0000950170-23-019675 | 10-Q | XBRL Viewer

Fair Value

Weighted Average Useful Life

Purchased technology

Customer relationships

Trade name

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 316,714	$ 398,915
Restricted cash (including restricted cash of consolidated VIEs of $48.0 million and $24.7 million, respectively)	71,994	73,095
Accounts receivable, net of allowance of $10.0 million and $21.5 million, respectively	10,077	13,967
Finance receivables at fair value (including finance receivables of consolidated VIEs of $12.1 million and $11.5 million, respectively)	13,091	12,939
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $163.7 million and $305.9 million, respectively)	186,777	321,626
Inventory	212,982	320,648
Beneficial interests in securitizations	7,976	20,592
Prepaid expenses and other current assets	59,357	58,327
Total current assets	878,968	1,220,109
Finance receivables at fair value (including finance receivables of consolidated VIEs of $508.3 million and $119.6 million, respectively)	523,179	140,235
Property and equipment, net	51,427	50,201
Intangible assets, net	152,155	158,910
Operating lease right-of-use assets	21,741	23,568
Other assets	24,166	26,004
Total assets	1,651,636	1,619,027
Current Liabilities:
Accounts payable	28,861	34,702
Accrued expenses	58,492	76,795
Vehicle floorplan	147,428	276,988
Warehouse credit facilities of consolidated VIEs	124,247	229,518
Current portion of securitization debt of consolidated VIEs at fair value	261,746	47,239
Deferred revenue	13,037	10,655
Operating lease liabilities, current	9,021	9,730
Other current liabilities	15,251	17,693
Total current liabilities	658,083	703,320
Long term debt, net of current portion (including securitization debt of consolidated VIEs of $199.2 million and $32.6 million at fair value, respectively)	554,655	402,154
Operating lease liabilities, excluding current portion	18,278	20,129
Other long-term liabilities	18,382	18,183
Total liabilities	1,249,398	1,143,786
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 138,802,011 and 138,201,903 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	135	135
Additional paid-in-capital	2,077,839	2,075,798
Accumulated deficit	(1,675,736)	(1,600,692)
Total stockholders' equity	402,238	475,241
Total liabilities and stockholders' equity	$ 1,651,636	$ 1,619,027

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

21. Subsequent Events

Nasdaq Notice

On April 14, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). The Notice has no immediate effect on the listing of the Company's common stock, which continues to trade on the Nasdaq Global Select Market under the symbol “VRM”.

The Company has a period of 180 calendar days, or until October 11, 2023, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days during the 180-day period prior to October 11, 2023.

If the Company does not regain compliance by October 11, 2023, the Company may be eligible for an additional 180-calendar day compliance period by transferring the listing of its common stock to the Nasdaq Capital Market. If the Company fails to regain compliance during the compliance period (including a second compliance period provided by a transfer to the Nasdaq Capital Market, if applicable), then Nasdaq will notify the Company of its determination to delist the Company's common stock, at which point the Company may appeal Nasdaq’s delisting determination to a Nasdaq hearing panel.

The Company intends to actively monitor the closing bid price of its common stock and will consider all available options to regain compliance with the Minimum Bid Price Requirement, which may include transferring the listing to the Nasdaq Capital Market and/or seeking stockholder approval to effect a reverse stock split. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement.

Sale of 2023-1 Non-Investment Grade Securities

On April 19, 2023, UACC sold the non-investment grade securities related to the 2023-1 securitization transaction for $23.1 million. UACC still retains the residual interests related to the 2023-1 securitization transaction.

April 2023 Reduction in Force

On April 26, 2023, as part of the Company’s ongoing reexamination of all facets of the business, the Company implemented an organizational restructuring that included a reduction in force. The Company reduced Vroom’s headcount by approximately 120 employees and expects to incur total expenses of approximately $2.0 million in the second quarter of 2023, primarily consisting of severance costs, as a result of this reduction in force.

UACC Risk Retention Financing Facility

On May 3, 2023, UACC entered into a Risk Retention Financing Facility enabling it to finance asset-backed securities issued in its securitization transactions and held by UACC pursuant to applicable risk retention rules. Under this facility, UACC sells such retained interests and agrees to repurchase them at fair value on a future date. In its initial transaction under this facility, UACC pledged $24.5 million of its retained beneficial interests as collateral, and received proceeds of $24.1 million, with expected repurchase dates ranging from March 2025 to September 2029. The securitization trusts will distribute payments related to UACC's pledged beneficial interests in securitizations directly to the lenders, which will reduce the beneficial interests in securitizations and the related debt balance.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

Schedule of Accrued Expenses

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


	March 31,		December 31,
	2023		2022
Accrued marketing expenses	$	4,303	$	2,093
Vehicle related expenses		12,877		14,789
Sales taxes		5,693		5,983
Accrued compensation and benefits		14,912		28,276
Accrued professional services		2,725		3,488
Accrued legal settlements(1)		4,979		7,383
Interest payable		5,168		3,990
Other		7,835		10,793
Total accrued expenses	$	58,492	$	76,795

(1) Accrued legal settlements are primarily related to legal challenges stemming from operational challenges created by the Company's prior rapid growth, which resulted in additional costs incurred, including legal settlements.

Other Current Liabilities

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


	March 31,		December 31,
	2023		2022
Vehicle payable	$	3,849	$	3,617
Reserve for estimated returns		3,565		3,919
Insurance payable		1,825		4,551
State income tax payable		4,543		4,041
Other		1,469		1,565
Total other current liabilities	$	15,251	$	17,693

Description of Business and Basis of Presentation - Additional Information (Details) - Segment	3 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Description of Business and Basis of Presentation [Line Items]
Number of reportable segments	3	3

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Summary of Computation of Basic and Diluted Net Loss Per Share

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


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2023			2022
Net loss	$	(75,044	)	$	(310,459	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		138,530,884			137,259,629
Net loss per share attributable to common stockholders, basic and diluted	$	(0.54	)	$	(2.26	)

Summary of Calculation of Diluted Shares Outstanding

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


	As of March 31,
	2023		2022
Convertible senior notes		6,266,077		11,158,722
Stock options		2,788,624		3,814,755
Restricted stock units		15,320,430		2,398,593
Total		24,375,131		17,372,070

Preferred Stock and Stockholders' Equity - Additional Information (Details)		3 Months Ended
	Jun. 11, 2020 $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Stockholders' Equity Note [Abstract]
Preferred stock, authorized	10,000,000
Preferred stock, issued		0
Preferred Stock, outstanding		0
Forward stock split	2
Common stock, par value \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Common stock, voting rights		one vote
Stock split, description		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

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Potentially dilutive shares not included in calculation of diluted shares outstanding	24,375,131	17,372,070
Stock Options
Potentially dilutive shares not included in calculation of diluted shares outstanding	2,788,624	3,814,755
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	15,320,430	2,398,593
Convertible Senior Notes
Potentially dilutive shares not included in calculation of diluted shares outstanding	6,266,077	11,158,722

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 05, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Trading Symbol	VRM
Entity Registrant Name	VROOM, INC.
Entity Central Index Key	0001580864
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity File Number	001-39315
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	3600 W Sam Houston Pkwy S
Entity Address, Address Line Two	Floor 4
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	518
Local Phone Number	535-9125
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		138,830,093

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue:
Total revenue	$ 196,467	$ 923,775
Cost of sales	157,662	842,135
Total gross profit	38,805	81,640
Selling, general and administrative expenses	96,537	187,994
Depreciation and amortization	10,531	7,856
Impairment charges		201,703
Loss from operations	(68,263)	(315,913)
Gain on debt extinguishment	(8,709)
Interest expense	9,919	9,380
Interest income	(5,942)	(3,952)
Other loss, net	11,240	12,358
Loss before provision (benefit) for income taxes	(74,771)	(333,699)
Provision (benefit) for income taxes	273	(23,240)
Net loss	$ (75,044)	$ (310,459)
Net loss per share attributable to common stockholders, basic	$ (0.54)	$ (2.26)
Net loss per share attributable to common stockholders, diluted	$ (0.54)	$ (2.26)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic	138,530,884	137,259,629
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted	138,530,884	137,259,629
Retail vehicle, net
Revenue:
Total revenue	$ 135,270	$ 707,186
Cost of sales	135,724	695,509
Wholesale vehicle
Revenue:
Total revenue	13,895	139,984
Cost of sales	13,833	142,737
Product, net
Revenue:
Total revenue	11,500	24,449
Cost of sales	897
Finance
Revenue:
Total revenue	31,988	47,687
Cost of sales	6,214	2,724
Other
Revenue:
Total revenue	3,814	4,469
Cost of sales	$ 994	$ 1,165

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions					3 Months Ended		12 Months Ended
	Jul. 25, 2022	May 20, 2022	May 09, 2022	May 28, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Company's common stock shares reserved for issuance					11,011,780
2020 Incentive Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for future issuance					824,666
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%
Inducement Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Company's common stock shares reserved for issuance		3,000,000
Shares available for future issuance					2,483,746
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense					$ 0.2	$ 0.4
Unrecognized stock-based compensation expense					$ 1.3		$ 1.6
Unrecognized stock-based compensation weighted-average period					1 year 9 months 18 days		1 year 10 months 24 days
Stock Options \| CEO
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted			600,000
Fair value per share			$ 0.83
Exercise price per share			$ 7.50
Stock Options \| Management Team
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted		650,000
Fair value per share		$ 1.14
Exercise price per share		$ 7.50
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award acceleration period					12 months
Stock-based compensation expense					$ 1.8	$ 3.2
Unrecognized stock-based compensation expense					$ 21.1		$ 18.2
Unrecognized stock-based compensation weighted-average period					2 years 1 month 6 days		1 year 10 months 24 days
Vesting period					3 years
RSUs \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Listing price of share					$ 7.50
Number of consecutive trading days					20 days
Vesting description					The vesting of RSUs will accelerate in one-third increments if the Company's common stock achieves a closing price at or above $7.50 per share for twenty consecutive trading days during the three-year vesting period; a closing price at or above $15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and a closing price at or above $21.00 per share for twenty consecutive trading days during the third year of the vesting period
RSUs \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Listing price of share					$ 15.00
Number of consecutive trading days					20 days
RSUs \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Listing price of share					$ 21.00
Number of consecutive trading days					20 days
RSUs \| CEO
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted			1,200,000
Fair value per share			$ 1.08
RSUs \| Management Team
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	140,000	3,190,000
Fair value per share	$ 1.64	$ 1.45

Acquisition - Summary of Pro Forma Information (Details) - UACC $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Business Acquisition [Line Items]
Total revenue	$ 939,246
Net loss	$ (322,650)

Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Reconciliation to consolidated total revenue
Total revenue	$ 196,467	$ 923,775
Reconciliation to consolidated loss before provision (benefit) for income taxes
Gross Profit	38,805	81,640
Selling, general and administrative expenses	96,537	187,994
Depreciation and amortization	10,531	7,856
Impairment charges		201,703
Gain on debt extinguishment	(8,709)
Interest expense	9,919	9,380
Interest income	(5,942)	(3,952)
Other loss, net	11,240	12,358
Loss before provision (benefit) for income taxes	(74,771)	(333,699)
All Other
Reconciliation to consolidated total revenue
Total revenue	14,951	60,740
Reconciliation to consolidated loss before provision (benefit) for income taxes
Gross Profit	2,934	5,110
Reportable Segments
Reconciliation to consolidated total revenue
Total revenue	181,516	863,035
Reconciliation to consolidated loss before provision (benefit) for income taxes
Gross Profit	$ 35,871	$ 76,530

Vehicle Floorplan Facility - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 01, 2023	Nov. 30, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Line Of Credit Facility [Line Items]
Restricted cash			$ 71,994		$ 73,095
2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Debt instrument, covenant compliance			As of March 31, 2023 and December 31, 2022, the Company was in compliance with all covenants related to the vehicle floorplan facilities.
Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Outstanding borrowings			$ 147,400		$ 277,000
Interest expense			$ 5,400	$ 7,000
Weighted average interest rate			9.50%		9.25%
Vehicle Floorplan Facility \| Credit Balance Agreements
Line Of Credit Facility [Line Items]
Interest credits earned			$ 3,500	$ 3,900
Vehicle Floorplan Facility \| Cash Deposits
Line Of Credit Facility [Line Items]
Restricted cash			$ 22,100		$ 34,600
Ally Bank and Ally Financial \| Line Of Credit \| 2022 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 500,000
Line of credit facility, description			the Company may elect to increase its monthly credit line availability by an additional $25.0 million during any four months in the period from November 1, 2022 through March 31, 2024, subject to the maximum $500.0 million credit limit. The 2022 Vehicle Floorplan Facility will allow for more flexibility in the Company's borrowing capacity. Consistent with the terms of the 2020 Vehicle Floorplan Facility, the Company and Vroom Automotive, LLC have provided Ally with a guaranty of payment of all amounts owed under the 2022 Vehicle Floorplan Facility as well as a security interest in all or substantially all tangible, intangible, and other personal property of Vroom, Inc., to secure obligations under the 2022 Vehicle Floorplan Facility.
Line of credit facility, current borrowing capacity			$ 214,700		343,900
Line of credit facility, unutilized borrowing capacity			$ 67,300		$ 66,900
Debt instrument, covenant description			The 2022 Vehicle Floorplan Facility bears interest at a rate equal to the Prime Rate, announced per annum by Ally Bank, plus 175 basis points. Additionally, the Company is subject to amended covenants and events of default. The Company is required to maintain a certain level of equity in the vehicles that are financed, to maintain at least 20.0% of the credit line in cash and cash equivalents, and to maintain a minimum required balance with Ally of at least 12.5% of the daily floorplan principal balance outstanding through December 31, 2022 and 15.0% effective January 1, 2023. The Company was required to pay a commitment fee upon execution of the 2022 Vehicle Floorplan Facility.
Maturity Date		Mar. 31, 2024
Additional availability line of credit facility any four months during the maturity period		$ 25,000
Debt instrument covenant to maintain principal balance outstanding	15.00%
Ally Bank and Ally Financial \| Line Of Credit \| 2022 Vehicle Floorplan Facility \| Prime Rate
Line Of Credit Facility [Line Items]
Basis points		175.00%
Ally Bank and Ally Financial \| Line Of Credit \| 2022 Vehicle Floorplan Facility \| Prime Rate \| Minimum
Line Of Credit Facility [Line Items]
Debt instrument covenant to maintain minimum percentage of credit line in cash and cash equivalents		20.00%
Debt instrument covenant to maintain principal balance outstanding		12.50%

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2022.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2023 and its results of operations for the three months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation.

Principles of Consolidation

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

Use of Estimates

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

Comprehensive Loss

The Company did not have any other comprehensive income or loss for the three months ended March 31, 2023 and 2022. Accordingly, net loss and comprehensive loss are the same for the periods presented.

Restricted Cash

Restricted cash includes cash deposits required under the Company’s 2022 Vehicle Floorplan Facility as explained in Note 10 – Vehicle Floorplan Facility. Additionally, restricted cash includes UACC restricted cash. UACC collects and services receivables under the securitization transactions and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. Refer to Note 11 — Warehouse Credit Facilities of Consolidated VIEs and Note 12 — Long Term Debt for further detail.

Finance Receivables

Finance receivables consist of installment contracts the Company originates through UACC to finance the vehicles it sells, as well as installment contracts acquired by UACC from its existing network of third-party dealership customers.

The Company's finance receivables are generally secured by the vehicles being financed.

Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received. Finance receivables may be restored to accrual status when a customer settles all delinquency balances and future interest and principal payments are reasonably assured.

Finance Receivables Held for Sale, Net

Finance receivables that the Company intends to sell and not hold to maturity are classified as held-for-sale. The Company intends to sell finance receivables either through securitization transactions or forward flow arrangements. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts or premiums are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale and recorded in “Finance Revenue” and "Product, net" in the condensed consolidated statements of operations. Refer to Note 3 – Revenue Recognition.

