General and Administrative Expenses
Accounting Policies [Line Items]
Advertising expense					$ 125,500,000	62,400,000	49,900,000
Amortization expense for intangible assets					1,400,000	700,000	300,000
Selling, General and Administrative Expenses \| Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling expenses					85,800,000	30,300,000	14,000,000.0
Vehicle Floorplan Facilities \| Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity					700,000,000.0
Preferred Lenders \| Cash Deposits
Accounting Policies [Line Items]
Cash deposits included in restricted cash					30,000,000.0
Ecommerce
Accounting Policies [Line Items]
Goodwill					$ 152,876,000	$ 72,231,000	$ 72,231,000	$ 152,900,000

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2021
Equipment \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	15 years
Equipment \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years
Furniture and Fixtures \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	15 years
Furniture and Fixtures \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years
Logistics Fleet \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	7 years
Logistics Fleet \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	5 years
Leasehold Improvements
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	Lesser of useful life or lease term
Internal-use Software \| Maximum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	5 years
Internal-use Software \| Minimum
Property Plant And Equipment Estimated Useful Lifes [Line Items]
Estimated useful lives of assets	3 years

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Developed Technology
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	5 years
Trademarks
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	8 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives of intangible assets	8 years

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 9.6	$ 3.8
Cumulative profit sharing payment recognized	$ 17.9	11.5
Revenue, practical expedient, incremental cost of obtaining contract	true
Accrued Expenses
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 5.5	1.7
Other Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	4.1	2.1
Prepaid Expenses and Other Current Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	0.9	0.8
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 17.0	$ 10.7

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	$ 116,568

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	$ 76,740
Common stock issued	38,811
Fair value of unvested stock options assumed	1,017
Total	$ 116,568

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
Business acquisition shares cancelled to satisfy working capital adjustment	5,673
Common Stock
Business Acquisition [Line Items]
Business acquisition, number of shares issued	1,066,444

Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Oct. 01, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill	$ 158,817	$ 158,800	$ 78,172	$ 78,172
Vast Holdings, Inc. (“d/b/a CarStory”)
Business Acquisition [Line Items]
Cash and cash equivalents	865
Accounts receivable, prepaid expenses and other current assets	1,330
Property and equipment and other assets	371
Intangible Assets	34,300
Goodwill	80,645
Current liabilities	(943)
Net assets acquired	$ 116,568

Acquisition - Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful (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

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Vehicles	$ 724,542	$ 421,458
Parts and accessories	1,842	2,189
Total inventory	$ 726,384	$ 423,647

Inventory - Additional Information (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 22.4	$ 12.9

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 57,460	$ 28,426
Accumulated depreciation and amortization	(20,418)	(13,334)
Property and equipment, net	37,042	15,092
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,011	1,061
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,244	1,746
Logistics fleet
Property Plant And Equipment [Line Items]
Property and equipment, gross	22,810	4,303
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,161	7,068
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	18,423	10,552
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 5,811	$ 3,696

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 12,891	$ 4,598	$ 6,019
Depreciation and amortization expense included within "Cost of sales"	300	100	100
Amortization expense	6,100	500	3,400
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Amortization expense	1,400	700	300
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	7,100	4,100	$ 2,800
Cloud Computing Arrangements \| Other Assets
Property Plant And Equipment [Line Items]
Implementation costs capitalized	8,100	3,600
Implementation costs capitalized, accumulated amortization	$ 2,400	$ 1,000

Goodwill and Intangible Assets - Summary of Activity in Carrying Value of Goodwill by Reporting Unit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Beginning Balance	$ 78,172	$ 78,172
Change in carrying amount		0
Acquisition	80,645
Ending Balance	158,817	78,172
Ecommerce
Goodwill [Line Items]
Beginning Balance	72,231	72,231
Change in carrying amount		0
Acquisition	80,645
Ending Balance	152,876	72,231
Wholesale
Goodwill [Line Items]
Beginning Balance	1,720	1,720
Change in carrying amount		0
Ending Balance	1,720	1,720
TDA
Goodwill [Line Items]
Beginning Balance	4,221	4,221
Change in carrying amount		0
Ending Balance	$ 4,221	$ 4,221

Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 34,592	$ 292
Accumulated Amortization	(6,385)	(258)
Carrying Value	28,207	34
Developed Technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	25,700
Accumulated Amortization	(5,043)
Carrying Value	20,657
Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	5,240	40
Accumulated Amortization	(673)	(27)
Carrying Value	4,567	13
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	3,400
Accumulated Amortization	(417)
Carrying Value	2,983
Other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	252	252
Accumulated Amortization	$ (252)	(231)
Carrying Value		$ 21

