0000950170-24-125412 | 10-Q | XBRL Viewer

Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

7. Intangible Assets

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


	September 30, 2024							December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed and purchased technology	$	108,700	$	(50,798	)	$	57,902	$	108,700	$	(38,050	)	$	70,650
Customer relationships		69,400		(23,842	)		45,558		69,400		(17,336	)		52,064
Trademarks and trade names		12,200		(4,035	)		8,165		12,200		(3,022	)		9,178
Total intangible assets	$	190,300	$	(78,675	)	$	111,625	$	190,300	$	(58,408	)	$	131,892

Amortization expense for intangible assets was $6.8 million and $6.8 million for the three months ended September 30, 2024 and 2023, respectively, and $20.3 million and $20.3 million for the nine months ended September 30, 2024 and 2023, respectively.

The estimated amortization expense for intangible assets subsequent to September 30, 2024, consists of the following (in thousands):


Year Ending December 31:
For remainder of 2024	$	6,756
2025		27,022
2026		21,979
2027		21,882
2028		21,882
Thereafter		12,104
	$	111,625

Income Taxes	9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	16. Income Taxes The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that 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 from continuing operations for the three months ended September 30, 2024 and 2023 was (0.33)% and (0.34)%, respectively. The Company’s effective tax rate from continuing operations for the nine months ended September 30, 2024 and 2023 was (0.39)% and (0.79)%, respectively. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2017 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 limit the use of the net operating losses generated before the change in control. The Company has not identified any uncertain tax positions as of September 30, 2024 or December 31, 2023. 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 evaluated the provisions included under the IRA and the provisions do not have a material impact to the Company's condensed consolidated financial statements.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that 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 from continuing operations for the three months ended September 30, 2024 and 2023 was (0.33)% and (0.34)%, respectively. The Company’s effective tax rate from continuing operations for the nine months ended September 30, 2024 and 2023 was (0.39)% and (0.79)%, respectively.

The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2017 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 limit the use of the net operating losses generated before the change in control.

The Company has not identified any uncertain tax positions as of September 30, 2024 or December 31, 2023. 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 evaluated the provisions included under the IRA and the provisions do not have a material impact to the Company's condensed consolidated financial statements.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 17
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
For remainder of 2024	$ 6,756
2025	27,022
2026	21,979
2027	21,882
2028	21,882
Thereafter	12,104
Carrying Value	$ 111,625	$ 131,892

Long Term Debt - Schedule of Securitization Debt of Consolidated VIEs (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized debt issuance costs	$ 2,854
Net carrying value	$ 242,295
United Auto Credit 2021-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date		Jun. 10, 2026
Initial Principal		$ 29,380
Contractual Interest Rate		1.14%
Outstanding Principal		$ 3,246
Fair Value		$ 3,235
United Auto Credit 2021-1-E
Debt Instrument [Line Items]
Final Scheduled Payment Date		Jun. 10, 2026
Initial Principal		$ 20,800
Contractual Interest Rate		2.58%
Outstanding Principal		$ 20,800
Fair Value		$ 20,540
United Auto Credit 2021-1-F
Debt Instrument [Line Items]
Final Scheduled Payment Date		Sep. 10, 2027
Initial Principal		$ 13,910
Contractual Interest Rate		4.30%
Outstanding Principal		$ 13,910
Fair Value		$ 13,644
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		$ 28,786
Fair Value		$ 28,745
United Auto Credit 2022-2-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	May 10, 2027	May 10, 2027
Initial Principal	$ 26,533	$ 26,533
Contractual Interest Rate	5.81%	5.81%
Outstanding Principal	$ 14,774	$ 26,533
Fair Value	$ 14,778	$ 26,331
United Auto Credit 2022-2-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jan. 10, 2028	Jan. 10, 2028
Initial Principal	$ 32,889	$ 32,889
Contractual Interest Rate	6.84%	6.84%
Outstanding Principal	$ 32,889	$ 32,889
Fair Value	$ 32,813	$ 32,642
United Auto Credit 2022-2-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Apr. 10, 2029	Apr. 10, 2029
Initial Principal	$ 33,440	$ 33,440
Contractual Interest Rate	10.00%	10.00%
Outstanding Principal	$ 28,440	$ 33,440
Fair Value	$ 16,925	$ 29,691
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		$ 15,089
Fair Value		$ 15,083
United Auto Credit 2023-1-B
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028	Jul. 10, 2028
Initial Principal	$ 51,157	$ 51,157
Contractual Interest Rate	5.91%	5.91%
Outstanding Principal	$ 9,604	$ 51,157
Fair Value	$ 9,604	$ 51,019
United Auto Credit 2023-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028	Jul. 10, 2028
Initial Principal	$ 33,326	$ 33,326
Contractual Interest Rate	6.28%	6.28%
Outstanding Principal	$ 33,326	$ 33,326
Fair Value	$ 33,346	$ 33,199
United Auto Credit 2023-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2028	Jul. 10, 2028
Initial Principal	$ 35,653	$ 35,653
Contractual Interest Rate	8.00%	8.00%
Outstanding Principal	$ 35,653	$ 35,653
Fair Value	$ 36,366	$ 36,152
United Auto Credit 2023-1-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Sep. 10, 2029	Sep. 10, 2029
Initial Principal	$ 23,256	$ 23,256
Contractual Interest Rate	10.98%	10.98%
Outstanding Principal	$ 23,256	$ 23,256
Fair Value	$ 23,884	23,814
United Auto Credit 2024-1-A
Debt Instrument [Line Items]
Final Scheduled Payment Date	Aug. 10, 2026
Initial Principal	$ 132,340
Contractual Interest Rate	6.17%
Outstanding Principal	$ 77,489
United Auto Credit 2024-1-B
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jun. 10, 2027
Initial Principal	$ 42,770
Contractual Interest Rate	6.57%
Outstanding Principal	$ 42,770
United Auto Credit 2024-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Oct. 10, 2029
Initial Principal	$ 35,190
Contractual Interest Rate	7.06%
Outstanding Principal	$ 35,190
United Auto Credit 2024-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Nov. 12, 2029
Initial Principal	$ 52,160
Contractual Interest Rate	8.30%
Outstanding Principal	$ 52,160
United Auto Credit 2024-1-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Nov. 12, 2030
Initial Principal	$ 37,540
Contractual Interest Rate	10.45%
Outstanding Principal	$ 37,540
Total Rated Notes
Debt Instrument [Line Items]
Initial Principal		449,266
Outstanding Principal		318,085
Fair Value		$ 314,095
Total Rated Notes At Fair Value
Debt Instrument [Line Items]
Initial Principal	236,254
Outstanding Principal	177,942
Fair Value	167,716
Total Rated Notes At Amortized Cost
Debt Instrument [Line Items]
Initial Principal	300,000
Outstanding Principal	$ 245,149