The Company records a valuation allowance to report finance receivables at the lower of amortized cost basis or fair value. To determine the valuation allowance, finance receivables are evaluated collectively as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, significant

adjustments to the Company's valuation allowance may be needed. Fair value adjustments are recorded in "Other loss, net" in the condensed consolidated statements of operations. Principal balances of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of March 31, 2023 and December 31, 2022, the valuation allowance for finance receivables classified as held for sale was $7.6 million and $10.5 million, respectively. Refer to Note 16 – Financial Instruments and Fair Value Measurements.

Finance Receivables at Fair Value

Finance receivables at fair value represent finance receivables that the Company does not intend to sell in the immediate future and for which the fair value option was elected. From time to time, the Company accounts for certain other finance receivables under the fair value designation. Fair value adjustments are recorded in "Other loss, net" in the condensed consolidated statements of operations. Refer to Note 16 – Financial Instruments and Fair Value Measurements.

Consolidated CFEs

The Company elected the fair value option upon consolidation of the assets and liabilities of its VIEs related to the 2021-1, 2022-2, and 2023-1 securitization transactions. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative in accordance with ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). During the three months ended March 31, 2023 and 2022, the Company recognized the following in the condensed consolidated statements of operations associated with these CFEs:


	Three Months Ended March 31,
	2023			2022
Finance revenue	$	14,919		$	10,884
Product revenue	$	2,331		$	—
Finance cost of sales	$	(3,499	)	$	(845	)
Product cost of sales	$	(898	)	$	—
Other loss, net	$	(8,675	)	$	(12,008	)

The assets and liabilities of the CFEs are presented as part of the current and noncurrent “Finance receivables at fair value”, “Current portion of securitization debt of consolidated VIEs at fair value”, and "Long term debt, net of current portion", respectively, on the condensed consolidated balance sheets. Refer to Note 4 – Variable Interest Entities and Securitizations and Note 16 – Financial Instruments and Fair Value Measurements for further details.

Business Combinations

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

Advertising

Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations. Advertising expenses were $11.5 million and $33.7 million for the three months ended March 31, 2023 and 2022, 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 condensed consolidated statements of operations and were $2.1 million and $26.7 million for the three months ended March 31, 2023 and 2022, 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 three months ended March 31, 2023 and 2022, 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 March 31, 2023 and December 31, 2022.

Liquidity

The Company has had negative cash flows and generated losses from operations since inception and has historically had to rely on debt and equity financing to fund its operations. Further, the Company expects to incur additional losses in the future.

On May 5, 2022, the Company approved the long-term roadmap, which was designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity. On January 18, 2023, the Company executed a reduction in force as part of the continued focus on reducing variable and fixed costs. Refer to Note 17 – Restructuring Activities for further discussion. On April 26, 2023, the Company executed another reduction in force. Refer to Note 21 – Subsequent Events for further discussion.

As of March 31, 2023, the Company had cash and cash equivalents of $316.7 million and restricted cash of $72.0 million. The primary source of liquidity is cash generated through financing activities.

In June 2021, the Company issued $625.0 million aggregate principal amount of 0.75% unsecured Convertible Senior Notes due 2026. For the three months ended March 31, 2023, the Company repurchased $14.6 million in aggregate principal amount of the Notes (as defined in Note 12), net of deferred issuance costs of $0.3 million, for $5.9 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $8.7 million for the three months ended March 31, 2023. As of March 31, 2023, $345.1 million aggregate principal amount of the Notes remain outstanding, net of deferred issuance costs of $5.8 million. Refer to Note 12 – Long Term Debt for further discussion.

The Company has a 2022 Vehicle Floorplan Facility (as defined in Note 10) with a borrowing capacity of $214.7 million as of March 31, 2023, of which $67.3 million was unutilized. The 2022 Vehicle Floorplan Facility provides a committed credit line of up to $500.0 million which is scheduled to mature on March 31, 2024. Refer to Note 10 – Vehicle Floorplan Facility for further discussion.

In January 2023, UACC sold approximately $238.7 million of rated asset-backed securities in auto loan securitization transaction from a securitization trust, established and sponsored by UACC for proceeds of $237.8 million. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion.

UACC has four warehouse credit facilities with an aggregate borrowing limit of $850.0 million as of March 31, 2023. As of March 31, 2023, outstanding borrowings related to the Warehouse Credit Facilities were $124.2 million and excess borrowing capacity was $57.9 million. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further discussion.

The Company anticipates that the existing cash and cash equivalents, the 2022 Vehicle Floorplan Facility and UACC credit facilities will be sufficient to support its operations for at least the next twelve months from the date of issuance of the condensed consolidated financial statements.

Accounting Standards 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 Company adopted the guidance on January 1, 2023, which did not have a material impact on the Company's condensed consolidated financial statements and related disclosures.

Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Feb. 01, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 0	$ 0		$ 158,817,000
UACC
Business Acquisition [Line Items]
Cash and cash equivalents			$ 5,294,000
Restricted cash			42,631,000
Finance receivables at fair value			296,927,000
Finance receivables, held for sale			263,393,000
Intangible Assets			156,000,000
Goodwill			42,886,000
Other assets			25,934,000
Total assets acquired			833,065,000
Warehouse credit facilities			(178,067,000)
Long term debt			(285,704,000)
Deferred tax liability			(23,855,000)
Other liabilities			(30,026,000)
Total liabilities assumed			(517,652,000)
Net assets acquired			$ 315,413,000

Financial Instruments and Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	182,853	$	—	$	—	$	182,853
CFE assets:
Finance receivables		—		—		492,143		492,143
Finance receivables at fair value		—		—		44,127		44,127
Beneficial interests in securitizations		—		7,976		—		7,976
Total financial assets	$	182,853	$	7,976	$	536,270	$	727,099
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		460,944		—		460,944
Total financial liabilities	$	—	$	460,944	$	—	$	460,944

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	182,687	$	—	$	—	$	182,687
CFE assets:
Finance receivables		—		—		77,904		77,904
Finance receivables at fair value		—		—		75,270		75,270
Beneficial interests in securitizations		—		20,592		—		20,592
Total financial assets	$	182,687	$	20,592	$	153,174	$	356,453
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		79,829		—		79,829
Total financial liabilities	$	—	$	79,829	$	—	$	79,829

Schedule of Reconciliation of Financial Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs

The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands):


	Finance Receivables of Consolidated CFEs			Finance Receivables at Fair Value
Fair value as of January 1, 2023	$	77,904		$	75,270
Reclassification of finance receivables held for sale to finance receivables at fair value, net		248,081			—
Transfer within Level 3 categories		26,128			(26,128	)
Consolidation of VIEs		180,706			—
Losses included in other income		(12,624	)		(10	)
Issuances, net of discount		—			3,392
Paydowns		(32,787	)		(9,062	)
Other		4,735			665
Fair value as of March 31, 2023	$	492,143		$	44,127


	Finance Receivables of Consolidated CFEs			Finance Receivables at Fair Value			Securitization Debt of Consolidated CFEs
Fair value as of January 1, 2022	$	—		$	—		$	—
Acquired in business combination		262,644			34,283			275,394
Transfer out of Level 3		—			—			(275,394	)
Transfer within Level 3 categories		(10,019	)		10,019			—
Losses included in other income		(15,807	)		(1,730	)		—
Sales		(24,312	)		—			—
Paydowns		(26,070	)		(7,500	)		—
Other		3,033			882			—
Fair value as of March 31, 2022	$	189,469		$	35,954		$	—

Summary of Gains or Losses Recorded Related to Eligible Financial Instruments

The following table presents the gains or losses recorded in "Other loss, net" in the condensed consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands):


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Financial Assets
Finance receivables of CFEs	$	9,896		$	14,371
Finance receivables at fair value		(1,412	)		(613	)
Beneficial interests in securitizations		661			156
Financial Liabilities
Debt of securitized VIEs		(1,222	)		(2,364	)
Total net loss included in other income	$	7,923		$	11,550

Summary of Other Relevant Data Related to Finance Receivables Carried at Fair Value

The following table presents other relevant data related to the finance receivables carried at fair value (in thousands):


As of March 31, 2023	Finance Receivables of CFEs at Fair Value		Finance Receivables at Fair Value
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	$	562,060	$	51,659
Aggregate fair value of finance receivables that are reported at fair value	$	492,143	$	44,127
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due)	$	13,114	$	697
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	12,398	$	513


As of December 31, 2022	Finance Receivables of CFEs at Fair Value		Finance Receivables at Fair Value
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	$	84,477	$	89,068
Aggregate fair value of finance receivables that are reported at fair value	$	77,904	$	75,270
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due)	$	1,097	$	1,499
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	985	$	1,311

Summary of Other Relevant Data Related to Debt of Securitized VIEs Carried at Fair Value

The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands):


As of March 31, 2023	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	460,523
Aggregate fair value of rated notes of securitized VIEs	$	454,691
Aggregate fair value of residual of securitized VIEs	$	6,253


As of December 31, 2022	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	82,556
Aggregate fair value of rated notes of securitized VIEs	$	79,829

Summary of Fair Value of Financial Instruments Not Carried at Fair Value

The carrying value and fair value of the finance receivables held for sale, net were as follows (in thousands):


	March 31,		December 31,
	2023		2022
Carrying value	$	177,194	$	299,235
Fair value	$	178,363	$	299,925

The fair value of the Notes, which are not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy.


	March 31,		December 31,
	2023		2022
Carrying value	$	345,147	$	359,254
Fair value	$	133,366	$	128,026

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Accrued marketing expenses	$ 4,303	$ 2,093
Vehicle related expenses	12,877	14,789
Sales taxes	5,693	5,983
Accrued compensation and benefits	14,912	28,276
Accrued professional services	2,725	3,488
Accrued legal settlements	4,979	7,383
Interest payable	5,168	3,990
Other	7,835	10,793
Total accrued expenses	$ 58,492	$ 76,795

Financial Instruments and Fair Value Measurements - Schedule of Reconciliation of Financial Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Finance Receivables of Consolidated CFEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net realized and unrealized gains (losses) included in income	$ 9,896	$ 14,371
Finance Receivables of Consolidated CFEs \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Beginning Balance	77,904
Reclassification of finance receivables held for sale to finance receivables at fair value, net	248,081
Acquired in business combination		262,644
Transfer within Level 3 categories	26,128	(10,019)
Consolidation of VIEs	180,706
Net realized and unrealized gains (losses) included in income	(12,624)	(15,807)
Sales		(24,312)
Paydowns	(32,787)	(26,070)
Other	4,735	3,033
Fair Value, Ending Balance	492,143	189,469
Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net realized and unrealized gains (losses) included in income	(1,412)	(613)
Finance Receivables at Fair Value \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Beginning Balance	75,270
Acquired in business combination		34,283
Transfer within Level 3 categories	(26,128)	10,019
Net realized and unrealized gains (losses) included in income	(10)	(1,730)
Issuances, net of discount	3,392
Paydowns	(9,062)	(7,500)
Other	665	882
Fair Value, Ending Balance	$ 44,127	35,954
Securitization Debt of Consolidated CFEs \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Acquired in business combination		275,394
Transfer out of Level 3		$ (275,394)

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

8. Goodwill and Intangible Assets

Goodwill

The following table summarizes the activity in the carrying value of goodwill by reporting unit for the three months ended March 31, 2022 (in thousands):


	Ecommerce			Wholesale			TDA			Total
Balance as of December 31, 2021	$	152,876		$	1,720		$	4,221		$	158,817
Acquisition		42,886			—			—			42,886
Goodwill impairment charge		(195,762	)		(1,720	)		(4,221	)		(201,703	)
Balance as of March 31, 2022	$	—		$	—		$	—		$	—

There was no goodwill as of March 31, 2023.

As of March 31, 2022, a quantitative interim goodwill impairment assessment was performed over the Company's reporting units due to further sustained declines in the Company's and comparable companies' stock prices during the three months ended March 31, 2022.

The Company estimated the fair value of the Ecommerce, Wholesale, and TDA reporting units using the discounted cash flow method under the income approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple which requires significant assumptions regarding the selection of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the automotive and ecommerce industries, recent performance, expectations of future performance and other assumptions the Company believe to be reasonable.

The Company determined that the estimated fair value of the Ecommerce, Wholesale, and TDA reporting units was less than their carrying amounts. The Company recorded a goodwill impairment charge of $201.7 million in the condensed consolidated statements of operations for the three months ended March 31, 2022.

Refer to Note 5 – Acquisitions for more information related to the acquisition that occurred in the three months ended March 31, 2022.

Intangible Assets

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


	March 31, 2023							December 31, 2022
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed and purchased technology	$	108,700	$	(25,302	)	$	83,398	$	108,700	$	(21,053	)	$	87,647
Customer relationships		69,400		(10,830	)		58,570		69,400		(8,661	)		60,739
Trademarks and trade names		12,200		(2,013	)		10,187		12,200		(1,676	)		10,524
Total intangible assets	$	190,300	$	(38,145	)	$	152,155	$	190,300	$	(31,390	)	$	158,910

Refer to Note 5 – Acquisitions for more information related to the acquisitions that occurred in the three months ended March 31, 2022.

Amortization expense for intangible assets was $6.8 million and $5.0 million for the three months ended March 31, 2023 and 2022, respectively.

The estimated amortization expense for intangible assets subsequent to March 31, 2023, consists of the following (in thousands):


Year Ending December 31:
For remainder of 2023	$	20,267
2024		27,022
2025		27,022
2026		21,979
2027		21,882
Thereafter		33,983
	$	152,155

Goodwill and Intangible Assets - Summary of Activity in Carrying Value of Goodwill by Reporting Unit (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 158,817
Acquisition	42,886
Goodwill impairment charge	(201,703)
Ending Balance	0
Ecommerce
Goodwill [Line Items]
Beginning Balance	152,876
Acquisition	42,886
Goodwill impairment charge	(195,762)
Ending Balance	0
Wholesale
Goodwill [Line Items]
Beginning Balance	1,720
Acquisition	0
Goodwill impairment charge	(1,720)
Ending Balance	0
TDA
Goodwill [Line Items]
Beginning Balance	4,221
Acquisition	0
Goodwill impairment charge	(4,221)
Ending Balance	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued Liabilities and Other Liabilities [Abstract]
Vehicle payable	$ 3,849	$ 3,617
Reserve for estimated returns	3,565	3,919
Insurance payable	1,825	4,551
State income tax payable	4,543	4,041
Other	1,469	1,565
Total other current liabilities	$ 15,251	$ 17,693

Restructuring Activities

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring Activities

17. Restructuring Activities

On May 5, 2022, the Company approved the Realignment Plan, which was designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity.

In connection with the Realignment Plan, the Company reduced headcount across the organization and closed its New York City, Detroit, and one of its Houston office locations as well as several Sell Us Your Car® center facilities. Additionally, the Company streamlined TDA's operations and closed its service center. The service center was repurposed to replace the reconditioning facility in Stafford, Texas, which was also closed. The Company also restructured its network of logistics hubs in order to align with reduced unit volume and its regional operating model.

The restructuring activities associated with the Realignment Plan were substantially completed during 2022.

On January 18, 2023, the Company executed a reduction in force as part of the continued focus on reducing variable and fixed costs. The Company reduced Vroom’s headcount by approximately 275 employees based on the assessment of the Company's business needs, key initiatives, and long-term success and profitable growth. For the three months ended March 31, 2023, the Company incurred expenses of approximately $4.1 million, primarily consisting of severance.