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 6,100,000	$ 500,000	$ 3,400,000
Accumulated impairment charges	$ 0	$ 0

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 6,220
2023	6,215
2024	6,215
2025	6,215
2026	1,172
Thereafter	2,170
Carrying Value	$ 28,207	$ 34

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Accrued marketing expenses	$ 17,546	$ 9,106
Vehicle related expenses	36,459	13,062
Sales taxes	39,163	15,443
Accrued compensation and benefits	16,150	5,749
Accrued professional services	4,225	4,890
Other	7,965	11,155
Total accrued expenses	$ 121,508	$ 59,405

Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Liabilities And Other Liabilities [Abstract]
Vehicle payable	$ 30,647	$ 25,086
Reserve for estimated returns	26,522	5,058
Other	435	131
Total other current liabilities	$ 57,604	$ 30,275

Vehicle Floorplan Facilities - Additional Information (Details) - USD ($)	1 Months Ended			12 Months Ended
	Feb. 28, 2022	Dec. 31, 2021	Oct. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2020
Line Of Credit Facility [Line Items]
Cash deposits included in restricted cash		$ 82,450,000		$ 82,450,000	$ 33,826,000
2020 Vehicle Floorplan Facility \| Cash Deposits
Line Of Credit Facility [Line Items]
Cash deposits included in restricted cash		50,600,000		50,600,000	31,600,000
Vehicle Floorplan Facilities
Line Of Credit Facility [Line Items]
Outstanding borrowings		$ 512,800,000		512,800,000	329,200,000
Interest expense				$ 17,700,000	$ 9,700,000	$ 10,400,000
Weighted average interest rate		4.30%		4.30%	4.39%
Debt instrument, covenant compliance				As of December 31, 2021 and 2020, the Company was in compliance with all covenants related to the vehicle floorplan facilities.
Vehicle Floorplan Facilities \| Credit Balance Agreements
Line Of Credit Facility [Line Items]
Interest credits earned				$ 10,100,000	$ 5,400,000	$ 5,100,000
Ally Bank and Ally Financial \| Line Of Credit \| 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 700,000,000.0		$ 700,000,000.0			$ 450,000,000.0
Line of credit facility, description				The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period.
Line of credit facility, current borrowing capacity		700,000,000.0		$ 700,000,000.0
Line of credit facility, unutilized borrowing capacity		$ 187,200,000		$ 187,200,000
Debt instrument, covenant description				The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank.
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents				7.50%
Availability fee payable each quarter on average unused capacity from prior quarter floorplan allowance percentage				50.00%
Debt instrument covenant to maintain principal balance outstanding				10.00%
Ally Bank and Ally Financial \| Line Of Credit \| 2020 Vehicle Floorplan Facility \| LIBOR Rate
Line Of Credit Facility [Line Items]
Period of LIBOR measurement				1 month
Basis points				4.25%
Ally Bank and Ally Financial \| Line Of Credit \| 2020 Vehicle Floorplan Facility \| Prime Rate
Line Of Credit Facility [Line Items]
Basis points		1.05%
Ally Bank and Ally Financial \| Line Of Credit \| Amended 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility expiration date			Sep. 30, 2022
Subsequent Event \| Ally Bank and Ally Financial \| Line Of Credit \| Amended 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility expiration date	Mar. 31, 2023

Convertible Senior Notes - Additional Information (Details)		12 Months Ended
	Jun. 18, 2021 USD ($) d $ / shares shares	Dec. 31, 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		$ 610,618,000
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	$ 608,900,000
Debt conversion, each principal amount initially be convertible	$ 1,000
Initial conversion price per share \| $ / shares	$ 56.01
Debt instrument conversion date	Apr. 01, 2026
Unamortized debt discount and debt issuance costs		$ 14,400,000
Net carrying value of debt		610,600,000
Interest expense		$ 4,300,000
Effective interest rate		1.30%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Level 2
Debt Instrument [Line Items]
Estimated fair value of notes		$ 386,100,000
0.75% Unsecured Convertible Senior Notes Due 2026 \| During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021
Debt Instrument [Line Items]
Consecutive trading days \| d	30
0.75% Unsecured Convertible Senior Notes Due 2026 \| During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021 \| Minimum
Debt Instrument [Line Items]
Trading days \| d	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period
Debt Instrument [Line Items]
Debt conversion, each principal amount initially be convertible	$ 1,000
Consecutive trading days \| d	10
0.75% Unsecured Convertible Senior Notes Due 2026 \| During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period \| Maximum
Debt Instrument [Line Items]
Conversion price	98.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Company May Redeem On or after July 6, 2024
Debt Instrument [Line Items]
Consecutive trading days \| d	30
Redemption percentage of principal amount	100.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Company May Redeem On or after July 6, 2024 \| Minimum
Debt Instrument [Line Items]
Trading days \| d	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 \| Common Stock
Debt Instrument [Line Items]
Debt conversion, for each principal amount conversion to shares \| shares	17.8527