Revised Consolidated Financial Statements Information - Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses									$ 0
Depreciation and amortization	$ 7,105			$ 7,298			$ 21,963	$ 21,720
Impairment charges	2,407						5,159
Loss from operations									0
Gain on debt extinguishment								19,640
Interest income	50,213			47,579			153,152	128,942
Interest income				47,579				128,942	178,482	$ 91,671
Total interest expense				11,638				28,721	41,893	9,508
Net interest income	34,866			35,941			108,484	100,221	136,589	82,163
Realized (gain) on sale of finance receivables										44,481
Realized and unrealized losses, net of recoveries	38,346			37,258			87,894	76,173	122,541	(54,761)
Net Interest Income After Losses and Recoveries	(3,480)			(1,317)			20,590	24,048	14,048	71,883
Total noninterest (loss) income	10,721			7,631			17,880	48,759	75,126	208,983
Total expenses	44,861			40,936			139,603	130,024	173,629	179,965
Loss from continuing operations before provision for income taxes	(37,620)			(34,622)			(101,133)	(57,217)	(84,455)	100,901
Provision (benefit) for income taxes	124			117			393	453	123	(19,680)
Net loss							(101,526)	(57,670)
Net loss from continuing operations				(34,739)				(57,670)	(84,578)	120,581
Net loss from discontinued operations				(47,988)				(165,838)	(280,033)	(571,045)
Net loss	$ (39,743)	$ (21,188)	$ (67,617)	$ (82,727)	$ (66,039)	$ (74,741)	$ (128,550)	$ (223,508)	$ (364,611)	$ (450,464)
Net loss per share attributable to common stockholders, continuing operations, basic	$ (20.88)			$ (19.89)			$ (56.38)	$ (33.16)	$ (48.52)	$ 69.95
Net loss per share attributable to common stockholders, continuing operations, diluted	(20.88)			(19.89)			(56.38)	(33.16)	(48.52)	69.95
Net loss per share attributable to common stockholders, Discontinued operations, basic	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Net loss per share attributable to common stockholders, Discontinued operations, diluted	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Total net loss per share attributable to common stockholders, basic	(21.99)			(47.38)			(71.39)	(128.52)	(209.17)	(261.31)
Total net loss per share attributable to common stockholders, diluted	$ (21.99)			$ (47.38)			$ (71.39)	$ (128.52)	$ (209.17)	$ (261.31)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenue				$ 235,634				$ 657,279	$ 893,203	$ 1,948,901
Cost of sales				187,540				524,379	731,256	1,704,114
Total gross profit				48,094				132,900	161,947	244,787
Selling, general and administrative expenses				79,586				263,078	340,657	566,387
Depreciation and amortization				11,010				31,845	42,769	38,290
Impairment charges								1,353	48,748	211,873
Loss from operations				(42,502)				(163,376)	(270,227)	(571,763)
Gain on debt extinguishment								(19,640)	(37,878)	(164,684)
Interest expense				12,058				30,915	45,445	40,693
Interest income				5,506				16,369	21,158	19,363
Other loss (income), net				33,543				65,019	108,289	43,181
Loss from continuing operations before provision for income taxes				(82,597)				(223,301)	(364,925)	(471,590)
Provision (benefit) for income taxes				260				918	615	(19,680)
Net loss				$ (82,857)				$ (224,219)	$ (365,540)	$ (451,910)
Total net loss per share attributable to common stockholders, basic				$ (47.45)				$ (128.93)	$ (209.7)	$ (262.15)
Total net loss per share attributable to common stockholders, diluted				$ (47.45)				$ (128.93)	$ (209.7)	$ (262.15)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic				1,746,154				1,739,042	1,743,128	1,723,843
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted				1,746,154				1,739,042	1,743,128	1,723,843
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses				$ (130)				$ (711)	$ (929)	$ (1,447)
Loss from operations				130				711	929	1,447
Loss from continuing operations before provision for income taxes				130				711	929	1,447
Net loss				130				711	929	1,447
Presentation Reclasses
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenue				(52,668)				(149,566)	(205,988)	(174,631)
Cost of sales				(10,493)				(28,443)	(39,219)	(17,774)
Total gross profit				(42,175)				(121,123)	(166,769)	(156,857)
Selling, general and administrative expenses				(30,847)				(101,524)	(133,751)	(139,955)
Depreciation and amortization				(7,298)				(21,720)	(29,113)	(27,070)
Loss from operations				(4,030)				2,121	(3,905)	10,168
Gain on debt extinguishment								19,640	37,878	164,684
Interest expense				(7,114)				(16,737)	(25,889)	(13,862)
Interest income				2,004				7,019	7,940	3,429
Other loss (income), net				(33,543)				(65,019)	(108,289)	(43,181)