The following table summarizes the components of the restructuring and related charges:


	Three months ended March 31,
	2023		Total Charges Incurred to Date
Charges by activity:
Severance and termination benefits (1)	$	4,104	$	11,462
Impairment of operating lease right-of-use assets (2)		—	$	6,491
Other costs (3)		—	$	1,176
Total restructuring and related charges	$	4,104	$	19,129

(1) Severance and termination costs consist of severance costs provided to employees who have been terminated as well outplacement costs and COBRA benefits.

(2) Impairment of operating lease right-of-use assets consist of costs associated with planned facility closures of $8.6 million, net of applicable sublease income of $2.1 million, related to the total restructuring charges incurred to date, that will continue to be incurred under the contract for its remaining term without economic benefit to the Company.

(3) Other costs incurred to date consist of legal expenses of $0.6 million incurred in connection with the Realignment Plan and acceleration of depreciation of property and equipment of $0.6 million related to the planned facility closures.

Severance and termination benefits and other costs are included in "Selling, general, and administrative expenses" in the condensed consolidated statements of operations for the three months ended March 31, 2023.

The following table is a reconciliation of the beginning and ending restructuring liability for three months ended March 31, 2023:


Balance as of December 31, 2022	$	810
Accrual and accrual adjustments		4,104
Cash payments		(3,576	)
Balance as of March 31, 2023	$	1,338

The restructuring liability for severance and termination benefits is reflected in "Accrued Expenses" in the condensed consolidated balance sheet as of March 31, 2023 and December 31, 2022. On April 26, 2023, the Company executed another reduction in force. Refer to Note 21 – Subsequent Events for further discussion.

Restructuring Activities - Additional Information (Details) $ in Millions	Jan. 18, 2023 Position	Mar. 31, 2023 USD ($)
Restructuring and Related Activities [Abstract]
Number of reduction position \| Position	275
Expected cost \| $		$ 4.1

Financial Instruments and Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

16. 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 Company holds certain financial assets that are required to be measured at fair value on a recurring basis. Additionally, the Company elected the fair value option for the financial assets and liabilities of UACC’s consolidated CFEs, beneficial interests in the 2022-1 securitization transaction, certain of UACC’s finance receivables that are ineligible to be sold as of the acquisition date, and certain other finance receivables. Under the fair value option allowable under ASC 825, “Financial Instruments” (“ASC 825”), the Company may elect to measure at fair value financial assets and liabilities that are not otherwise required to be carried at fair value. Subsequent changes in fair value for designated items are reported in earnings.

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


	As of March 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	182,853	$	—	$	—	$	182,853
CFE assets:
Finance receivables		—		—		492,143		492,143
Finance receivables at fair value		—		—		44,127		44,127
Beneficial interests in securitizations		—		7,976		—		7,976
Total financial assets	$	182,853	$	7,976	$	536,270	$	727,099
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		460,944		—		460,944
Total financial liabilities	$	—	$	460,944	$	—	$	460,944

	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	182,687	$	—	$	—	$	182,687
CFE assets:
Finance receivables		—		—		77,904		77,904
Finance receivables at fair value		—		—		75,270		75,270
Beneficial interests in securitizations		—		20,592		—		20,592
Total financial assets	$	182,687	$	20,592	$	153,174	$	356,453
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		79,829		—		79,829
Total financial liabilities	$	—	$	79,829	$	—	$	79,829

Valuation Methodologies of Financial Instruments Measured at Fair Value on a Recurring Basis

The following is a description of the valuation methodologies used for financial instruments carried at fair value. These methodologies are applied to financial assets and liabilities across the fair value levels discussed above, and it is the observability of the inputs used that determines the appropriate level in the fair value hierarchy for the respective asset or liability.

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.

Financial assets and liabilities of CFEs: The Company elected the fair value option for the assets and liabilities of its consolidated VIEs related to securitization transactions that were deemed to be CFEs.

In accordance with ASC 825, the Company has elected the fair value option, for the eligible financial assets and liabilities of the 2021-1, 2022-2, and 2023-1 consolidated CFEs in order to mitigate potential accounting mismatches between the carrying value of the financial assets and liabilities. To eliminate potential measurement differences, the Company elected the measurement alternative included in ASU 2014-13, allowing the Company to measure both the financial assets and liabilities of a qualifying CFE using the fair value of either the CFE’s financial assets or liabilities, whichever is more observable. Under the measurement alternative prescribed by ASU 2014-13, the Company recognizes

changes in the CFE’s net assets, including changes in fair value adjustments and net interest earned, in its condensed consolidated statements of operations.

The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the eligible CFEs are more observable, but in either case, the methodology results in the fair value of the financial assets of the securitization trust being equal to the fair value of their liabilities The Company determined that the fair value of the liabilities of the securitization CFEs are more observable, since market prices of their liabilities are based on non-binding quoted prices provided by broker dealers who make markets in similar financial instruments. The assets of the securitization CFEs are not readily marketable, and their fair value measurement requires information that may be limited in availability.

In determining the fair value of the securitization debt of consolidated CFEs, the broker dealers consider contractual cash payments and yields expected by market participants. Broker dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including ratings, coupon, collateral type and seasoning or age of the security. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, an internal model is utilized using unobservable inputs or if the Company has multiple quotes that are not within determined range, it classified the securitization debt as Level 3 of the fair value hierarchy.

The financial assets of the consolidated CFEs are an aggregate value derived from the fair value of the CFEs liabilities. The Company determined that CFEs finance receivables in their entirety should be classified as Level 3 of the fair value hierarchy.

Finance receivables at fair value: Finance receivables at fair value represent finance receivables for which the Company elected the fair value option in accordance with ASC 825. These receivables primarily relate to finance receivables that the Company does not intend to sell in the immediate future due to various factors such as: delinquencies, bankruptcy, etc. The Company estimates the fair value of these receivables using a discounted cash flow model and incorporates key inputs that include performance rate, default rate, recovery rate, and weighted average coupon rates, as well as certain macroeconomics events the Company believes market participants would consider relevant.

Beneficial interests in securitization: Beneficial interests in securitization relate to the 2022-1 securitization completed in February 2022 and include rated notes as well as certificates. The beneficial interests in the 2022-2 securitization completed in July 2022 was eliminated upon consolidation of the VIE during the three months ended March 31, 2023. Refer to Note 4 – Variable Interest Entities and Securitizations. The Company elected the fair value option on its beneficial interests in securitization.

Beneficial interests may initially be classified as Level 2 if the transactions occur within close proximity to the end of each respective reporting period. Subsequently, similar to the securitization debt described above, fair value is determined by requesting a non-binding quote from broker dealers, or by utilizing market acceptable valuation models, such as discounted cash flows. Broker dealer quotes may be based on an income approach, which converts expected future cash flows to a single present value amount, with specific consideration of inputs relevant to particular security types. Such inputs may include ratings, collateral types, geographic concentrations, underlying loan vintages, delinquencies and defaults, loss severity assumptions, prepayments, and weighted average coupons and maturities. When the volume or level of market activity for a security is limited, certain inputs used to determine fair value may not be observable in the market. Broker dealer quotes may also be based on a market approach that considers recent transactions involving identical or similar securities. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, the Company utilizes an internally developed model using unobservable inputs. If internally developed models are utilized or if the Company has multiple quotes that are not within a consensus range of each other, the Company deems these securities to be classified as Level 3 of the fair value hierarchy.

Changes in Level 3 Recurring Fair Value Measurements

The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands):


	Finance Receivables of Consolidated CFEs			Finance Receivables at Fair Value
Fair value as of January 1, 2023	$	77,904		$	75,270
Reclassification of finance receivables held for sale to finance receivables at fair value, net		248,081			—
Transfer within Level 3 categories		26,128			(26,128	)
Consolidation of VIEs		180,706			—
Losses included in other income		(12,624	)		(10	)
Issuances, net of discount		—			3,392
Paydowns		(32,787	)		(9,062	)
Other		4,735			665
Fair value as of March 31, 2023	$	492,143		$	44,127


	Finance Receivables of Consolidated CFEs			Finance Receivables at Fair Value			Securitization Debt of Consolidated CFEs
Fair value as of January 1, 2022	$	—		$	—		$	—
Acquired in business combination		262,644			34,283			275,394
Transfer out of Level 3		—			—			(275,394	)
Transfer within Level 3 categories		(10,019	)		10,019			—
Losses included in other income		(15,807	)		(1,730	)		—
Sales		(24,312	)		—			—
Paydowns		(26,070	)		(7,500	)		—
Other		3,033			882			—
Fair value as of March 31, 2022	$	189,469		$	35,954		$	—

During the three months ended March 31, 2023, $180.7 million of finance receivables related to the 2022-2 securitization transaction were consolidated and classified as Level 3 and $248.1 million of finance receivables held for sale related to the 2023-1 securitization transaction were reclassified to Level 3 finance receivables of consolidated CFEs.

The Company's transfers between levels of the fair value hierarchy are assumed to have occurred at the beginning of the reporting period on a quarterly basis, except for assets and liabilities acquired during the prior period as described below.

During the three months ended March 31, 2023, transfers out of Level 3 liabilities related to securitization debt of consolidated CFEs. The transfer out of Level 3 was the result of achieving consensus pricing from third-party broker dealers who utilize market observable inputs to price the liabilities. Upon acquisition, the Company utilized unobservable pricing information and an internal discounted cash flows model to value the CFEs liabilities. The Company obtained consensus broker dealers quotes as of March 31, 2023. For the CFEs liabilities acquired during the period, the transfer was presumed to occur immediately after the Acquisition Date.

Other Relevant Data for Financial Assets and Liabilities for which FVO Was Elected


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Financial Assets
Finance receivables of CFEs	$	9,896		$	14,371
Finance receivables at fair value		(1,412	)		(613	)
Beneficial interests in securitizations		661			156
Financial Liabilities
Debt of securitized VIEs		(1,222	)		(2,364	)
Total net loss included in other income	$	7,923		$	11,550

The following table presents other relevant data related to the finance receivables carried at fair value (in thousands):


As of March 31, 2023	Finance Receivables of CFEs at Fair Value		Finance Receivables at Fair Value
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	$	562,060	$	51,659
Aggregate fair value of finance receivables that are reported at fair value	$	492,143	$	44,127
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due)	$	13,114	$	697
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	12,398	$	513


As of December 31, 2022	Finance Receivables of CFEs at Fair Value		Finance Receivables at Fair Value
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	$	84,477	$	89,068
Aggregate fair value of finance receivables that are reported at fair value	$	77,904	$	75,270
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due)	$	1,097	$	1,499
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	985	$	1,311

All finance receivables of CFEs are pledged to the CFEs trusts.

The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands):


As of March 31, 2023	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	460,523
Aggregate fair value of rated notes of securitized VIEs	$	454,691
Aggregate fair value of residual of securitized VIEs	$	6,253


As of December 31, 2022	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	82,556
Aggregate fair value of rated notes of securitized VIEs	$	79,829

Fair Value of Financial Instruments Not Carried at Fair Value

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 2022 Vehicle Floorplan Facility and the Warehouse Credit Facilities 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.

Finance receivables held for sale, net: For finance receivables eligible to be sold, the Company determines the fair value of finance receivables utilizing sales prices based on estimated securitization transactions, adjusted for transformation costs, risk and a normal profit margin associated with securitization transactions. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. The carrying value and fair value of the finance receivables held for sale, net were as follows (in thousands):


	March 31,		December 31,
	2023		2022
Carrying value	$	177,194	$	299,235
Fair value	$	178,363	$	299,925

Convertible Senior Notes: The fair value of the Notes, which are not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy.


	March 31,		December 31,
	2023		2022
Carrying value	$	345,147	$	359,254
Fair value	$	133,366	$	128,026

Junior Subordinated Debentures: The fair value of the junior subordinated debentures, which are not carried at fair value on the accompanying condensed consolidated balance sheets, approximated their carrying value as of March 31, 2023 and December 31, 2022 and are classified within Level 3 of the fair value hierarchy.

Fair Value of Financial Instruments on a Nonrecurring Basis

Assets and liabilities acquired as part of a business combination and goodwill attributable to each of the Company's reporting units are recorded at fair value on a nonrecurring basis. Refer to Note 5 – Acquisitions and Note 8 – Goodwill and Intangible Assets for additional information.

From time to time the Company may mark certain receivables classified as held for sale to fair value and classified as financial instruments recorded at fair value on a non-recurring basis. As of March 31, 2023 and December 31, 2022, there were $9.6 million and $22.4 million of finance receivables that were marked to fair value on a non-recurring basis, respectively. These are finance receivables that became delinquent and no longer meet the expected sales criteria. The Company uses a discounted cash flow model to estimate the present value of future recoveries for finance receivables. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy.

- 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 (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Summary of Reportable Segments

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


	Three Months Ended March 31, 2023
	Ecommerce		Wholesale			Retail Financing		All Other		Total
Revenues from external customers	$	135,633	$	13,895		$	31,988	$	14,951	$	196,467
Gross profit	$	10,035	$	62		$	25,774	$	2,934	$	38,805

	Three Months Ended March 31, 2022
	Ecommerce		Wholesale			Retail Financing		All Other(1)		Total
Revenues from external customers	$	675,364	$	139,984		$	47,687	$	60,740	$	923,775
Gross profit	$	34,320	$	(2,753	)	$	44,963	$	5,110	$	81,640

(1)

The Company reclassified TDA revenue and TDA gross profit from the TDA reportable segment to the “All Other” category to conform to current year presentation.

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

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


	Three Months Ended March 31,
	2023			2022
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	181,516		$	863,035
All Other revenues		14,951			60,740
Consolidated total revenue	$	196,467		$	923,775
Reconciliation to consolidated loss before (benefit) provision for income taxes
Total reportable segment gross profit	$	35,871		$	76,530
All Other gross profit		2,934			5,110
Selling, general and administrative expenses		96,537			187,994
Depreciation and amortization		10,531			7,856
Impairment charges		—			201,703
Gain on debt extinguishment		(8,709	)		—
Interest expense		9,919			9,380
Interest Income		(5,942	)		(3,952	)
Other loss, net		11,240			12,358
Consolidated loss before provision (benefit) for income taxes	$	(74,771	)	$	(333,699	)

Inventory - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 16.9	$ 24.2

Vehicle Floorplan Facility

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Vehicle Floorplan Facility

10. Vehicle Floorplan Facility

In November 2022, the Company amended its floorplan facility with Ally Bank and Ally Financial (the “2022 Vehicle Floorplan Facility”). The 2022 Vehicle Floorplan Facility provides a committed credit line of up to $500.0 million which is scheduled to mature on March 31, 2024.

The amount of credit available to the Company on a monthly basis to the product of (1) the greater of five times the aggregate number of retail units sold during the most recent month for which information is available or the aggregate number of retail units sold during the five most recent months for which information is available and (2) the greater of the average outstanding floorplan balance of all vehicles on the floorplan as of the immediately preceding month-end or the average monthly outstanding floorplan balance of all vehicles on the floorplan as of month-end for the immediately preceding five months. As of March 31, 2023, the borrowing capacity of the 2022 Vehicle Floorplan Facility was $214.7 million, of which $67.3 million was unutilized. As of December 31, 2022, the borrowing capacity of the 2022 Vehicle Floorplan Facility was $343.9 million, of which $66.9 million was unutilized.

Additionally, the Company may elect to increase its monthly credit line availability by an additional $25.0 million during any four months in the period from November 1, 2022 through March 31, 2024, subject to the maximum $500.0 million credit limit. The 2022 Vehicle Floorplan Facility will allow for more flexibility in the Company's borrowing capacity. Consistent with the terms of the 2020 Vehicle Floorplan Facility, the Company and Vroom Automotive, LLC have provided Ally with a guaranty of payment of all amounts owed under the 2022 Vehicle Floorplan Facility as well as a security interest in all or substantially all tangible, intangible, and other personal property of Vroom, Inc., to secure obligations under the 2022 Vehicle Floorplan Facility.