Commitments and Contingencies - Additional Information (Details) - Financial Standby Letters of Credit $ in Millions	Dec. 31, 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

Leases - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2020
Lessee Lease Description [Line Items]
Operating leases weighted-average remaining lease term	2 years 8 months 12 days		3 years 6 months
Operating leases discount rate	3.40%		3.40%
Rent expense		$ 7.2
Real Estate
Lessee Lease Description [Line Items]
Options to renew leases	true
Options to extend leases, description	Certain of the Company’s real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at the Company’s sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the Company’s right-of-use assets and lease liabilities.
Minimum [Member] \| Real Estate
Lessee Lease Description [Line Items]
Leases terms	6 months
Leases renewal term	1 year
Maximum \| Real Estate
Lessee Lease Description [Line Items]
Leases terms	8 years
Leases renewal term	5 years

Leases - Summary of Lease Costs and Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Lease Cost
Operating lease cost	$ 6,919	$ 5,503
Short-term lease cost	1,660	350
Variable lease cost	2,921	1,915
Sublease income	(196)	(445)
Net lease cost	11,304	7,323
Operating cash flows from operating leases	6,806	5,524
Right-of-use assets obtained in exchange for operating lease liabilities	$ 1,599	$ 4,600

Leases - Summary of Maturity of Lease Liabilities on Undiscounted Cash Flow Basis and Reconciliation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2020
Leases [Abstract]
2022	$ 7,294
2023	5,404
2024	3,505
2025	1,034
2026	12
Total lease payments	17,249
Less: interest	(768)
Present value of lease liabilities	16,481		$ 18,400
Operating lease liabilities, current	6,889	$ 6,052
Operating Lease Liability Noncurrent	9,592	$ 12,093
Total operating lease liabilities	$ 16,481		$ 18,400

Redeemable Convertible Preferred Stock and Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands				1 Months Ended	12 Months Ended
	Sep. 15, 2020 shares	Jun. 11, 2020 $ / shares shares	Jan. 08, 2020 USD ($) shares	Jun. 30, 2020	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jun. 23, 2020 shares	Aug. 31, 2017 $ / shares shares	Nov. 30, 2014 $ / 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	$ 227,502
Preferred stock converted into common stock		85,533,394
Preferred stock, authorized		10,000,000
Preferred stock, issued					0
Preferred Stock, outstanding					0
Forward stock split		2		2
Common stock, par value \| $ / shares		$ 0.001			$ 0.001	$ 0.001
Common stock, voting rights					one vote
Stock split, description				2-for-1	On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Common stock, shares authorized		500,000,000			500,000,000	500,000,000
Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock		155,862
Exercise price \| $ / shares										$ 0.72
Maximum \| Series B Warrants
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock										161,136
Series H Preferred Stock
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Common stock, issued			1,964,766
Gross proceeds from issuance of preferred stock \| $			$ 26,700
Series F Preferred Stock Warrant
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock								480,250
Exercise price \| $ / shares									$ 8.53
Series F Preferred Stock Warrant \| Maximum
Redeemable Convertible Preferred Stock And Stockholders Deficit Equity [Line Items]
Warrants to purchase shares of common stock									589,970

Stock-based Compensation - Additional Information (Details) - USD ($)		1 Months Ended		12 Months Ended
	May 28, 2020	Apr. 30, 2021	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 0
Aggregate intrinsic value of options exercised				48,200,000
Aggregate intrinsic value of options outstanding				26,100,000
Aggregate intrinsic value of options exercisable				$ 20,000,000.0
Granted, Shares				794,833
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 2,200,000	$ 2,200,000	$ 2,600,000
Unrecognized stock-based compensation expense				$ 2,500,000	$ 3,500,000
Unrecognized stock-based compensation weighted-average period				1 year 8 months 12 days	2 years 2 months 12 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense				$ 11,200,000	$ 10,900,000	$ 100,000
Unrecognized stock-based compensation expense				$ 21,700,000	$ 15,400,000
Unrecognized stock-based compensation weighted-average period				2 years 1 month 6 days	1 year 9 months 18 days
Award acceleration period				12 months
RSUs \| Chief Executive Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, Shares		48,881	367,782
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance				2,777,619
2020 Incentive Award Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	3,019,108
Percentage annual increase in shares available for issuance as award in each year beginning	4.00%