Interest income				47,579				128,942	178,482	91,671
Total interest expense				11,638				28,721	41,893	9,508
Net interest income				35,941				100,221	136,589	82,163
Realized (gain) on sale of finance receivables										(44,481)
Realized and unrealized losses, net of recoveries				37,258				76,173	122,541	(54,761)
Net Interest Income After Losses and Recoveries				(1,317)				24,048	14,048	71,883
Total noninterest (loss) income				7,631				48,759	75,126	208,983
Total expenses				40,936				130,024	173,629	179,965
Loss from continuing operations before provision for income taxes				(34,622)				(57,217)	(84,455)	100,901
Discontinued Operations
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Total revenue				(182,965)				(507,712)	(687,215)	(1,774,270)
Cost of sales				(177,047)				(495,936)	(692,037)	(1,686,340)
Total gross profit				(5,918)				(11,776)	4,822	(87,930)
Selling, general and administrative expenses				48,609				160,843	205,977	424,985
Depreciation and amortization				3,712				10,125	13,656	11,220
Impairment charges								(1,353)	(48,748)	(211,873)
Loss from operations				46,403				160,545	273,203	560,148
Interest expense				(4,944)				(14,178)	(19,556)	(26,831)
Interest income				3,502				9,350	13,218	15,934
Loss from continuing operations before provision for income taxes				47,845				165,373	279,541	$ 571,045
Provision (benefit) for income taxes				$ (143)				$ (465)	$ (492)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Operating activities
Net loss from continuing operations		$ (101,526)	$ (57,670)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment charges	$ 2,407	5,159
Profit share receivable		10,899
Gain on debt extinguishment			(19,640)
Depreciation and amortization		21,963	21,720
Amortization of debt issuance costs		3,312	2,480
Losses on finance receivables and securitization debt, net		109,992	80,246
Stock-based compensation expense		4,949	5,126
Provision to record finance receivables held for sale at lower of cost or fair value		(3,586)	4,375
Amortization of unearned discounts on finance receivables at fair value		(12,674)	(20,273)
Other, net		(3,846)	(12,871)
Changes in operating assets and liabilities:
Originations of finance receivables held for sale		(322,967)	(420,793)
Principal payments received on finance receivables held for sale		133,920	71,906
Other		1,243	(868)
Interest receivable		460	(5,367)
Other assets		8,395	1,629
Other liabilities		(9,847)	(6,826)
Net cash used in operating activities from continuing operations		(154,154)	(356,826)
Net cash provided by (used in) operating activities from discontinued operations		79,257	(68,805)
Net cash used in operating activities		(74,897)	(425,631)
Investing activities
Purchases of finance receivables, held for investment at fair value			(3,392)
Principal payments received on finance receivables, held for investment at fair value		92,217	136,644
Consolidation of VIEs			11,409
Principal payments received on beneficial interests		1,953	4,334
Purchase of property and equipment		(2,111)	(1,926)
Net cash provided by investing activities from continuing operations		92,059	147,069
Net cash provided by (used in) investing activities from discontinued operations		15,908	(9,627)
Net cash provided by investing activities		107,967	137,442
Financing activities
Proceeds from borrowings under secured financing agreements		296,145	261,991
Principal repayment under secured financing agreements		(194,746)	(159,384)
Proceeds from financing of beneficial interests in securitizations		15,821	24,506
Principal repayments of financing of beneficial interests in securitizations		(9,958)	(5,699)
Proceeds from warehouse credit facilities		257,200	332,700
Repayments of warehouse credit facilities		(356,656)	(269,698)
Repurchases of convertible senior notes			(13,194)
Other financing activities		(356)	(1,462)
Net cash provided by financing activities from continuing operations		7,450	169,760
Net cash used in financing activities from discontinued operations		(151,178)	(64,502)
Net cash (used in) provided by financing activities		(143,728)	105,258
Net decrease in cash, cash equivalents and restricted cash		(110,658)	(182,931)
Cash, cash equivalents and restricted cash at the beginning of period		208,819	472,010	$ 472,010
Cash, cash equivalents and restricted cash at the end of period	$ 98,161	98,161	289,079	$ 208,819
Supplemental disclosure of cash flow information:
Cash paid for interest		43,669	26,746
Cash paid for income taxes		$ 351	5,153
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