The 2022 Vehicle Floorplan Facility bears interest at a rate equal to the Prime Rate, announced per annum by Ally Bank, plus 175 basis points. Additionally, the Company is subject to amended covenants and events of default. The Company is required to maintain a certain level of equity in the vehicles that are financed, to maintain at least 20.0% of the credit line in cash and cash equivalents, and to maintain a minimum required balance with Ally of at least 12.5% of the daily floorplan principal balance outstanding through December 31, 2022 and 15.0% effective January 1, 2023. The Company was required to pay a commitment fee upon execution of the 2022 Vehicle Floorplan Facility.

As of March 31, 2023 and December 31, 2022, outstanding borrowings on the vehicle floorplan facilities were $147.4 million and $277.0 million, respectively. Cash deposits required under the vehicle floorplan facilities of $22.1 million and $34.6 million are classified as "Restricted cash" within the condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022, respectively.

Interest expense incurred by the Company for the vehicle floorplan facilities was $5.4 million and $7.0 million for the three months ended March 31, 2023 and 2022, respectively, which are recorded within “Interest expense” in the condensed consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 9.50% and 9.25% as of March 31, 2023 and December 31, 2022, respectively.

As of March 31, 2023 and December 31, 2022, 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 $3.5 million and $3.9 million for the three months ended March 31, 2023 and 2022, respectively, which are recorded within “Interest income” in the condensed 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 https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://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
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-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

9. Accrued Expenses and Other Current Liabilities

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


	March 31,		December 31,
	2023		2022
Accrued marketing expenses	$	4,303	$	2,093
Vehicle related expenses		12,877		14,789
Sales taxes		5,693		5,983
Accrued compensation and benefits		14,912		28,276
Accrued professional services		2,725		3,488
Accrued legal settlements(1)		4,979		7,383
Interest payable		5,168		3,990
Other		7,835		10,793
Total accrued expenses	$	58,492	$	76,795

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


	March 31,		December 31,
	2023		2022
Vehicle payable	$	3,849	$	3,617
Reserve for estimated returns		3,565		3,919
Insurance payable		1,825		4,551
State income tax payable		4,543		4,041
Other		1,469		1,565
Total other current liabilities	$	15,251	$	17,693

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Statement of Cash Flows [Abstract]
Cash acquired from acquisition	$ 47.9

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Company Recognized in Condensed Consolidated Statements of Operations Associated with CEFs

During the three months ended March 31, 2023 and 2022, the Company recognized the following in the condensed consolidated statements of operations associated with these CFEs:


	Three Months Ended March 31,
	2023			2022
Finance revenue	$	14,919		$	10,884
Product revenue	$	2,331		$	—
Finance cost of sales	$	(3,499	)	$	(845	)
Product cost of sales	$	(898	)	$	—
Other loss, net	$	(8,675	)	$	(12,008	)

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 0	$ 0	$ 158,817,000
Impairment charges		201,703,000
Amortization expense for intangible assets	$ 6,800,000	$ 5,000,000.0

- Definition

+ References + Details

Inventory (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Vehicles	$	210,008	$	317,994
Parts and accessories		2,974		2,654
Total inventory	$	212,982	$	320,648

Warehouse Credit Facilities of Consolidated VIEs - Additional Information (Details) - Warehouse Credit Facility - USD ($) $ in Millions	Mar. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 57.9	$ 105.8
Weighted average interest rate	6.70%	6.19%

Warehouse Credit Facilities of Consolidated VIEs - Schedule of Terms of the Warehouse Credit Facilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Restricted cash (in thousands)	$ 71,994	$ 73,095
Facility One
Line of Credit Facility [Line Items]
Execution date	May 30, 2012
Maturity date	Jul. 20, 2024
Aggregate borrowings limit (in thousands)	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	98,314	143,919
Outstanding balance (in thousands)	61,400	110,602
Restricted cash (in thousands)	$ 4,220	8,110
Facility Two
Line of Credit Facility [Line Items]
Execution date	Nov. 19, 2013
Maturity date	Sep. 27, 2024
Aggregate borrowings limit (in thousands)	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	24,472	142,503
Outstanding balance (in thousands)	20,600	19,615
Restricted cash (in thousands)	$ 1,540	2,007
Facility Three
Line of Credit Facility [Line Items]
Execution date	Jul. 11, 2019
Maturity date	May 24, 2024
Aggregate borrowings limit (in thousands)	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	69,069	126,636
Outstanding balance (in thousands)	44,200	101,435
Restricted cash (in thousands)	$ 3,325	$ 5,537
Facility Four
Line of Credit Facility [Line Items]
Execution date	Nov. 18, 2022
Maturity date	Dec. 12, 2024
Aggregate borrowings limit (in thousands)	$ 250,000

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

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 three months ended March 31, 2022 (in thousands):


	Ecommerce			Wholesale			TDA			Total
Balance as of December 31, 2021	$	152,876		$	1,720		$	4,221		$	158,817
Acquisition		42,886			—			—			42,886
Goodwill impairment charge		(195,762	)		(1,720	)		(4,221	)		(201,703	)
Balance as of March 31, 2022	$	—		$	—		$	—		$	—

Schedule of Intangible Assets, Net

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


	March 31, 2023							December 31, 2022
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed and purchased technology	$	108,700	$	(25,302	)	$	83,398	$	108,700	$	(21,053	)	$	87,647
Customer relationships		69,400		(10,830	)		58,570		69,400		(8,661	)		60,739
Trademarks and trade names		12,200		(2,013	)		10,187		12,200		(1,676	)		10,524
Total intangible assets	$	190,300	$	(38,145	)	$	152,155	$	190,300	$	(31,390	)	$	158,910

Schedule of Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for intangible assets subsequent to March 31, 2023, consists of the following (in thousands):


Year Ending December 31:
For remainder of 2023	$	20,267
2024		27,022
2025		27,022
2026		21,979
2027		21,882
Thereafter		33,983
	$	152,155

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

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+ Details

Revenue Recognition

3 Months Ended

Mar. 31, 2023

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

The Company’s revenue is disaggregated within the condensed consolidated statements of operations and is generated from customers throughout the United States.

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 arranges financing within a short period of time following the sale. Payments received prior to delivery or pick-up at the TDA retail location of used vehicles are recorded as “Deferred revenue” within the condensed consolidated balance sheets.

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

Wholesale Vehicle Revenue

The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in direct-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company

satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. The transaction price is typically due and collected within a short period of time following the vehicle sales.

Product Revenue

The Company’s product revenue consists of income from financing vehicle sales for Vroom customers through UACC and fees earned on selling third-party financing and value-added products, such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage.

As a result of the UACC Acquisition (as defined below), the Company generates ecommerce product revenue by providing Vroom customers with automotive financing solutions through its captive financing operation. The Company earns interest income on finance receivables before they are sold, interest income on finance receivables held in consolidated VIEs, and gains on the sale of finance receivables. Refer to Note 4 – Variable Interest Entities and Securitizations.

The Company also sells third-party financing and value-added 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 third-party financing and value-added 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 March 31, 2023 and December 31, 2022, the Company’s reserve for chargebacks was $7.3 million and $8.2 million, respectively, of which $3.8 million and $4.4 million, respectively, are included within “Accrued expenses” and $3.5 million and $3.8 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 March 31, 2023 and December 31, 2022, the Company recognized $21.3 million and $22.5 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $1.9 million and $1.6 million, respectively, are included within “Prepaid expenses and other current assets” and $19.4 million and $20.9 million, respectively, are included within “Other assets.”

Finance Revenue

The Company’s finance revenue is related to finance receivables originated by UACC for its network of third-party dealership customers and consists of interest income earned on finance receivables before they are sold, interest income earned on finance receivables held in consolidated VIEs, and gains on the sale of finance receivables. Refer to Note 4 – Variable Interest Entities and Securitizations.

Interest income deemed uncollectible is reversed at the time the finance receivable is charged off. An account is considered delinquent if a scheduled payment has not been received by the date such payment was contractually due.

Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Income is subsequently recognized only to the extent cash payments are received until the borrower is able to make periodic interest and principal payments in accordance with the finance receivable terms. Late charges and other fees are calculated at predetermined amounts or percentages of overdue finance receivable balances and are recorded on a cash basis.

Servicing income represents the annual fees earned on the outstanding principal balance of the finance receivables serviced. Fees are earned monthly at an annual rate of approximately 4% for the 2022-1 securitization transaction and 3.25% for the 2022-2 and 2023-1 securitization transactions of the outstanding principal balance of the finance receivables serviced. During the three months ended March 31, 2023, UACC waived the monthly servicing fees related to the 2022-2 securitization transaction, which resulted in consolidation of the 2022-2 VIE. Refer to Note 4 – Variable Interest Entities and Securitizations.

Contract Costs

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

- Definition

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

+ References

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+ Details

Segment Information - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) Segment	Jun. 30, 2022 Segment
Segment Reporting [Abstract]
Number of reportable segments	3	3
Number of operating segments	3
Segment assets \| $	$ 0

Variable Interest Entities and Securitizations - Summary of Unconsolidated Variable Interest Entity (Details) - Variable Interest Entity Not Primary Beneficiary - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Variable Interest Entity [Line Items]
Aggregate Principal Balance	$ 7,840	$ 19,543
Carrying Value	8,286	20,902
Total Exposure	8,286	20,902
Rated Notes
Variable Interest Entity [Line Items]
Aggregate Principal Balance	7,530	19,233
Carrying Value	7,185	18,664
Total Exposure	7,185	18,664
Certificates
Variable Interest Entity [Line Items]
Carrying Value	791	1,928
Total Exposure	791	1,928
Other Assets
Variable Interest Entity [Line Items]
Aggregate Principal Balance	310	310
Carrying Value	310	310
Total Exposure	$ 310	$ 310

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Vehicles	$ 210,008	$ 317,994
Parts and accessories	2,974	2,654
Total inventory	$ 212,982	$ 320,648

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 7.3	$ 8.2
Cumulative profit sharing payment recognized	$ 21.3	22.5
Revenue, practical expedient, incremental cost of obtaining contract	true
Accrued Expenses
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 3.8	4.4
Residual Interest, 2022-1 Securitization
Disaggregation Of Revenue [Line Items]
Percentage of servicing fees earned on outstanding principal balance of finance receivable	4.00%
Residual Interest, 2022-2 and 2023-1 Securitization
Disaggregation Of Revenue [Line Items]
Percentage of servicing fees earned on outstanding principal balance of finance receivable	3.25%
Other Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 3.5	3.8
Prepaid Expenses and Other Current Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	1.9	1.6
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 19.4	$ 20.9

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Common Stock Restricted Stock Units	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2021	$ 915,194	$ 135		$ 2,063,841	$ (1,148,782)
Balance (in shares) at Dec. 31, 2021		137,092,891
Stock-based compensation	3,629			3,629
Vesting of restricted stock awards/units (in shares)			602,630
Net loss	(310,459)				(310,459)
Balance at Mar. 31, 2022	608,364	$ 135		2,067,470	(1,459,241)
Balance (in shares) at Mar. 31, 2022		137,695,521
Balance at Dec. 31, 2022	475,241	$ 135		2,075,798	(1,600,692)
Balance (in shares) at Dec. 31, 2022		138,201,903
Stock-based compensation	2,041			2,041
Vesting of restricted stock awards/units (in shares)			600,108
Net loss	(75,044)				(75,044)
Balance at Mar. 31, 2023	$ 402,238	$ 135		$ 2,077,839	$ (1,675,736)
Balance (in shares) at Mar. 31, 2023		138,802,011

- Definition

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

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Preferred Stock and Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Preferred Stock and Stockholders' Equity

14. Preferred Stock and Stockholders’ Equity

Preferred 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 March 31, 2023, 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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Inventory

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventory

6. Inventory

Inventory consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Vehicles	$	210,008	$	317,994
Parts and accessories		2,974		2,654
Total inventory	$	212,982	$	320,648

As of March 31, 2023 and December 31, 2022, “Inventory” includes an adjustment of $16.9 million and $24.2 million, respectively, to record the balances at the lower of cost or net realizable value.

Segment Information

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Information

18. Segment Information

As part of the Realignment Plan, initiated in the second quarter of 2022, the Company streamlined TDA's operations and closed its service center. The Company also reevaluated its reporting segments based on relative revenue and gross profit and significance in the Company's long term strategy. As a result of the quantitative analysis, the Company determined to no longer report TDA as a separate segment. The Company now presents three reportable segments: Ecommerce, Wholesale, and Retail Financing. The Company reclassified TDA revenue and TDA gross profit for the comparative period from the TDA reportable segment to the “All Other” category to conform to current year presentation. 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 March 31, 2023 and December 31, 2022, 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, revenue earned on vehicle financing originated by UACC or the Company's third-party financing sources and sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts. Revenues within the "All Other" category consist of retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales and the CarStory business.

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


	Three Months Ended March 31, 2023
	Ecommerce		Wholesale			Retail Financing		All Other		Total
Revenues from external customers	$	135,633	$	13,895		$	31,988	$	14,951	$	196,467
Gross profit	$	10,035	$	62		$	25,774	$	2,934	$	38,805

	Three Months Ended March 31, 2022
	Ecommerce		Wholesale			Retail Financing		All Other(1)		Total
Revenues from external customers	$	675,364	$	139,984		$	47,687	$	60,740	$	923,775
Gross profit	$	34,320	$	(2,753	)	$	44,963	$	5,110	$	81,640

(1)

The Company reclassified TDA revenue and TDA gross profit from the TDA reportable segment to the “All Other” category to conform to current year presentation.