Stock-based Compensation - Summary of Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Shares, Outstanding, Beginning balance	5,617,568
Shares, Granted	72,578
Shares, Exercised	(1,409,004)
Shares, Forfeited / cancelled	(204,600)
Shares, Outstanding, Ending balance	4,076,542	5,617,568
Shares, Vested and exercisable	2,964,534	3,449,606
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 4.35
Weighted Average Exercise Price, Granted	4.97
Weighted Average Exercise Price, Exercised	4.09
Weighted Average Exercise Price, Forfeited / cancelled	5.73
Weighted Average Exercise Price, Outstanding, Ending balance	4.39	$ 4.35
Weighted Average Exercise Price, Vested and exercisable	$ 4.04	$ 3.83
Weighted Average Remaining Contractual Life, Outstanding	6 years 2 months 26 days	7 years 3 months 29 days
Weighted Average Remaining Contractual Life, Vested and exercisable	5 years 9 months 21 days	6 years 8 months 26 days

Stock-based Compensation - Summary of Activity for Restricted Stock Units (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Shares, Unvested and outstanding, Beginning balance \| shares	2,235,442
Shares, Granted \| shares	794,833
Shares, Vested \| shares	(573,474)
Shares, Forfeited / cancelled \| shares	(186,988)
Shares, Unvested and outstanding, Ending balance \| shares	2,269,813
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Beginning balance \| $ / shares	$ 11.46
Weighted Average Grant Date Fair Value per Share, Granted \| $ / shares	34.65
Weighted Average Grant Date Fair Value per Share, Vested \| $ / shares	12.53
Weighted Average Grant Date Fair Value per Share, Forfeited / cancelled \| $ / shares	20.24
Weighted Average Grant Date Fair Value per Share, Unvested and outstanding, Ending balance \| $ / shares	$ 24.69

Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 751,781	$ 814,681
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	601,807	814,681
Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	149,974
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	601,807	814,681
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	601,807	$ 814,681
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	149,974
Level 2 \| Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 149,974

Segment Information - Additional Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3
Segment assets \| $	$ 0

Segment Information - Summary of Reportable Segments (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Segment Reporting Information [Line Items]

Revenues from external customers

$ 3,184,255

$ 1,357,700

$ 1,191,821

Gross profit

202,099

71,545

57,859

Ecommerce

Segment Reporting Information [Line Items]

Revenues from external customers

2,442,369

915,451

588,114

Gross profit

164,746

60,861

32,127

Wholesale

Segment Reporting Information [Line Items]

Revenues from external customers

498,981

245,580

213,464

Gross profit

18,120

(1,432)

340

TDA

Segment Reporting Information [Line Items]

Revenues from external customers

229,872

195,295

388,504

Gross profit

11,907

11,677

24,661

All Other

Segment Reporting Information [Line Items]

Revenues from external customers

13,033

1,374

^[1]

1,739

^[1]

Gross profit

$ 7,326

$ 439

^[1]

$ 731

^[1]

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

- Definition

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

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+ Details

Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Reconciliation to consolidated total revenue

Total revenue

$ 3,184,255

$ 1,357,700

$ 1,191,821

Reconciliation to consolidated loss before provision for income taxes

Gross Profit

202,099

71,545

57,859

Selling, general and administrative expenses

547,823

245,546

184,988

Depreciation and amortization

12,891

4,598

6,019

Interest expense

21,948

9,656

14,596

Interest income

(10,341)

(5,896)

(5,607)

Revaluation of preferred stock warrant

20,470

769

Other income, net

(65)

(114)

(96)

Loss before provision for income taxes

(370,157)

(202,715)

(142,810)

All Other

Reconciliation to consolidated total revenue

Total revenue

13,033

1,374

^[1]

1,739

^[1]

Reconciliation to consolidated loss before provision for income taxes

Gross Profit

7,326

439

^[1]

731

^[1]

Reportable Segments

Reconciliation to consolidated total revenue

Total revenue

3,171,222

1,356,326

1,190,082

Reconciliation to consolidated loss before provision for income taxes

Gross Profit

$ 194,773

$ 71,106

$ 57,128

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

Income Taxes - Schedule of Domestic and Foreign Pretax Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Domestic	$ (370,640)	$ (202,715)	$ (142,810)
Foreign	483	0	0
Loss before provision for income taxes	$ (370,157)	$ (202,715)	$ (142,810)