Stock-based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

13. Stock-based Compensation

On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 37,739 shares of the Company’s common stock, (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030 of up to 4% of the shares of common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year, 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 September 30, 2024, the Company has registered an additional 264,299 shares of the Company's common stock to be issued pursuant to the 2020 Plan.

Effective as of June 13, 2024, the stockholders approved an amendment to the 2020 Plan to increase the number of authorized shares by 350,000 shares. As of September 30, 2024, there were 455,348 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 37,500 shares of the Company’s common stock are reserved for issuance under the Inducement Award Plan. As of September 30, 2024, there were 32,436 shares available for future issuance under the Inducement Award Plan.

RSUs

The Company recognized $1.2 million and $1.8 million of stock-based compensation expense related to RSUs for the three months ended September 30, 2024 and 2023, respectively and $4.9 million and $5.1 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the Company had $2.1 million and $4.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 0.8 and 1.1 years, respectively.

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 and certain other “good leaver” circumstances.

Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Other Liabilities Disclosure [Abstract]
Warranty and GAP liabilities	$ 17,792	$ 21,279
Dealer related liabilities	4,506	6,934
Accrued compensation and benefits	11,155	8,923
Accrued professional services	798	2,542
Accrued software and IT costs	571	1,011
Interest payable	4,781	4,183
Insurance payable	365	2,142
Other	11,506	14,307
Total other liabilities	$ 51,474	$ 61,321

Warehouse Credit Facilities of Consolidated VIEs (Tables)

9 Months Ended

Sep. 30, 2024

Line of Credit Facility [Abstract]

Schedule of Terms of the Warehouse Credit Facilities

The terms of the Warehouse Credit Facilities include the following (in thousands):


	Facility One		Facility Two		Facility Three		Facility Four
Execution date	May 30, 2012		November 19, 2013		July 11, 2019		November 18, 2022
Commitment termination date	July 21, 2025		June 2, 2025		August 29, 2025		September 12, 2025
Aggregate borrowings limit	$	200,000	$	200,000	$	200,000	$	225,000
As of September 30, 2024
Aggregate principal balance of finance receivables pledged as collateral	$	—	$	87,508	$	152,172	$	162,435
Outstanding balance	$	—	$	68,689	$	123,331	$	129,792
Restricted cash	$	—	$	3,196	$	6,422	$	6,143
As of December 31, 2023
Aggregate principal balance of finance receivables pledged as collateral	$	223,207	$	64,970	$	165,927	$	92,978
Outstanding balance	$	177,375	$	51,012	$	117,264	$	75,617
Restricted cash	$	8,961	$	2,550	$	6,485	$	2,692

Financial Instruments and Fair Value Measurements - Summary of Gains or Losses Recorded Related to Eligible Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Total net loss included in "Realized and unrealized losses, net of recoveries"	$ 17,815	$ 25,703	$ 45,781	$ 49,836
Fair Value, Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (Loss) on Investments	Gain (Loss) on Investments	Gain (Loss) on Investments	Gain (Loss) on Investments
Debt of securitized VIEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Liabilities Gain (Loss)	$ (2,567)	$ 335	$ (7,053)	$ (6,916)
Finance Receivables of CFEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	16,689	23,103	43,233	54,987
Finance Receivables at Fair Value
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	3,758	2,027	9,758	605
Beneficial Interests in Securitizations
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	$ (65)	$ 238	$ (157)	$ 1,160

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands				3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 13, 2024	May 20, 2022	May 28, 2020	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares registered for future issuance				264,299		264,299
Stock-based compensation expense				$ 1,244	$ 1,779	$ 5,014	$ 5,126
2020 Incentive Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for future issuance				455,348		455,348
Additional shares authorised	350,000
2020 Incentive Award Plan \| Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance			37,739
Percentage of shares of common stock outstanding as-converted basis			4.00%
Inducement Award Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Company's common stock shares reserved for issuance		37,500
Shares available for future issuance				32,436		32,436
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award acceleration period						12 months
Stock-based compensation expense				$ 1,200	$ 1,800	$ 4,900	$ 5,100
Unrecognized stock-based compensation expense				$ 2,100		$ 2,100		$ 4,500
Unrecognized stock-based compensation weighted-average period						9 months 18 days		1 year 1 month 6 days

Long Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long Term Debt

10. Long Term Debt

Debt instruments, excluding warehouse credit facilities of consolidated VIEs, which are discussed in Note 9 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands):


	September 30,		December 31,
	2024		2023
Convertible senior notes	$	287,926	$	286,800
Securitization debt of consolidated VIEs at fair value		167,716		314,095
Securitization debt of consolidated VIEs at amortized cost		242,295		—
Financing of beneficial interest in securitizations		21,125		15,378
Junior subordinated debentures		10,310		10,310
Total debt	$	729,372	$	626,583

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.