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


	Three Months Ended March 31,
	2023			2022
Reconciliation to consolidated total revenue
Total reportable segment revenue	$	181,516		$	863,035
All Other revenues		14,951			60,740
Consolidated total revenue	$	196,467		$	923,775
Reconciliation to consolidated loss before (benefit) provision for income taxes
Total reportable segment gross profit	$	35,871		$	76,530
All Other gross profit		2,934			5,110
Selling, general and administrative expenses		96,537			187,994
Depreciation and amortization		10,531			7,856
Impairment charges		—			201,703
Gain on debt extinguishment		(8,709	)		—
Interest expense		9,919			9,380
Interest Income		(5,942	)		(3,952	)
Other loss, net		11,240			12,358
Consolidated loss before provision (benefit) for income taxes	$	(74,771	)	$	(333,699	)

- Definition

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

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+ Details

Restructuring Activities - Reconciliation of Beginning and Ending Restructuring Liability (Details) - Realignment Plan $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Balance as of December 31, 2022	$ 810
Accrual and accrual adjustments	4,104
Cash payments	(3,576)
Balance as of March 31, 2023	$ 1,338

Restructuring Activities - Components of Restructuring and Related Charges (Details) (Parenthetical) - Realignment Plan $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Costs associated with planned facility closures	$ 8.6
SubleaseIncome	2.1
Legal fees	0.6
Acceleration of depreciation of property and equipment	$ 0.6

Financial Instruments and Fair Value Measurements - Summary of Gains or Losses Recorded Related to Eligible Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Total net loss included in other income	$ 7,923	$ 11,550
Fair Value, Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Other Nonoperating Income (Expense)	Other Nonoperating Income (Expense)
Debt of securitized VIEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Liabilities Gain (Loss)	$ (1,222)	$ (2,364)
Finance Receivables of CFEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	9,896	14,371
Finance Receivables at Fair Value
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	(1,412)	(613)
Beneficial Interests in Securitizations
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	$ 661	$ 156

Variable Interest Entities and Securitizations - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2023 USD ($)	Mar. 31, 2023 USD ($) Facility	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Variable Interest Entity [Line Items]
Beneficial interests in securitizations		$ 7,976		$ 20,592
Asset-backed Securities
Variable Interest Entity [Line Items]
Securitization transaction	$ 238,700		$ 281,400
UACC
Variable Interest Entity [Line Items]
Risk retention rules percentage		5.00%
Number of senior secured warehouse credit facilities \| Facility		4
Beneficial interests in securitizations		$ 8,000		$ 20,600
Net proceeds from securitization	$ 237,800
Recognized a gain on sale			29,600
Collateralized finance receivable		$ 326,400
UACC \| Residual Interest, 2022-1 and 2022-2 Securitization
Variable Interest Entity [Line Items]
Securitization transaction			$ 32,300

Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information [Line Items]
Revenues from external customers	$ 196,467	$ 923,775
Gross profit	38,805	81,640
Ecommerce
Segment Reporting Information [Line Items]
Revenues from external customers	135,633	675,364
Gross profit	10,035	34,320
Wholesale
Segment Reporting Information [Line Items]
Revenues from external customers	13,895	139,984
Gross profit	62	(2,753)
Retail Financing
Segment Reporting Information [Line Items]
Revenues from external customers	31,988	47,687
Gross profit	25,774	44,963
All Other
Segment Reporting Information [Line Items]
Revenues from external customers	14,951	60,740
Gross profit	$ 2,934	$ 5,110

- Definition

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

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- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Subsequent Events - Additional Information (Details) $ / shares in Units, $ in Millions							1 Months Ended
	Oct. 11, 2023 BusinessDays $ / shares	May 03, 2023 USD ($)	Apr. 26, 2023 USD ($) Employee	Apr. 19, 2023 USD ($)	Apr. 14, 2023 BusinessDays $ / shares	Jan. 18, 2023 Position	Jan. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)
Subsequent Event [Line Items]
Reduction in headcount \| Position						275
Expenses expected to incur in second quarter of 2023								$ 4.1
Forecast
Subsequent Event [Line Items]
Common stock bid price \| $ / shares	$ 1.00
Consecutive business days \| BusinessDays	10
UACC
Subsequent Event [Line Items]
Net proceeds from securitization							$ 237.8
Subsequent Event
Subsequent Event [Line Items]
Common stock bid price \| $ / shares					$ 1.00
Consecutive business days \| BusinessDays					30
Reduction in headcount \| Employee			120
Expenses expected to incur in second quarter of 2023			$ 2.0
Subsequent Event \| UACC
Subsequent Event [Line Items]
Net proceeds from securitization				$ 23.1
Subsequent Event \| UACC \| Repurchase Agreements
Subsequent Event [Line Items]
Expected repurchases period start, month and year		2025-03
Expected repurchases period end, month and year		2029-09
Expected beneficial interests in securitizations pledged as collateral		$ 24.5
Expected proceeds from beneficial interests in securitizations pledged as collateral		$ 24.1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (75,044)	$ (310,459)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges		201,703
Gain on debt extinguishment	(8,709)
Depreciation and amortization	10,637	7,895
Amortization of debt issuance costs	1,115	1,254
Realized gains on securitization transactions		(29,617)
Deferred taxes		(23,855)
Losses on finance receivables and securitization debt, net	16,603	15,725
Stock-based compensation expense	2,041	3,629
Provision to record inventory at lower of cost or net realizable value	(7,315)	469
Provision for bad debt	(422)	5,853
Provision to record finance receivables held for sale at lower of cost or fair value	(1,251)	158
Amortization of unearned discounts on finance receivables at fair value	(5,320)	(3,942)
Other, net	(5,067)	(274)
Changes in operating assets and liabilities:
Originations of finance receivables held for sale	(143,174)	(118,861)
Principal payments received on finance receivables held for sale	20,731	2,659
Proceeds from sale of finance receivables held for sale, net		272,309
Other	1,850	(1,705)
Accounts receivable	4,312	(4,331)
Inventory	114,981	(15,453)
Prepaid expenses and other current assets	13,006	6,928
Other assets	1,838	(2,763)
Accounts payable	(5,841)	(6,824)
Accrued expenses	(18,915)	8,036
Deferred revenue	2,382	(2,449)
Other liabilities	(3,459)	(21,163)
Net cash used in operating activities	(85,021)	(15,078)
Investing activities
Purchases of finance receivables at fair value	(3,392)
Principal payments received on finance receivables at fair value	41,850	33,570
Proceeds from sale of finance receivables at fair value, net		29,043
Consolidation of VIEs	11,409
Principal payments received on beneficial interests	2,144	714
Purchase of property and equipment	(5,193)	(7,096)
Acquisition of business, net of cash acquired		(268,194)
Net cash provided by (used in) investing activities	46,818	(211,963)
Financing activities
Proceeds from borrowings under secured financing agreements	238,735
Principal repayment under secured financing agreements	(42,784)	(68,402)
Proceeds from vehicle floorplan	41,180	801,971
Repayments of vehicle floorplan	(170,740)	(744,831)
Proceeds from warehouse credit facilities	135,900	49,000
Repayments of warehouse credit facilities	(241,351)	(227,067)
Repurchases of convertible senior notes	(5,883)
Other financing activities	(156)	(875)
Net cash (used in) provided by financing activities	(45,099)	(190,204)
Net (decrease) increase in cash, cash equivalents and restricted cash	(83,302)	(417,245)
Cash, cash equivalents and restricted cash at the beginning of period	472,010	1,214,775
Cash, cash equivalents and restricted cash at the end of period	388,708	797,530
Supplemental disclosure of cash flow information:
Cash paid for interest	12,335	5,991
Cash paid for income taxes	1,189	40
Supplemental disclosure of non-cash investing and financing activities:
Finance receivables from consolidation of 2022-2 securitization transaction	180,706
Elimination of beneficial interest from the consolidation of 2022-2 securitization transaction	9,811
Securitization debt from consolidation of 2022-2 securitization transaction	186,386
Reclassification of finance receivables held for sale to finance receivables at fair value, net	$ 248,081
Fair value of beneficial interests received in securitization transactions		$ 16,473

Variable Interest Entities and Securitizations - Summary of Total Assets and Total Liabilities Associated With Variable Interests in Consolidated VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Restricted cash	$ 71,994	$ 73,095
Finance receivables at fair value, current	13,091	12,939
Finance receivables held for sale, net	186,777	321,626
Total current assets	878,968	1,220,109
Finance receivables at fair value, noncurrent	523,179	140,235
Total assets	1,651,636	1,619,027
Current Liabilities:
Current portion of securitization debt	261,746	47,239
Warehouse credit facilities	124,247	229,518
Total current liabilities	658,083	703,320
Securitization debt, net of current portion	554,655	402,154
Other liabilities	18,382	18,183
Total liabilities	1,249,398	1,143,786
Securitization Vehicles
Current Assets:
Restricted cash	38,901	9,023
Finance receivables at fair value, current	11,209	5,336
Other assets	4,584	797
Total current assets	54,694	15,156
Finance receivables at fair value, noncurrent	480,934	72,568
Total assets	535,628	87,724
Current Liabilities:
Current portion of securitization debt	261,746	47,239
Total current liabilities	261,746	47,239
Securitization debt, net of current portion	199,198	32,590
Other liabilities	2,153	90
Total liabilities	463,097	79,919
Warehouse Facilities
Current Assets:
Restricted cash	9,085	15,654
Finance receivables at fair value, current	851	6,156
Finance receivables held for sale, net	163,679	305,917
Other assets	254	1,561
Total current assets	173,869	329,288
Finance receivables at fair value, noncurrent	27,325	47,024
Total assets	201,194	376,312
Current Liabilities:
Warehouse credit facilities	124,247	229,518
Total current liabilities	124,247	229,518
Other liabilities	767	1,316
Total liabilities	125,014	230,834
Consolidated VIEs
Current Assets:
Restricted cash	47,986	24,677
Finance receivables at fair value, current	12,060	11,492
Finance receivables held for sale, net	163,679	305,917
Other assets	4,838	2,358
Total current assets	228,563	344,444
Finance receivables at fair value, noncurrent	508,259	119,592
Total assets	736,822	464,036
Current Liabilities:
Current portion of securitization debt	261,746	47,239
Warehouse credit facilities	124,247	229,518
Total current liabilities	385,993	276,757
Securitization debt, net of current portion	199,198	32,590
Other liabilities	2,920	1,406
Total liabilities	$ 588,111	$ 310,753

Description of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2023

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). On February 1, 2022, the ("Acquisition Date"), the Company completed the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation), including its wholly owned subsidiaries United PanAm Financial Corp. (now known as Vroom Automotive Financial Corporation) and United Auto Credit Corporation ("UACC").

As part of the Company's Business Realignment Plan ("Realignment Plan"), which was substantially completed in 2022, the Company streamlined TDA's operations and closed its service center. The Company also reevaluated its reporting segments based on relative revenue and gross profit and significance in the Company's long-term strategy. As a result of the quantitative analysis, the Company determined to no longer report TDA as a separate segment. Starting in the three months ended June 30, 2022, the Company is organized into three reportable segments: Ecommerce, Wholesale, and Retail Financing. The Company reclassified TDA revenue and TDA gross profit for the comparative period from the TDA reportable segment to the “All Other” category to conform to current year presentation. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform, revenue earned on vehicle financing originated by UACC or the Company's third-party financing sources and sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, which primarily consists of the purchases and servicing of vehicle installment contracts, but excluding financing of vehicle sales to Vroom customers.

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.

Basis of Presentation

Principles of Consolidation

Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

7. Property and Equipment, Net

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


	March 31,			December 31,
	2023			2022
Equipment	$	3,543		$	3,357
Furniture and fixtures		1,900			1,896
Logistics fleet		32,537			32,468
Leasehold improvements		7,547			6,577
Internal-use software		34,371			30,725
Other		8,320			8,081
		88,218			83,104
Accumulated depreciation and amortization		(36,791	)		(32,903	)
Property and equipment, net	$	51,427		$	50,201

Depreciation and amortization expense was $3.9 million and $2.9 million for the three months ended March 31, 2023 and 2022, respectively. Depreciation and amortization expense included within “Cost of sales” in the condensed consolidated statements of operations was not material for the three months ended March 31, 2023 and 2022.

Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $7.8 million and $5.1 million as of March 31, 2023, respectively, and $7.7 million and $4.6 million as of December 31, 2022, respectively, and were included within “Other assets” in the condensed consolidated balance sheets. Amortization expense of $0.4 million and $0.5 million was included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations for the three months ended March 31, 2023 and 2022, respectively.

Long Term Debt - Schedule of Securitization Debt of Consolidated VIEs (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Initial Principal	$ 574,791	$ 93,730
Outstanding Principal	460,523	82,556
Fair Value	$ 460,944	$ 79,829
United Auto Credit 2021-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jun. 10, 2026	Jun. 10, 2026
Initial Principal	$ 29,640	$ 29,640
Contractual Interest Rate	0.84%	0.84%
Outstanding Principal	$ 4,345	$ 18,466
Fair Value	$ 4,340	$ 18,322
United Auto Credit 2021-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jun. 10, 2026	Jun. 10, 2026
Initial Principal	$ 29,380	$ 29,380
Contractual Interest Rate	1.14%	1.14%
Outstanding Principal	$ 29,380	$ 29,380
Fair Value	$ 28,789	$ 28,481
United Auto Credit 2021-1-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jun. 10, 2026	Jun. 10, 2026
Initial Principal	$ 20,800	$ 20,800
Contractual Interest Rate	2.58%	2.58%
Outstanding Principal	$ 20,800	$ 20,800
Fair Value	$ 20,012	$ 19,685
United Auto Credit 2021-1-F
Debt Instrument [Line Items]
Final Scheduled Payment Date	Sep. 10, 2027	Sep. 10, 2027
Initial Principal	$ 13,910	$ 13,910
Contractual Interest Rate	4.30%	4.30%
Outstanding Principal	$ 13,910	$ 13,910
Fair Value	$ 13,398	$ 13,341
United Auto Credit 2022-2-A
Debt Instrument [Line Items]
Final Scheduled Payment Date	Apr. 10, 2025
Initial Principal	$ 119,140
Contractual Interest Rate	4.39%
Outstanding Principal	$ 51,537
Fair Value	$ 51,336
United Auto Credit 2022-2-B
Debt Instrument [Line Items]
Final Scheduled Payment Date	Dec. 10, 2025
Initial Principal	$ 30,324
Contractual Interest Rate	5.41%
Outstanding Principal	$ 30,324
Fair Value	$ 30,039
United Auto Credit 2022-2-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	May 10, 2027
Initial Principal	$ 26,534
Contractual Interest Rate	5.81%
Outstanding Principal	$ 26,534
Fair Value	$ 26,069
United Auto Credit 2022-2-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jan. 10, 2028
Initial Principal	$ 32,889
Contractual Interest Rate	6.84%
Outstanding Principal	$ 32,889
Fair Value	$ 32,590
United Auto Credit 2022-2-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Apr. 10, 2029
Initial Principal	$ 33,440
Contractual Interest Rate	10.00%
Outstanding Principal	$ 33,440
Fair Value	$ 31,975
United Auto Credit 2023-1-A
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2025
Initial Principal	$ 118,598
Contractual Interest Rate	5.57%
Outstanding Principal	$ 97,228
Fair Value	$ 97,159
United Auto Credit 2023-1-B
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028
Initial Principal	$ 51,157
Contractual Interest Rate	5.91%
Outstanding Principal	$ 51,157
Fair Value	$ 50,825
United Auto Credit 2023-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028
Initial Principal	$ 33,326
Contractual Interest Rate	6.28%
Outstanding Principal	$ 33,326
Fair Value	$ 33,009
United Auto Credit 2023-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028
Initial Principal	$ 35,653
Contractual Interest Rate	8.00%
Outstanding Principal	$ 35,653
Fair Value	35,150
Total Rated Notes
Debt Instrument [Line Items]
Initial Principal	574,791
Outstanding Principal	460,523
Fair Value	454,691
United Auto Credit 2022-2-R
Debt Instrument [Line Items]
Fair Value	$ 6,253

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
For remainder of 2023	$ 20,267
2024	27,022
2025	27,022
2026	21,979
2027	21,882
Thereafter	33,983
Carrying Value	$ 152,155	$ 158,910

Warehouse Credit Facilities of Consolidated VIEs

3 Months Ended

Mar. 31, 2023

Line of Credit Facility [Abstract]

Warehouse Credit Facilities of Consolidated VIEs

11. Warehouse Credit Facilities of Consolidated VIEs

UACC has four senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions as of March 31, 2023. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. As of March 31, 2023 and December 31, 2022, the Company had excess borrowing capacity of $57.9 million and $105.8 million on UACC's Warehouse Credit Facilities, respectively. The terms of the Warehouse Credit Facilities include the following:


	Facility One		Facility Two		Facility Three		Facility Four
Execution date	May 30, 2012		November 19, 2013		July 11, 2019		November 18, 2022
Maturity date	July 20, 2024		September 27, 2024		May 24, 2024		December 12, 2024
Aggregate borrowings limit (in thousands)	$	200,000	$	200,000	$	200,000	$	250,000
As of March 31, 2023
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	$	98,314	$	24,472	$	69,069	$	—
Outstanding balance (in thousands)	$	61,400	$	20,600	$	44,200	$	—
Restricted cash (in thousands)	$	4,220	$	1,540	$	3,325	$	—
As of December 31, 2022
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	$	143,919	$	142,503	$	126,636	$	—
Outstanding balance (in thousands)	$	110,602	$	19,615	$	101,435	$	—
Restricted cash (in thousands)	$	8,110	$	2,007	$	5,537	$	—

As of March 31, 2023 and December 31, 2022, the Company's weighted average interest rate on the Warehouse Credit Facilities borrowings was approximately 6.70% and 6.19%, respectively.