- Definition

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

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+ Details

Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State and local	679	84	168
Foreign	75	0	0
Total current tax expense	754	84	168
Deferred tax (benefit):
Federal	0	0	0
State and local	0	0	0
Foreign	0	0	0
Total deferred tax (benefit)	0	0	0
Provision for income taxes	$ 754	$ 84	$ 168

Income Taxes - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 07, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Effective tax rate		(0.20%)	(0.04%)	(0.12%)
Valuation allowance		$ 216,017,000	$ 121,859,000
Uncertain tax positions		0	$ 0
Interest accrued in relation to uncertain tax positions		0
Penalties accrued in relation to uncertain tax positions		0
Vast Holdings, Inc. (“d/b/a CarStory”)
Income Taxes [Line Items]
Business acquisition, date of acquisition	Jan. 07, 2021
Domestic Tax Authority
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes		$ 893,400,000
Operating loss carryforwards earliest expiration year		2028
Operating loss carryforwards latest expiration year		2042
Net operating loss carryforwards expiring in indefinite period for tax purposes		$ 728,200,000
Domestic Tax Authority \| Tax Period Expire from 2028 through 2042
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes		$ 165,200,000
State and Local Jurisdiction
Income Taxes [Line Items]
Operating loss carryforwards earliest expiration year		2034
Operating loss carryforwards latest expiration year		2040
State and Local Jurisdiction \| Tax Period Expire from 2034 through 2040
Income Taxes [Line Items]
Net operating loss carryforwards for tax purposes		$ 237,800,000

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income taxes at statutory rate	$ (77,733)	$ (42,570)	$ (29,990)
State income taxes, net of federal benefit	(8,251)	(5,417)	(1,096)
Foreign Rate Differential	(26)	0	0
Permanent differences	(4,800)	1,264	772
Change in valuation allowance	94,158	46,901	30,051
Other	(2,594)	(94)	431
Provision for income taxes	$ 754	$ 84	$ 168

- Definition

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

+ References + Details

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 203,170	$ 102,252
Inventory reserves	12,278	12,409
Stock-based compensation	3,617	3,119
Accrued Expense	75	1,456
Right of Use Asset	3,821	4,175
Allowance for Doubtful Accounts	2,592	1,809
Other	1,905	836
Total deferred tax assets	227,458	126,056
Less: valuation allowance	(216,017)	(121,859)
Net deferred tax assets	11,441	4,197
Deferred tax liabilities:
Intangible amortization	(6,793)	(225)
Depreciation	(1,088)	(29)
Lease Liability	(3,560)	(3,943)
Net deferred tax liabilities	(11,441)	(4,197)
Net deferred income taxes	$ 0	$ 0

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share Basic And Diluted [Abstract]
Net loss	$ (370,911)	$ (202,799)	$ (142,978)
Accretion of redeemable convertible preferred stock			(132,750)
Net loss attributable to common stockholders	$ (370,911)	$ (202,799)	$ (275,728)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	136,429,791	73,345,569	8,605,962
Net loss per share attributable to common stockholders, basic and diluted	$ (2.72)	$ (2.76)	$ (32.04)

- Definition

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

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-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Potentially dilutive shares not included in calculation of diluted shares outstanding	17,088,414	7,485,228	93,497,146
Redeemable Convertible Preferred Stock
Potentially dilutive shares not included in calculation of diluted shares outstanding			83,568,628
Warrants
Potentially dilutive shares not included in calculation of diluted shares outstanding			161,136
Stock Options
Potentially dilutive shares not included in calculation of diluted shares outstanding	4,076,542	5,617,568	6,110,000
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	1,853,150	1,867,660	408,000
Restricted Stock Awards
Potentially dilutive shares not included in calculation of diluted shares outstanding			3,249,382
Convertible Senior Notes
Potentially dilutive shares not included in calculation of diluted shares outstanding	11,158,722

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

Subsequent Events - Additional Information (Details) - Subsequent Event - USD ($) $ in Millions	Feb. 01, 2022	Feb. 28, 2022
Unitas Holdings Corp.
Subsequent Event [Line Items]
Business acquisition acquire percentage	100.00%
UACC
Subsequent Event [Line Items]
Cash purchase price	$ 300.0
Securitization transaction		$ 318.5
Percentage of vertical risk retention interest in each class of notes and certificates		5.00%