On November 12, 2024, the Company announced its entry into the RSA and its intention to commence the Prepackaged Chapter 11 Case. The RSA contemplates and the Plan proposes that, upon effectiveness, each holder of an Allowed Unsecured Notes Claim (as defined therein) will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed Unsecured Notes Claim, its pro rata share of 92.94% of the New Common Stock (subject to dilution by the New Warrants, the MIP, and the Post-Effective Date Equity Awards, all terms as defined therein). On the effective date, all notes, instruments, certificates, and other documents evidencing Unsecured Notes Claims will be canceled and/or updated to record such cancellation and the obligations of the Debtor thereunder or in any way related thereto will be deemed satisfied in full and discharged. As discussed herein, the consummation of the Plan is subject to numerous conditions and the Plan may not be consummated, including if the Prepackaged Chapter 11 Case is not commenced for any reason.

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 0.2232 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $4,480.29 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 and nine months ended September 30, 2024, the conditions allowing holders of the Notes to convert were not met.

During the nine months ended September 30, 2023, the Company repurchased $32.8 million in aggregate principal amount of the Notes, net of deferred issuance costs, for $13.2 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $19.6 million for the nine months ended September 30, 2023

The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of September 30, 2024, the unamortized debt discount and debt issuance costs was $2.6 million and the net carrying value was $287.9 million. As of December 31, 2023, the unamortized debt discount and debt issuance costs was $3.7 million and the net carrying value was $286.8 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 was $0.9 million and $1.1 million for the three months ended September 30, 2024 and 2023, respectively, and $2.8 million and $3.3 million for the nine months ended September 30, 2024 and 2023, 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 2022-2 and 2023-1 securitization debt under the fair value option using the measurement alternative. Fair value adjustments are recorded in "Realized and unrealized losses, net of recoveries" in the condensed consolidated statements of operations. Refer to Note 14 – Financial Instruments and Fair Value Measurements. The 2024-1 securitization debt is measured at amortized cost. For the 2022-2, 2023-1 and 2024-1 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 2023-1 and 2024-1 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. In the first quarter of 2023, UACC waived its servicing fees related to the 2022-2 securitization and subsequently consolidated the 2022-2 trust. 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 $30.4 million and $28.5 million as of September 30, 2024 and December 31, 2023, 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 "Long-term debt" on the condensed consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands):


As of September 30, 2024
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2022-2-C	May 10, 2027	$	26,533	5.81	%	$	14,774	$	14,778
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,813
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		28,440		16,925
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		9,604		9,604
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,346
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		36,366
United Auto Credit 2023-1-E	September 10, 2029		23,256	10.98	%		23,256		23,884
Total rated notes at fair value		$	236,254			$	177,942	$	167,716

United Auto Credit 2024-1-A	August 10, 2026	$	132,340	6.17	%	$	77,489
United Auto Credit 2024-1-B	June 10, 2027		42,770	6.57	%		42,770
United Auto Credit 2024-1-C	October 10, 2029		35,190	7.06	%		35,190
United Auto Credit 2024-1-D	November 12, 2029		52,160	8.30	%		52,160
United Auto Credit 2024-1-E	November 12, 2030		37,540	10.45	%		37,540
Total rated notes at amortized cost		$	300,000			$	245,149
Unamortized debt issuance costs						$	2,854
Net carrying value						$	242,295


As of December 31, 2023
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Net Carrying Value
United Auto Credit 2021-1-D	June 10, 2026	$	29,380	1.14	%	$	3,246	$	3,235
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		20,540
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,644
United Auto Credit 2022-2-B	December 10, 2025		30,324	5.41	%		28,786		28,745
United Auto Credit 2022-2-C	May 10, 2027		26,533	5.81	%		26,533		26,331
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,642
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		33,440		29,691
United Auto Credit 2023-1-A	July 10, 2025		118,598	5.57	%		15,089		15,083
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		51,157		51,019
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,199
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		36,152
United Auto Credit 2023-1-E	September 10, 2029		23,256	10.98	%		23,256		23,814
Total rated notes		$	449,266			$	318,085	$	314,095

The final scheduled payment date represents 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 $55.5 million in 2024, $170.0 million in 2025, $102.4 million in 2026, $53.8 million in 2027 and $41.3 million in 2028.

In February 2024, UACC exercised its option to repurchase the 2021-1 securitization debt for a total redemption price of $35.6 million.