The Company's ability to utilize its Warehouse Credit Facilities is primarily conditioned on the satisfaction of certain legal, operating, administrative and financial covenants contained within the agreements. These include covenants that require the Company to maintain a minimum tangible net worth, minimum liquidity levels, specified leverage ratios and certain indebtedness levels. Failure to satisfy these and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. As of March 31, 2023 and December 31, 2022, the Company was in compliance with all covenants related to the Warehouse Credit Facilities.

Long Term Debt - Additional Information (Details)		1 Months Ended	3 Months Ended		6 Months Ended
Long Term Debt - Additional Information (Details)	Jun. 18, 2021 USD ($) d $ / shares shares	Jul. 31, 2003 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2022	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Debt instrument aggregate principal amount			$ 460,523,000			$ 82,556,000
Aggregate principal amount			574,791,000			93,730,000
Gain on debt extinguishment			8,709,000
Estimated fair value of notes			460,944,000			79,829,000
Restricted cash (in thousands)			71,994,000			73,095,000
Expected payments, 2023			177,100,000
Expected payments, 2024			159,600,000
Expected payments, 2025			87,000,000.0
Expected payments, 2026			31,700,000
Expected payments, 2027			5,100,000
Redemption price			42,784,000	$ 68,402,000
Junior subordinated debentures		$ 10,000,000.0
Junior Subordinated Debentures
Debt Instrument [Line Items]
Long-term debt, maturity date		Oct. 07, 2033
Percentage of owned finance subsidiary		100.00%
LIBOR \| Junior Subordinated Debentures
Debt Instrument [Line Items]
Period of LIBOR measurement		3 months
Variable interest rate		3.05%
Securitization Debt of Consolidated VIEs
Debt Instrument [Line Items]
Restricted cash (in thousands)			38,900,000			9,000,000.0
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
Aggregate principal amount			14,600,000
Deferred issuance costs			300,000
Repurchase of notes in open-market transaction			5,900,000
Gain on debt extinguishment			8,700,000
Unamortized debt discount and debt issuance costs			5,800,000			6,500,000
Net carrying value of debt			345,100,000			$ 359,300,000
Interest expense			$ 1,100,000	$ 2,000,000.0
Effective interest rate			1.30%
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Restricted cash	$ 71,994	$ 73,095
Accounts receivable, net of allowance	10,000	21,500
Finance receivables at fair value, current	13,091	12,939
Finance receivables at fair value, noncurrent	523,179	140,235
Finance receivables held for sale, net	186,777	321,626
Securitization debt noncurrent	$ 460,944	$ 79,829
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	138,802,011	138,201,903
Common stock, shares outstanding	138,802,011	138,201,903
Consolidated VIEs
Restricted cash	$ 47,986	$ 24,677
Finance receivables at fair value, current	12,060	11,492
Finance receivables at fair value, noncurrent	508,259	119,592
Finance receivables held for sale, net	163,679	305,917
Securitization debt noncurrent	$ 199,200	$ 32,600

Acquisition (Tables) - UACC

3 Months Ended

Mar. 31, 2023

Business Acquisition [Line Items]

Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date, inclusive of immaterial measurement period adjustments (in thousands):


	Fair Value
Cash and cash equivalents	$	5,294
Restricted cash		42,631
Finance receivables at fair value		296,927
Finance receivables, held for sale		263,393
Intangible assets		156,000
Goodwill		42,886
Other assets		25,934
Total assets acquired	$	833,065
Warehouse credit facilities		(178,067	)
Long term debt		(285,704	)
Deferred tax liability		(23,855	)
Other liabilities		(30,026	)
Total liabilities assumed	$	(517,652	)
Net assets acquired	$	315,413

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

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

Summary of Pro Forma Information

The pro forma information for the three months ended March 31, 2022 is as follows:


	Three months ended March 31,
	2022
Total revenue	$	939,246
Net loss	$	(322,650	)

Restructuring Activities (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Components of Restructuring and Related Charges

The following table summarizes the components of the restructuring and related charges:


	Three months ended March 31,
	2023		Total Charges Incurred to Date
Charges by activity:
Severance and termination benefits (1)	$	4,104	$	11,462
Impairment of operating lease right-of-use assets (2)		—	$	6,491
Other costs (3)		—	$	1,176
Total restructuring and related charges	$	4,104	$	19,129

(1) Severance and termination costs consist of severance costs provided to employees who have been terminated as well outplacement costs and COBRA benefits.

Reconciliation of Beginning and Ending Restructuring Liability

The following table is a reconciliation of the beginning and ending restructuring liability for three months ended March 31, 2023:


Balance as of December 31, 2022	$	810
Accrual and accrual adjustments		4,104
Cash payments		(3,576	)
Balance as of March 31, 2023	$	1,338

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended		3 Months Ended
	Jan. 31, 2023 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2023 USD ($) Facility	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)	Nov. 30, 2022 USD ($)
Accounting Policies [Line Items]
Other comprehensive income (loss)			$ 0	$ 0
Cash deposits included in restricted cash			71,994,000		$ 73,095,000
Interest income			5,942,000	3,952,000
Interest expense			9,919,000	9,380,000
Valuation allowance for finance receivables classified as held for sale			7,600,000		10,500,000
Debt instrument aggregate principal amount			460,523,000		82,556,000
Aggregate principal amount			574,791,000		93,730,000
Cash and cash equivalents			316,714,000		398,915,000
Restricted Cash			72,000,000.0
Gain on debt extinguishment			$ 8,709,000
Business combination, measurement period			1 year
Operating lease right-of-use assets			$ 21,741,000		23,568,000
ASU 2021-08
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, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]			true
0.75% Unsecured Convertible Senior Notes Due 2026
Accounting Policies [Line Items]
Debt instrument aggregate principal amount		$ 625,000,000.0
Aggregate principal amount			$ 14,600,000
Deferred issuance costs			300,000
Repurchase of notes in open-market transaction			5,900,000
Gain on debt extinguishment			8,700,000
Debt instrument interest rate		0.75%
Debt instrument maturity year		2026
Unamortized debt discount and debt issuance costs			5,800,000
Net carrying value of debt			345,100,000
Warehouse Credit Facility
Accounting Policies [Line Items]
Cash deposits included in restricted cash			9,085,000		15,654,000
Increased borrowing capacity			57,900,000		$ 105,800,000
Selling, General and Administrative Expenses
Accounting Policies [Line Items]
Advertising expense			11,500,000	33,700,000
Selling, General and Administrative Expenses \| Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling expenses			$ 2,100,000	$ 26,700,000
UACC
Accounting Policies [Line Items]
Net proceeds from securitization	$ 237,800,000
Number of warehouse credit facilities \| Facility			4
UACC \| Warehouse Credit Facility
Accounting Policies [Line Items]
Aggregate borrowing limit			$ 850,000,000.0
Increased borrowing capacity			57,900,000
Outstanding borrowings			124,200,000
Asset-backed Securities \| UACC
Accounting Policies [Line Items]
Securitization transaction	$ 238,700,000
Vehicle Floorplan Facility \| Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity			214,700,000
2022 Vehicle Floorplan Facility \| Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity						$ 500,000,000.0
Line of credit facility, unutilized borrowing capacity			$ 67,300

Financial Instruments and Fair Value Measurements - Summary of Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Finance receivables held for sale, Carrying value	$ 186,777	$ 321,626
Convertible Senior Notes, Carrying value	345,147	359,254
Convertible Senior Notes, Fair value	133,366	128,026
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Finance receivables held for sale, Carrying value	177,194	299,235
Finance receivables held for sale, Fair Value	$ 178,363	$ 299,925

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	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 727,099	$ 356,453
Total financial liabilities	460,944	79,829
Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	460,944	79,829
Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	492,143	77,904
Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	44,127	75,270
Beneficial Interests in Securitizations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	7,976	20,592
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	182,853	182,687
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	182,853	182,687
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	182,853	182,687
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	7,976	20,592
Total financial liabilities	460,944	79,829
Level 2 \| Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	460,944	79,829
Level 2 \| Beneficial Interests in Securitizations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	7,976	20,592
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	536,270	153,174
Level 3 \| Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	492,143	77,904
Level 3 \| Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 44,127	$ 75,270

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

19. Income Taxes

The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that it is 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 being in a cumulative 3-year loss position.

The Company’s effective tax rate for the three months ended March 31, 2023 and 2022 was (0.37)% and 6.96%, respectively. The effective tax rate for the three months ended March 31, 2022 was primarily driven by a deferred tax benefit recorded for the decrease of Valuation Allowance resulting from the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation) that occurred during the period, of $23.9 million.

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 2016 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 Unitas Holdings Corp. (now known as Vroom Finance Corporation) on February 1, 2022 in a stock acquisition, refer to Note 5 – Acquisitions 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.

The Company has not identified any uncertain tax positions as of March 31, 2023 or December 31, 2022. 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.

On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The Company is evaluating the provisions included under the IRA and does not expect the provisions to have a material impact to the Company's condensed consolidated financial statements.

- 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
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 10,531	$ 7,856
Impairment charges incurred		201,703
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Amortization of cloud computing assets	400	500
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	3,900	$ 2,900
Cloud Computing Arrangements \| Other Assets
Property Plant And Equipment [Line Items]
Implementation costs capitalized	7,800		$ 7,700
Implementation costs capitalized, accumulated amortization	$ 5,100		$ 4,600

Restructuring Activities - Components of Restructuring and Related Charges (Details) - Realignment Plan - USD ($) $ in Thousands	3 Months Ended	11 Months Ended
	Mar. 31, 2023	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Severance and termination benefits	$ 4,104	$ 11,462
Impairment of operating lease right-of-use assets		6,491
Other costs		1,176
Total restructuring and related charges	$ 4,104	$ 19,129

Financial Instruments and Fair Value Measurements - Summary of Other Relevant Data Related to Finance Receivables Carried at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finance Receivables of Consolidated CFEs
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	$ 562,060	$ 84,477
Aggregate fair value of finance receivables reported at fair value	492,143	77,904
Finance Receivables of Consolidated CFEs \| 90 Days or More Past Due
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status	13,114	1,097
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	12,398	985
Finance Receivables at Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate unpaid principal balance included within finance receivables that are reported at fair value	51,659	89,068
Aggregate fair value of finance receivables reported at fair value	44,127	75,270
Finance Receivables at Fair Value \| 90 Days or More Past Due
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status	697	1,499
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	$ 513	$ 1,311

Long Term Debt

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long Term Debt

12. Long Term Debt

Debt instruments, excluding the 2022 Vehicle Floorplan Facility, which is discussed in Note 10 — Vehicle Floorplan Facility, and warehouse credit facilities of consolidated VIEs, which are discussed in Note 11 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands):


	March 31,		December 31,
	2023		2022
Current portion of securitization debt of consolidated VIEs	$	261,746	$	47,239
Convertible senior notes		345,147		359,254
Securitization debt of consolidated VIEs, net of current portion		199,198		32,590
Junior subordinated debentures		10,310		10,310
Long term debt, net of current portion	$	554,655	$	402,154
Total debt	$	816,401	$	449,393

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 three months ended March 31, 2023, the conditions allowing holders of the Notes to convert were not met.

During the three months ended March 31, 2023, the company repurchased $14.6 million in aggregate principal amount of the Notes, net of deferred issuance costs of $0.3 million, for $5.9 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $8.7 million for the three months ended March 31, 2023.

The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of March 31, 2023, the unamortized debt discount and debt issuance costs was $5.8 million and the net carrying value was $345.1 million. As of December 31, 2022, the unamortized debt discount and debt issuance costs was $6.5 million and the net carrying value was $359.3 million.

The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the three months ended March 31, 2023 and 2022 were $1.1 million and $2.0 million, respectively. The effective interest rate of the Notes is 1.3%.

Securitization Debt of Consolidated VIEs

The securitization debt was issued under UACC's securitization program. The Company elected to account for the securitization debt under the fair value option using the measurement alternative. Fair value adjustments are recorded in "Other loss, net" in the condensed consolidated statements of operations. Refer to Note 16 – Financial Instruments and Fair Value Measurements. For the 2021-1, 2022-2, and 2023-1 securitization transactions, the Company consolidated the VIEs and accounted for these transactions as secured borrowings. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion.

Upon the issuance of the securitization debt for the 2021-1 and 2023-1 securitization transactions, UACC retained the residual interests. UACC also retains the servicing rights for all finance receivables that were securitized; therefore, it is responsible for the administration and collection of the amounts owed under the contracts. The securitization agreements also require certain funds to be held in restricted cash accounts to provide additional collateral for the

borrowings or to be applied to make payments on the securitization debt. Restricted cash under the various agreements totaled approximately $38.9 million and $9.0 million as of March 31, 2023 and December 31, 2022, respectively.

Wholly owned bankruptcy remote subsidiaries of UACC were formed to facilitate the above asset-backed financing transactions. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral for the related debt. None of the assets of these subsidiaries are available to pay other creditors of the Company or its affiliates.

The securitization debt issued is included in “Current portion of securitization debt of consolidated VIEs at fair value” and "Long term debt, net of current portion" on the condensed consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands):


As of March 31, 2023
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2021-1-C	June 10, 2026	$	29,640	0.84	%	$	4,345	$	4,340
United Auto Credit 2021-1-D	June 10, 2026		29,380	1.14	%		29,380		28,789
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		20,012
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,398
United Auto Credit 2022-2-A	April 10, 2025		119,140	4.39	%		51,537		51,336
United Auto Credit 2022-2-B	December 10, 2025		30,324	5.41	%		30,324		30,039
United Auto Credit 2022-2-C	May 10, 2027		26,534	5.81	%		26,534		26,069
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,590
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		33,440		31,975
United Auto Credit 2023-1-A	July 10, 2025		118,598	5.57	%		97,228		97,159
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		51,157		50,825
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,009
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		35,150
Total rated notes		$	574,791			$	460,523	$	454,691
United Auto Credit 2022-2-R	n/a	n/a		n/a		n/a			6,253
Total rated notes and residual		$	574,791			$	460,523	$	460,944


As of December 31, 2022
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2021-1-C	June 10, 2026	$	29,640	0.84	%	$	18,466	$	18,322
United Auto Credit 2021-1-D	June 10, 2026		29,380	1.14	%		29,380		28,481
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		19,685
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,341
		$	93,730			$	82,556	$	79,829

The final scheduled payment date represents final legal maturity of the remaining balance sheet securitization debt. Securitization debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the Trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance, are $177.1 million in 2023, $159.6 million in 2024, $87.0 million in 2025, $31.7 million in 2026 and $5.1 million in 2027.

The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands):


	As of March 31,				As of December 31,
	2023				2022
	Aggregate Principal Balance		Fair Value		Aggregate Principal Balance		Fair Value
United Auto Credit 2021-1	$	69,833	$	63,371	$	84,477	$	77,904
United Auto Credit 2022-2		195,376		170,618		—		—
United Auto Credit 2023-1		296,851		258,154		—		—
Total finance receivables of CFEs	$	562,060	$	492,143	$	84,477	$	77,904

Junior Subordinated Debentures

On July 31, 2003, UACC issued junior subordinated debentures (trust preferred securities) of $10.0 million through a subsidiary, UPFC Trust I. The trust issuer is a 100 percent owned finance subsidiary and the securities are fully and unconditionally guaranteed by UACC. The interest is paid quarterly at a variable rate, equal to the three-month LIBOR plus 3.05 percent. The final maturity of these securities is on October 7, 2033; however, they can be called at par any time at the Company’s discretion.

Variable Interest Entities and Securitizations

3 Months Ended

Mar. 31, 2023

Variable Interest Entity, Measure of Activity [Abstract]

Variable Interest Entities and Securitizations

4. Variable Interest Entities and Securitizations

A VIE is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The Company consolidates VIEs for which it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company's general assets. Liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company's general assets, rather they represent claims against the specific assets of the consolidated VIEs.

UACC has the power to direct significant activities of its VIEs when it has the ability to exercise discretion in the servicing of financial assets or control investment decisions. UACC generally retains a portion of the economic interests in UACC-sponsored asset-backed securitization transactions, which could be retained in the form of a portion of the senior interests, the subordinated interests, residual interests, or servicing rights.

UACC has developed a securitization program that involves selling finance receivables to securitization trusts through the private issuance of asset-backed securities which are collateralized by the finance receivables. UACC establishes and sponsors these transactions which create and pass along risks to the variable interest holders, specifically, consumer credit risk and pre-payment risk. In February and July 2022, UACC completed the 2022-1 and 2022-2 securitization transactions, respectively, and in January 2023, UACC completed the 2023-1 securitization transaction.

The securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that UACC establishes in its role as sponsor of securitization transactions, the Company performs an analysis to determine if it is the primary beneficiary of the VIE. For all securitization transactions consummated prior to the Acquisition Date, the Company consolidated VIEs and accounted for these transactions as secured borrowings.

UACC has no obligation to repurchase or replace any securitized asset that subsequently becomes delinquent in payment or otherwise is in default, except when representations and warranties about the eligibility of the securitized assets are breached, or when certain changes are made to the underlying asset contracts. Securitization investors have no recourse to UACC or its other assets and have no right to require UACC to repurchase the investments. UACC has no obligation to provide liquidity or contribute cash or additional assets to the VIEs and does not guarantee any asset-backed securities.

In January 2023, UACC completed the 2023-1 securitization transaction, in which it sold approximately $238.7 million of rated asset-backed securities, for proceeds of $237.8 million, and retained the non-investment grade securities

and residual interests. The trust is collateralized by finance receivables with an aggregate principal balance of $326.4 million. These finance receivables are serviced by UACC. The Company consolidated the 2023-1 VIE and accounted for this transaction as a secured borrowing.

UACC is the primary beneficiary of the 2021-1 and 2023-1 securitization trusts, as it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. UACC also retained a portion of the economic interests in the 2021-1 and 2023-1 asset-backed securitization transactions, in the form of residual interests in accordance with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules"). The Risk Retention Rules require the Company to retain at least 5% of the beneficial interests issued by the securitization trusts. Refer to Note 12 – Long Term Debt for further details.

In July 2022, UACC sold a pool of finance receivables in the 2022-2 securitization transaction. UACC retained the servicing rights to these finance receivables and received beneficial interests in the form of asset-backed securities. UACC owns an insignificant portion of these securities and receives an at market servicing fee. Originally, the Company concluded that is not the primary beneficiary of the 2022-2 securitization trust because UACC retained interests in the VIE are insignificant. Therefore, the Company did not originally consolidate the 2022-2 trust. During the three months ended March 31, 2023, although not contractually required, UACC elected to waive its servicing fee on the 2022-2 securitization, due to higher-than-expected losses, which transferred more than an insignificant portion of the corresponding risk of loss from the VIE to the Company. By having the power to direct the significant activities of the VIE and absorbing the risk of loss, the Company is deemed to be the primary beneficiary and must consolidate the 2022-2 securitization transaction. This transaction is now accounted for as secured borrowings and the beneficial interest was eliminated.

The VIE model allows for a measurement alternative when a reporting entity elects the fair value option and consolidates a collateralized financing entity (“CFE”). This measurement alternative eliminates the accounting mismatch that may arise from measurement differences between the CFE’s financial assets and third-party financial liabilities in earnings and attributes those earnings to the controlling equity interest in the consolidated income statement. The 2021-1, 2022-2, and 2023-1 securitization trusts consolidated by UACC meet the definition of a CFE, therefore, the Company has elected to apply the measurement alternative when consolidating these VIEs. Refer to Note 16 – Financial Instruments and Fair Value Measurements for further detail.

UACC has four senior secured warehouse credit facilities. Through trusts, UACC entered into warehouse facility agreements with certain banking institutions, primarily to finance the purchase and origination of finance receivables as well as to provide funding for general operating activities. These trusts are secured by eligible finance receivables which are pledged as collateral for the warehouse facilities. These trusts are consolidated VIEs. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further details on the warehouse facilities.

Creditors or beneficial interest holders of VIEs for which the Company is the primary beneficiary generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to the Company. The following table presents the total assets and total liabilities associated with the Company's variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands):


	As of March 31, 2023
	Securitization Vehicles		Warehouse Facilities1		Total
Current Assets:
Restricted cash	$	38,901	$	9,085	$	47,986
Finance receivables at fair value		11,209		851		12,060
Finance receivables held for sale		—		163,679		163,679
Other assets		4,584		254		4,838
Total Current Assets		54,694		173,869		228,563
Finance receivables at fair value		480,934		27,325		508,259
Total Assets	$	535,628	$	201,194	$	736,822
Current Liabilities:
Current portion of securitization debt	$	261,746	$	—	$	261,746
Warehouse credit facilities		—		124,247		124,247
Total Current Liabilities		261,746		124,247		385,993
Securitization debt, net of current portion		199,198		—		199,198
Other liabilities		2,153		767		2,920
Total Liabilities	$	463,097	$	125,014	$	588,111

	As of December 31, 2022
	Securitization Vehicles		Warehouse Facilities1		Total
Current Assets:
Restricted cash	$	9,023	$	15,654	$	24,677
Finance receivables at fair value		5,336		6,156		11,492
Finance receivables held for sale		—		305,917		305,917
Other assets		797		1,561		2,358
Total Current Assets		15,156		329,288		344,444
Finance receivables at fair value		72,568		47,024		119,592
Total Assets	$	87,724	$	376,312	$	464,036
Current Liabilities:
Current portion of securitization debt	$	47,239	$	—	$	47,239
Warehouse credit facilities		—		229,518		229,518
Total Current Liabilities		47,239		229,518		276,757
Securitization debt, net of current portion		32,590		—		32,590
Other liabilities		90		1,316		1,406
Total Liabilities	$	79,919	$	230,834	$	310,753

1 Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further details of the warehouse facilities.

UACC establishes securitization trusts to purchase finance receivables. The securitization trusts issue asset-backed securities, which are collateralized by the finance receivables that UACC sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables if it determines it qualifies for sale accounting treatment and it is not the primary beneficiary of the VIE.

On February 16, 2022, UACC sold a pool of finance receivables in the 2022-1 securitization transaction. UACC retained the servicing rights to these finance receivables and received beneficial interests in the form of asset-backed securities. UACC owns an insignificant portion of these securities and receives an at market servicing fee. The 2022-1 securitization trust is a VIE that the Company does not consolidate. As the servicer, UACC retained the power to direct

the activities that are most significant to the entities, however, the Company concluded that it is not the primary beneficiary of the 2022-1 securitization trust because UACC retained interests in the VIE are insignificant. The beneficial interest retained by UACC included rated notes and unrated residual certificates issued by the 2022-1 securitization trust. During the three months ended March 31, 2022, the Company sold $281.4 million of rated asset-backed securities and $32.3 million of residual certificates through securitization transactions. The total gain related to finance receivables sold pursuant to the 2022-1 securitization transactions was $29.6 million for the three months ended March 31, 2022.

As of March 31, 2023 and December 31, 2022, the assets UACC retains in the unconsolidated VIEs were approximately $8.0 million and $20.6 million, respectively, and are included in "Beneficial interests in securitizations" in the Company's condensed consolidated balance sheet. The beneficial interests in securitizations are subject to restrictions on transfer pursuant to UACC’s obligations as a sponsor under Risk Retention Rules. These securities are interests in securitization trusts, thus there are no contractual maturities.

The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands):


	As of March 31, 2023						As of December 31, 2022
	Aggregate Principal Balance		Carrying Value		Total Exposure		Aggregate Principal Balance		Carrying Value		Total Exposure
Rated notes	$	7,530	$	7,185	$	7,185	$	19,233	$	18,664	$	18,664
Certificates		—		791		791		—		1,928		1,928
Other assets		310		310		310		310		310		310
Total unconsolidated VIEs	$	7,840	$	8,286	$	8,286	$	19,543	$	20,902	$	20,902

Total exposure represents the estimated loss UACC would incur under severe, hypothetical circumstances, such as if the value of the interests in the securitization trusts and any associated collateral declined to zero. The Company believes the possibility of this is remote. As such, the total exposure presented above is not an indication of the Company's expected losses.

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 88,218	$ 83,104
Accumulated depreciation and amortization	(36,791)	(32,903)
Property and equipment, net	51,427	50,201
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	3,543	3,357
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,900	1,896
Logistics fleet
Property Plant And Equipment [Line Items]
Property and equipment, gross	32,537	32,468
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,547	6,577
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	34,371	30,725
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 8,320	$ 8,081

Stock-based Compensation

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

15. 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 March 31, 2023, the Company has registered an additional 11,011,780 shares of the Company's common stock to be issued pursuant to the 2020 Plan. As of March 31, 2023, there were 824,666 shares available for future issuance under the 2020 Plan.

On May 20, 2022, the Company adopted the 2022 Inducement Award Plan (the “Inducement Award Plan”). Awards under the Inducement Award Plan may only be granted to a newly hired employee who has not previously been an employee or a member of the Board or an employee who is being rehired following a bona fide period of non-employment by the Company, in each case as a material inducement to the employee’s entering into employment. An aggregate of 3,000,000 shares of the Company’s common stock are reserved for issuance under the Inducement Award Plan. As of March 31, 2023, there were 2,483,746 shares available for future issuance under the Inducement Award Plan.

Stock Options

The Company recognized $0.2 million and $0.4 million of stock-based compensation expense related to stock options for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had $1.3 million and $1.6 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.8 years and 1.9 years, respectively.

On May 9, 2022 and May 20, 2022, 600,000 stock options having a fair value of $0.83 per share were granted to the CEO and an aggregate of 650,000 stock options having a grant date fair value of $1.14 per share were granted to certain members of key management, respectively. The exercise price of the stock options is $7.50 per share. The stock options vest ratably over a three-year period subject to continued employment through each applicable vesting date.

RSUs

The Company recognized $1.8 million and $3.2 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had $21.1 million and $18.2 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 and 1.9 years, respectively.

On May 9, 2022 and May 20, 2022, 1,200,000 RSUs having a grant date fair value of $1.08 per share were granted to the CEO and an aggregate of 3,190,000 RSUs having a grant date fair value of $1.45 per share were granted to certain members of the management team. On July 25, 2022, 140,000 RSUs having a grant date fair value of $1.64 per share were granted to a member of the management team. The RSUs were issued under the 2020 Plan and will vest on the third anniversary of the grant date, subject to continued employment through that date. The vesting of RSUs will accelerate in one-third increments if the Company's common stock achieves a closing price at or above $7.50 per share for twenty consecutive trading days during the three-year vesting period; a closing price at or above $15.00 per share for twenty consecutive trading days in the second or third years of the vesting period; and a closing price at or above $21.00 per share for twenty consecutive trading days during the third year of the vesting period. As of March 31, 2023, the accelerated vesting conditions were not met.

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.

Variable Interest Entities and Securitizations (Tables)

3 Months Ended

Mar. 31, 2023

Variable Interest Entity, Measure of Activity [Abstract]

Summary of Total Assets and Total Liabilities Associated With Variable Interests in Consolidated VIEs

The following table presents the total assets and total liabilities associated with the Company's variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands):


	As of March 31, 2023
	Securitization Vehicles		Warehouse Facilities1		Total
Current Assets:
Restricted cash	$	38,901	$	9,085	$	47,986
Finance receivables at fair value		11,209		851		12,060
Finance receivables held for sale		—		163,679		163,679
Other assets		4,584		254		4,838
Total Current Assets		54,694		173,869		228,563
Finance receivables at fair value		480,934		27,325		508,259
Total Assets	$	535,628	$	201,194	$	736,822
Current Liabilities:
Current portion of securitization debt	$	261,746	$	—	$	261,746
Warehouse credit facilities		—		124,247		124,247
Total Current Liabilities		261,746		124,247		385,993
Securitization debt, net of current portion		199,198		—		199,198
Other liabilities		2,153		767		2,920
Total Liabilities	$	463,097	$	125,014	$	588,111

	As of December 31, 2022
	Securitization Vehicles		Warehouse Facilities1		Total
Current Assets:
Restricted cash	$	9,023	$	15,654	$	24,677
Finance receivables at fair value		5,336		6,156		11,492
Finance receivables held for sale		—		305,917		305,917
Other assets		797		1,561		2,358
Total Current Assets		15,156		329,288		344,444
Finance receivables at fair value		72,568		47,024		119,592
Total Assets	$	87,724	$	376,312	$	464,036
Current Liabilities:
Current portion of securitization debt	$	47,239	$	—	$	47,239
Warehouse credit facilities		—		229,518		229,518
Total Current Liabilities		47,239		229,518		276,757
Securitization debt, net of current portion		32,590		—		32,590
Other liabilities		90		1,316		1,406
Total Liabilities	$	79,919	$	230,834	$	310,753

1 Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further details of the warehouse facilities.

Summary of Unconsolidated Variable Interest Entities

The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands):


	As of March 31, 2023						As of December 31, 2022
	Aggregate Principal Balance		Carrying Value		Total Exposure		Aggregate Principal Balance		Carrying Value		Total Exposure
Rated notes	$	7,530	$	7,185	$	7,185	$	19,233	$	18,664	$	18,664
Certificates		—		791		791		—		1,928		1,928
Other assets		310		310		310		310		310		310
Total unconsolidated VIEs	$	7,840	$	8,286	$	8,286	$	19,543	$	20,902	$	20,902

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	March 31,			December 31,
	2023			2022
Equipment	$	3,543		$	3,357
Furniture and fixtures		1,900			1,896
Logistics fleet		32,537			32,468
Leasehold improvements		7,547			6,577
Internal-use software		34,371			30,725
Other		8,320			8,081
		88,218			83,104
Accumulated depreciation and amortization		(36,791	)		(32,903	)
Property and equipment, net	$	51,427		$	50,201

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Taxes [Line Items]
Effective tax rate	(0.37%)	(6.96%)
Uncertain tax positions	$ 0		$ 0
Interest accrued in relation to uncertain tax positions	0
Penalties accrued in relation to uncertain tax positions	0
Unitas Holdings Corp.
Income Taxes [Line Items]
Decrease of valuation allowance result from acquisition	$ 23,900,000

Acquisition - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Feb. 01, 2022	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Net income (loss)		$ (75,044)	$ (310,459)
Non-recurring tax adjustment (benefit)			24,100
UACC
Business Acquisition [Line Items]
Business acquisition, date of acquisition	Feb. 01, 2022
Revenues			49,000
Net income (loss)			19,200
Transaction costs			$ 5,700
Percentage of business acquisition rate	100.00%
Fair value of consideration transferred	$ 315,400

- Definition

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

+ References

+ Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Warehouse Credit Facilities of Consolidated VIEs (Tables)

3 Months Ended

Mar. 31, 2023

Line of Credit Facility [Abstract]

Schedule of Terms of the Warehouse Credit Facilities


	Facility One		Facility Two		Facility Three		Facility Four
Execution date	May 30, 2012		November 19, 2013		July 11, 2019		November 18, 2022
Maturity date	July 20, 2024		September 27, 2024		May 24, 2024		December 12, 2024
Aggregate borrowings limit (in thousands)	$	200,000	$	200,000	$	200,000	$	250,000
As of March 31, 2023
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	$	98,314	$	24,472	$	69,069	$	—
Outstanding balance (in thousands)	$	61,400	$	20,600	$	44,200	$	—
Restricted cash (in thousands)	$	4,220	$	1,540	$	3,325	$	—
As of December 31, 2022
Aggregate principal balance of finance receivables pledged as collateral (in thousands)	$	143,919	$	142,503	$	126,636	$	—
Outstanding balance (in thousands)	$	110,602	$	19,615	$	101,435	$	—
Restricted cash (in thousands)	$	8,110	$	2,007	$	5,537	$	—

Long Term Debt - Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	$ 562,060	$ 84,477
Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	492,143	77,904
United Auto Credit 2021-1 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	69,833	84,477
United Auto Credit 2021-1 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	63,371	$ 77,904
United Auto Credit 2022-2 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	195,376
United Auto Credit 2022-2 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	170,618
United Auto Credit 2023-1 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	296,851
United Auto Credit 2023-1 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	$ 258,154

Acquisition

3 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

Acquisition

5. Acquisitions

UACC Acquisition

On February 1, 2022, the Company completed the acquisition (the "UACC Acquisition") of 100% of Unitas Holdings Corp., a Delaware corporation, including its wholly owned subsidiaries United PanAm Financial Corp. and UACC. Unitas Holdings Corp. (now known as Vroom Finance Corporation), United PanAm Financial Corp. (now known as Vroom Automotive Financial Corporation) and UACC, as well as their other subsidiaries, are now wholly owned subsidiaries of the Company. This acquisition accelerates the Company's strategy of establishing a captive financing arm and underwriting vehicle financing for its customers, the results of which are included within the Ecommerce reporting segment. UACC will also continue its current operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts, which constitutes the separate Retail Financing reporting segment. The cash consideration transferred was approximately $315.4 million at the Acquisition Date, inclusive of immaterial measurement period adjustments.