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


	As of September 30,				As of December 31,
	2024				2023
	Aggregate Principal Balance		Net Carrying Value		Aggregate Principal Balance		Net Carrying Value
United Auto Credit 2021-1	$	—	$	—	$	38,951	$	35,790
United Auto Credit 2022-2		77,932		66,070		125,072		111,379
United Auto Credit 2023-1		126,289		103,178		197,586		169,829
United Auto Credit 2024-1		313,348		277,004		—		—
Total finance receivables of CFEs	$	517,569	$	446,252	$	361,609	$	316,998

Financing of Beneficial Interests in Securitizations

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 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. Following the completion of the 2024-1 securitization transaction, the Company pledged an additional $15.8 million of its retained beneficial interests as collateral under the Risk Retention Financing Facility, and received proceeds of $15.6 million, with expected repurchase dates ranging from August 2026 to November 2030 at the initial closing date. The securitization trusts will

distribute payments related to UACC's pledged beneficial interests in securitizations directly to the lender, which will reduce the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transactions. In the event of a decline in the fair value of the pledged collateral, UACC may be required to transfer cash or additional securities as pledged under this facility. At the termination of this agreement, UACC is obligated to return the amounts borrowed.

The outstanding balance of this facility, net of unamortized debt issuance costs, was $21.1 million and $15.4 million as of September 30, 2024 and December 31, 2023, respectively, and is included in "Long-term debt" on the condensed consolidated balance sheet. As of September 30, 2024 and December 31, 2023, the fair value of the collateral pledged under this facility was $22.0 million and $15.8 million, respectively.

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 Vroom Automotive Finance Corporation. The interest is paid quarterly at a variable rate, equal to SOFR + 3.05%. 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.

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Facility	Sep. 30, 2023 USD ($)	Nov. 12, 2024	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Accounting Policies [Line Items]
Other comprehensive income (loss)	$ 0	$ 0	$ 0	$ 0
Valuation allowance for finance receivables classified as held for sale	32,600,000		32,600,000			$ 33,800,000
Aggregate principal balance held for sale at fair value	310,800,000		310,800,000
Finance receivables held for sale at fair value	277,600,000		277,600,000			0
Aggregate principal balance held for investment at fair value	250,700,000		250,700,000
Finance receivables held for investment at fair value	210,000,000		210,000,000
Cash and cash equivalents	51,093,000		51,093,000			135,585,000	$ 398,915,000
Restricted cash	$ 47,068,000		$ 47,068,000			73,234,000	$ 73,095,000
Percentage of pro rata share	92.94%		92.94%
ASU 2021-08
Accounting Policies [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true		true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023		Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]	true		true
Warehouse Credit Facility
Accounting Policies [Line Items]
Restricted cash	$ 15,760,000		$ 15,760,000			20,688,000
Increased borrowing capacity	32,900,000		$ 32,900,000			$ 56,900,000
0.75% Unsecured Convertible Senior Notes Due 2026
Accounting Policies [Line Items]
Redemption percentage of principal amount			100.00%
Subsequent Event
Accounting Policies [Line Items]
Percentage of pro rata share					92.94%
UACC
Accounting Policies [Line Items]
Number of warehouse credit facilities \| Facility			4
UACC \| Warehouse Credit Facility
Accounting Policies [Line Items]
Cash deposits included in restricted cash	46,200,000		$ 46,200,000
Aggregate borrowing limit	825,000,000		825,000,000
Increased borrowing capacity	32,900,000		32,900,000
Outstanding borrowings	$ 321,800,000		$ 321,800,000

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	Sep. 30, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 524,642	$ 380,276
Other assets (beneficial interests in securitizations)	2,613	4,485
Total financial liabilities	167,716	314,095
Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	167,716	314,095
Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	244,981	316,998
Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	242,592	31,672
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	34,456	27,121
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	34,456	27,121
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	34,456	27,121
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	2,613	4,485
Other assets (beneficial interests in securitizations)	2,613	4,485
Total financial liabilities	150,791	314,095
Level 2 \| Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	150,791	314,095
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	487,573	348,670
Total financial liabilities	16,925
Level 3 \| Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	16,925
Level 3 \| Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	244,981	316,998
Level 3 \| Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 242,592	$ 31,672

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

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


	September 30,			December 31,
	2024			2023
Equipment	$	2,843		$	2,653
Furniture and fixtures		333			503
Leasehold improvements		625			434
Internal-use software		4,049			4,807
Other		829			1,370
		8,679			9,767
Accumulated depreciation and amortization		(5,624	)		(4,785	)
Property and equipment, net	$	3,055		$	4,982

Depreciation and amortization expense was $0.3 million and $0.5 million for the three months ended September 30, 2024 and 2023, respectively, and $1.7 million and $1.4 million for the nine months ended September 30, 2024 and 2023, respectively.

The Company recorded impairment charges for "Property and equipment, net" of nil and $2.7 million for the three and nine months ended September 30, 2024, respectively, related to the Company's internal-use software that no longer have a planned future use.

Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 6.8	$ 6.8	$ 20.3	$ 20.3

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Condensed Consolidated Operations and Balance Sheets from Discontinued Operations

The following table summarizes the major income and expense line items from discontinued operations as reported in the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue:
Retail vehicle, net	$	—			147,840		$	47,320		$	419,920
Wholesale vehicle		—			30,898			140,714			75,593
Product, net		—			4,225			1,635			12,199
Total revenue		—			182,963			189,669			507,712
Cost of sales:
Retail vehicle		—			144,655			43,673			414,917
Wholesale vehicle		—			32,393			142,343			81,019
Total cost of sales		—			177,048			186,016			495,936
Total gross profit		—			5,915			3,653			11,776
Selling, general and administrative expenses		1,000			48,609			39,602			160,924
Loss (gain) on disposal of long lived assets		924			—			(10,355	)		(81	)
Depreciation and amortization		—			3,712			383			10,125
Impairment charges		—			—			—			1,353
Loss from operations		(1,924	)		(46,406	)		(25,977	)		(160,545	)
Interest expense		—			4,944			1,607			14,178
Interest income		—			(3,505	)		(856	)		(9,350	)
Loss before provision for income taxes		(1,924	)		(47,845	)		(26,728	)		(165,373	)
Provision for income taxes		75			143			296			465
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	(27,024	)	$	(165,838	)

The following table summarizes the major classes of assets and liabilities from discontinued operations as reported in the condensed consolidated balance sheets:


	As of September 30,		As of December 31,
	2024		2023
ASSETS
Inventory	$	—	$	163,250
Property and equipment, net		2,864		19,150
Other assets		152		14,137
Assets from discontinued operations	$	3,016	$	196,537
LIABILITIES
Accounts payable	$	19	$	6,440
Accrued expenses		4,817		27,133
Vehicle floorplan		—		151,178
Deferred revenue		—		14,025
Operating lease liabilities		161		23,461
Other liabilities		—		5,883
Liabilities from discontinued operations	$	4,997	$	228,120

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Reverse Stock Split

On February 13, 2024, the Company effected a 1-for-80 reverse stock split of the Company’s common stock. All shares of the Company’s common stock, stock-based instruments and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented.

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 SEC regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2023, 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 audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023.

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 September 30, 2024 and its results of operations for the three and nine months ended September 30, 2024 and 2023. The results for the three and nine months ended September 30, 2024 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 related to discontinued operations and new financial statement presentation as a result of the Ecommerce Wind-Down and the reverse stock split.

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, expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to finance receivables, income taxes, stock-based compensation, contingencies, warranties and GAP (as defined below) income-related reserves, fair value measurements 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 and nine months ended September 30, 2024 and 2023. Accordingly, net loss and comprehensive loss are the same for the periods presented.

Restricted Cash

Restricted cash primarily includes UACC restricted cash. UACC collects and services finance 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. UACC also maintains a reserve account for each securitization and warehouse credit facility to provide additional collateral for the borrowings. Refer to Note 9 — Warehouse Credit Facilities of Consolidated VIEs and Note 10 — Long Term Debt for further detail.

Finance Receivables

Finance receivables consist of retail installment sale contracts purchased or acquired by UACC from its existing network of third-party dealership customers at a discount as well as retail installment sale contracts UACC offered to Vroom’s customers through its ecommerce platform prior to the Ecommerce Wind-Down.

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 until the consumer is able to make periodic interest and principal payments in accordance with the finance receivable terms.

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 through securitization transactions. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale. Refer to Note 3 – Revenue Recognition.

The Company records a valuation allowance to report finance receivables at the lower of cost 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 "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. Principal balances and corresponding deferred acquisition costs and discounts 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 September 30, 2024 and December 31, 2023, the valuation allowance for finance receivables classified as held for sale was $32.6 million and $33.8 million, respectively. Refer to Note 14 – Financial Instruments and Fair Value Measurements.

Finance Receivables at Fair Value

Finance receivables for which the fair value option was elected under ASC 825 are classified as finance receivables at fair value. Finance receivables at fair value include both finance receivables held for sale at fair value as well as finance receivables held for investment at fair value. Finance receivables held for sale at fair value represent finance receivables that the Company intends to sell but elected the fair value option. The aggregate principal balance and the fair value of the finance receivables held for sale at fair value was $310.8 million and $277.6 million, respectively and the aggregate principal balance and the fair value of the finance receivables held for investment at fair value was $250.7 million and $210.0 million, respectively as of September 30, 2024. The Company did not have any finance receivables held for sale at fair value as of December 31, 2023.

The Company reassesses the estimate for fair value at each reporting period with any changes reflected as a fair value adjustment and recorded in "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. For all finance receivables at fair value, the Company recognizes the fees it charges to dealers upon acquisition as other income at the time of issuance of the finance receivable and recognizes the acquisition costs to underwrite the finance receivables as an expense in the period incurred. For finance receivables held for sale at fair value, any discounts are deferred until the finance receivables are sold. For finance receivables held for investment at fair value, any discounts are amortized over the contractual life of the underlying finance receivables.

Refer to Note 14 – Financial Instruments and Fair Value Measurements.