	Fair Value
Cash and cash equivalents	$	5,294
Restricted cash		42,631
Finance receivables at fair value		296,927
Finance receivables, held for sale		263,393
Intangible assets		156,000
Goodwill		42,886
Other assets		25,934
Total assets acquired	$	833,065
Warehouse credit facilities		(178,067	)
Long term debt		(285,704	)
Deferred tax liability		(23,855	)
Other liabilities		(30,026	)
Total liabilities assumed	$	(517,652	)
Net assets acquired	$	315,413

The estimated fair value of the finance receivables that were designated as held for sale were determined using the discounted cash flow method under the income approach. The Company determined the fair value of these finance receivables utilizing sales prices based on an estimated securitization transaction, adjusted for transaction costs, risk and a normal profit margin associated with securitization transactions. The significant assumptions used in the valuation were discount rate, prepayment rate, cumulative net losses, weighted average interest rate and recovery rate. Such fair value measurement of finance receivables held for sale is considered Level 3 of the fair value hierarchy.

The Company acquired two types of finance receivables that are accounted for under the fair value option: (i) those that were sold in one of the securitization transactions that UACC completed in 2019, 2020 or 2021, and (ii) those that were not eligible to be sold in future securitization transactions. The estimated fair value of the finance receivables that were previously sold were valued using the measurement alternative by reference to the fair value of the securitization debt. See Note 16 – Financial Instruments and Fair Value Measurements for more information regarding the measurement alternative and the fair value of these finance receivables. The fair value of the ineligible finance receivables was determined using a discounted cash flow method under the income approach. The significant assumptions used in the valuation were discount rate and recovery rate. Such fair value measurement of finance receivables accounted for under the fair value option is considered Level 3 of the fair value hierarchy.

The estimated fair value of the securitization debt of consolidated VIEs was determined using the discounted cash flow method under the income approach. The significant assumption used in the valuation was the yield. Such fair value measurement of securitization debt is considered Level 3 of the fair value hierarchy.

The estimated fair value of the warehouse credit facilities of consolidated VIEs approximated its carrying value due to the proximity of the Acquisition Date to the payoff date. These notes were acquired on February 1, 2022, as part of the UACC Acquisition and were paid off with the proceeds from the 2022-1 securitization transaction that UACC completed on February 16, 2022.

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 as well as benefits related to integrating UACC’s financing operations to establish a captive financing arm and underwrite vehicle financing for the Company's customers. All of the goodwill was assigned to the Ecommerce reporting unit.

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

Purchased technology represents the fair value of UACC’s proprietary technology used to support all aspects of their business including underwriting, servicing, and risk management. The estimated fair value of the purchased technology was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the purchased technology, including the revenue growth rates, the royalty rate, the obsolescence factor and the discount rate.

Customer relationships represents UACC's relationship with its network of dealer customers. UACC has expertise in the non-prime credit dealer market serving as the key link between independent dealerships and consumers. UACC has developed expertise and robust relationships in the independent dealer market as demonstrated by its active dealership network. The estimated fair value of the customer relationships was determined using a multi-period excess earnings method under the income approach. The significant assumptions used in the multi-period excess earnings method include estimates about future expected cash flows from the customer relationships, including pre-tax income margins and the discount rate.

Trade name represents the value of the UACC trade name. The UACC brand is an important factor in the marketing of UACC’s services to prospective dealership customers. The fair value of the trade name acquired was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include future expected cash flows from the trade name, the royalty rate, and the discount rate.

The fair values assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, as well as the liabilities assumed was final as of December 31, 2022.

The transaction costs associated with the UACC Acquisition were $5.7 million for the three months ended March 31, 2022, and are included within "Selling, general and administrative expenses" in the condensed consolidated statement of operations.

The aggregate revenue and net income of UACC consolidated into the Company’s financial statements from the date of the acquisition was $49.0 million and $19.2 million for the three months ended March 31, 2022, respectively.

Unaudited Pro Forma Information

The unaudited pro forma financial information in the table below summarizes the combined results of the Company and UACC, as though the companies had been combined on January 1, 2021. The pro forma adjustments include incremental amortization of intangible assets and a non-recurring tax adjustment of $24.1 million for the three months ended March 31, 2022. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021 or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings. The pro forma information for the three months ended March 31, 2022 is as follows:


	Three months ended March 31,
	2022
Total revenue	$	939,246
Net loss	$	(322,650	)

Long Term Debt (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt Instruments


	March 31,		December 31,
	2023		2022
Current portion of securitization debt of consolidated VIEs	$	261,746	$	47,239
Convertible senior notes		345,147		359,254
Securitization debt of consolidated VIEs, net of current portion		199,198		32,590
Junior subordinated debentures		10,310		10,310
Long term debt, net of current portion	$	554,655	$	402,154
Total debt	$	816,401	$	449,393

Schedule of Securitization Debt of Consolidated VIEs


As of March 31, 2023
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2021-1-C	June 10, 2026	$	29,640	0.84	%	$	4,345	$	4,340
United Auto Credit 2021-1-D	June 10, 2026		29,380	1.14	%		29,380		28,789
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		20,012
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,398
United Auto Credit 2022-2-A	April 10, 2025		119,140	4.39	%		51,537		51,336
United Auto Credit 2022-2-B	December 10, 2025		30,324	5.41	%		30,324		30,039
United Auto Credit 2022-2-C	May 10, 2027		26,534	5.81	%		26,534		26,069
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,590
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		33,440		31,975
United Auto Credit 2023-1-A	July 10, 2025		118,598	5.57	%		97,228		97,159
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		51,157		50,825
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,009
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		35,150
Total rated notes		$	574,791			$	460,523	$	454,691
United Auto Credit 2022-2-R	n/a	n/a		n/a		n/a			6,253
Total rated notes and residual		$	574,791			$	460,523	$	460,944


As of December 31, 2022
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2021-1-C	June 10, 2026	$	29,640	0.84	%	$	18,466	$	18,322
United Auto Credit 2021-1-D	June 10, 2026		29,380	1.14	%		29,380		28,481
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		19,685
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,341
		$	93,730			$	82,556	$	79,829

Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt

The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands):


	As of March 31,				As of December 31,
	2023				2022
	Aggregate Principal Balance		Fair Value		Aggregate Principal Balance		Fair Value
United Auto Credit 2021-1	$	69,833	$	63,371	$	84,477	$	77,904
United Auto Credit 2022-2		195,376		170,618		—		—
United Auto Credit 2023-1		296,851		258,154		—		—
Total finance receivables of CFEs	$	562,060	$	492,143	$	84,477	$	77,904

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Use of Estimates

Comprehensive Loss

Restricted Cash

Finance Receivables

The Company's finance receivables are generally secured by the vehicles being financed.

Finance Receivables at Fair Value

Consolidated CFEs


	Three Months Ended March 31,
	2023			2022
Finance revenue	$	14,919		$	10,884
Product revenue	$	2,331		$	—
Finance cost of sales	$	(3,499	)	$	(845	)
Product cost of sales	$	(898	)	$	—
Other loss, net	$	(8,675	)	$	(12,008	)

Business Combinations

Advertising

Shipping and Handling

Concentration of Credit Risk and Significant Customers

Liquidity

As of March 31, 2023, the Company had cash and cash equivalents of $316.7 million and restricted cash of $72.0 million. The primary source of liquidity is cash generated through financing activities.

Accounting Standards Adopted

Financial Instruments and Fair Value Measurements - Summary of Other Relevant Data Related to Debt of Securitized VIEs Carried at Fair Value (Details) - Securitization Debt of Consolidated VIEs - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Rated Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate unpaid principal balance of rated notes of securitized VIEs	$ 460,523	$ 82,556
Aggregate fair value of securitized VIEs	454,691	$ 79,829
Residual Securitized VIEs
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate fair value of securitized VIEs	$ 6,253

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

20. Net Loss Per Share

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


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2023			2022
Net loss	$	(75,044	)	$	(310,459	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		138,530,884			137,259,629
Net loss per share attributable to common stockholders, basic and diluted	$	(0.54	)	$	(2.26	)

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


	As of March 31,
	2023		2022
Convertible senior notes		6,266,077		11,158,722
Stock options		2,788,624		3,814,755
Restricted stock units		15,320,430		2,398,593
Total		24,375,131		17,372,070

Summary of Significant Accounting Policies - Schedule of Company Recognized in Condensed Consolidated Statements of Operations Associated with CEFs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policy [Line Items]
Total revenue	$ 196,467	$ 923,775
Cost of sales	(157,662)	(842,135)
Other loss, net	11,240	12,358
Consolidated VIEs
Accounting Policy [Line Items]
Other loss, net	(8,675)	(12,008)
Finance [Member]
Accounting Policy [Line Items]
Total revenue	31,988	47,687
Cost of sales	(6,214)	(2,724)
Finance [Member] \| Consolidated VIEs
Accounting Policy [Line Items]
Total revenue	14,919	10,884
Cost of sales	(3,499)	(845)
Product [Member]
Accounting Policy [Line Items]
Total revenue	11,500	$ 24,449
Cost of sales	(897)
Product [Member] \| Consolidated VIEs
Accounting Policy [Line Items]
Total revenue	2,331
Cost of sales	$ (898)

- Definition

+ References

+ Details

Long Term Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Current portion of securitization debt of consolidated VIEs	$ 261,746	$ 47,239
Long term debt, net of current portion	554,655	402,154
Total debt	816,401	449,393
Convertible Senior Notes
Debt Instrument [Line Items]
Long term debt, net of current portion	345,147	359,254
Securitization Debt of Consolidated VIEs
Debt Instrument [Line Items]
Long term debt, net of current portion	199,198	32,590
Junior Subordinated Debentures
Debt Instrument [Line Items]
Long term debt, net of current portion	$ 10,310	$ 10,310

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. 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 Company filed a motion to dismiss all claims, and briefing of this motion is complete. The Company believes this lawsuit is 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.

In August 2021, November 2021, January 2022, and February 2022, various Company stockholders filed purported shareholder derivative lawsuits 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 violations of the federal securities laws and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. All four lawsuits have been consolidated under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, and the court has approved the parties’ stipulation that the cases would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. All four derivative suits remain in preliminary stages and there have been no substantive developments in any matter.

In April 2022, one of the Company’s stockholders filed a purported shareholder derivative lawsuit on behalf of the Company in the U.S. District Court for the District of Delaware against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities law and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. The case is captioned Godlu v. Hennessy et al., Case No. 22-cv-569, and the court has approved the parties’ stipulation that the case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. This lawsuit remains in preliminary stages and there have been no substantive developments.

In April 2022, the Attorney General of Texas filed a petition on behalf of the State of Texas in the District Court of Travis County, Texas against the Company, alleging violation of the Texas Deceptive Trade Practices − Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq., based on alleged deficiencies and other issues in the Company’s marketing of used vehicles and fulfilment of customer orders, including the titling and registration of sold vehicles. According to the petition, 80% of the customer complaints referenced in the petition were received in the 12 months prior to April 2022. The petition is captioned State of Texas v. Vroom Automotive LLC, and Vroom Inc., Case No. D-1-GN-001809. Vroom Automotive, LLC and the Attorney General of the State of Texas have agreed to a temporary injunction in which Vroom Automotive, LLC agrees to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform. Vroom continues to work cooperatively with the office of the Attorney General of the State of Texas towards a resolution. Because the case is at an early stage and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, the Company cannot determine at present whether any potential liability would have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

In July 2022 and August 2022, respectively, certain plaintiffs filed two putative class action lawsuits in the District Court of Cleveland County, Oklahoma and the New York State Supreme Court, respectively, against Vroom, Inc., and Vroom Automotive LLC as defendants, alleging, among other things, deficiencies in Vroom’s titling and registration of sold vehicles: Blake Sonne, individually and on behalf of all others similar situated, v. Vroom Automotive, LLC and Vroom, Inc., No. CJ-2022-822 and Emely Reyes Martinez, on behalf of all others similarly situated, v. Vroom Automotive, LLC and Vroom Inc., No. 652684/2022. The Company removed the cases to the U.S. District Court for the Western District of Oklahoma (Case No. 22-cv-761) and the U.S. District Court for the Southern District of New York (Case No. 22-cv-7631), respectively, and has filed motions to compel arbitration of all claims in both cases. Because these cases are at early stages and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, the Company cannot determine at present whether any potential liability would have a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators relating to increased customer complaints concerning the same or similar matters alleged in the State of Texas petition. These regulatory matters could continue to progress into legal proceedings as well as enforcement actions. The Company has incurred fines in certain states and could continue to incur fines, penalties, restitution, or alterations in the Company's business practices, which in turn, could lead to increased business expenses, additional limitations on the Company's business activities and further reputational damage, although to date such expenses have not had a material adverse effect on the Company’s financial condition, cash flows, or results of operations.

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.

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivable fair value on non-recurring basis	$ 9,600	$ 22,400
Level 3 \| 2022-2 Securitization Transaction
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables	180,700
Level 3 \| 2023-1 Securitization Transaction
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables held for sale, Fair Value	248,100
Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets	727,099	356,453
Financial liabilities	460,944	79,829
Fair Value, Recurring \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets	$ 536,270	$ 153,174

Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 190,300	$ 190,300
Accumulated Amortization	(38,145)	(31,390)
Carrying Value	152,155	158,910
Developed and Purchased Technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	108,700	108,700
Accumulated Amortization	(25,302)	(21,053)
Carrying Value	83,398	87,647
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	69,400	69,400
Accumulated Amortization	(10,830)	(8,661)
Carrying Value	58,570	60,739
Trademarks and Trade names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	12,200	12,200
Accumulated Amortization	(2,013)	(1,676)
Carrying Value	$ 10,187	$ 10,524

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss	$ (75,044)	$ (310,459)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic	138,530,884	137,259,629
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted	138,530,884	137,259,629
Net loss per share attributable to common stockholders, basic	$ (0.54)	$ (2.26)
Net loss per share attributable to common stockholders, diluted	$ (0.54)	$ (2.26)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

+ References

+ Details

Acquisition - Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful (Details) - UACC $ in Thousands	Feb. 01, 2022 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 156,000
Trade Name
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 7,000
Weighted Average Useful Life	10 years
Purchased Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 83,000
Weighted Average Useful Life	7 years
Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 66,000
Weighted Average Useful Life	8 years