Consolidated CFEs

The 2022-2, 2023-1, and 2024-1 securitization transaction VIEs are consolidated collateralized financing entities (CFEs). Refer to Note 4 – Variable Interest Entities and Securitizations. During the three and nine months ended September 30, 2024 and 2023, the Company recognized the following revenue and expenses associated with these CFEs in the condensed consolidated statements of operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest income	$	29,018		$	27,303		$	81,100		$	77,801
Interest expense		(9,143	)		(6,163	)		(22,091	)		(16,593	)
Realized and unrealized losses, net of recoveries		(24,928	)		(24,983	)		(53,544	)		(50,165	)
Noninterest income (loss), net		767			104			(1,797	)		(3,678	)

The assets and liabilities of the CFEs are presented as part of "Restricted cash", “Finance receivables at fair value”, "Interest receivable", "Other Assets", "Long term debt", and "Other liabilities", respectively, on the consolidated balance sheets. Refer to Note 4 – Variable Interest Entities and Securitizations and Note 14 – Financial Instruments and Fair Value Measurements for further details.

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 finance receivables. 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. government securities. Concentration of credit risk with respect to finance receivables is generally mitigated by a large consumer base.

UACC’s customers, in this instance, are the third-party automotive dealers through which it purchases or acquires retail installment sale contracts for consumers. CarStory’s customers are dealers, automotive financial services companies and others in the automotive industry who purchase CarStory’s digital retailing services. For the three and nine months ended September 30, 2024 and 2023, no customer represented 10% or more of the Company’s income and

no customer represented more than 10% of the Company’s finance receivables as of September 30, 2024 and December 31, 2023.

Liquidity

As of September 30, 2024, the Company had cash and cash equivalents of $51.1 million and restricted cash of $47.1 million. Restricted cash primarily includes restricted cash required under UACC's securitization transactions and Warehouse Credit Facilities of $46.2 million. The Company has historically had negative cash flows and generated losses from operations and the Company’s primary source of liquidity has been cash generated through financing activities.

In January 2024, the Company announced its Value Maximization Plan pursuant to which it discontinued its ecommerce operations and wound-down its used vehicle dealership business. Refer to Note 1 — Description of Business and Basis of Presentation — Value Maximization Plan. As a result of the liquidation of the Company's vehicle inventory as part of the Ecommerce Wind-Down, the Company repaid all amounts outstanding under the 2022 Vehicle Floorplan Facility in the first quarter of 2024 and the agreement was terminated.

As of September 30, 2024, UACC has four warehouse credit facilities with an aggregate borrowing limit of $825.0 million and outstanding borrowings of $321.8 million with excess borrowing capacity of $32.9 million. The terms of the facilities generally mature within two years and the Company typically renews the facilities in the ordinary course. Currently, all four Warehouse Credit Facilities expire between June and September 2025. Refer to Note 9 — Warehouse Credit Facilities and Consolidated VIEs. The Company has commenced discussions with its lenders to extend the terms beyond the current expiration dates and, consistent with prior periods, expects those facilities to be amended and renewed. As of September 30, 2024, the Company was in compliance with all covenants related to the Warehouse Credit Facilities.

Failure to secure warehouse borrowing capacity beyond the expiration of the current facilities in 2025 or failure to satisfy the covenants therein and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities and would have a material adverse effect on the financial condition, results of operations and liquidity of the Company. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further discussion.

The Company expects to use cash and cash equivalents to finance future capital requirements and UACC’s Warehouse Credit Facilities to fund finance receivables. Certain advance rates available to UACC on borrowings from the Warehouse Credit Facilities have decreased as a result of the increasing credit losses in UACC’s portfolio and overall rising interest rates. Any future decreases on available advance rates may have an adverse impact on the Company's liquidity.

If the Company undergoes a fundamental change (as defined in the Indenture between the Company and U.S. Bank National Association, as trustee, with respect to the Notes), subject to certain conditions, holders of the Notes may require the Company to immediately 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. The delisting of the Company’s common stock from the Nasdaq Global Select Market would constitute a fundamental change under the terms of the Indenture.

Nasdaq maintains several standards for continued listing of the Company’s common stock on the Nasdaq Global Select Market. For example, under the “equity standard”, the Company is required to have stockholders’ equity of at least $10 million, among other requirements. Under the “total asset standard”, the market value of the Company’s publicly held shares must be at least $15 million, among other requirements. Only one standard has to be met to comply with Nasdaq requirements. The Company currently meets the "total asset standard". If the Company is not able to satisfy a continued listing requirement from Nasdaq and its common stock is delisted, it will be required to repurchase the Notes prior to their maturity, as discussed above.

As of September 30, 2024, and as of the date of issuance of the condensed consolidated financial statements, the Company does not have sufficient liquidity to repurchase the Notes in the event of a fundamental change and would be required to seek financing or otherwise restructure its existing capital structure. Such financing may not be available to the Company on favorable terms, or at all. On November 12, 2024, the Company announced its entry into the RSA and its intention to commence the Prepackaged Chapter 11 Case. The RSA contemplates and the Plan proposes that, upon

effectiveness, each holder of an Allowed Unsecured Notes Claim (as defined therein) will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed Unsecured Notes Claim, its pro rata share of 92.94% of the New Common Stock (subject to dilution by the New Warrants, the MIP, and the Post-Effective Date Equity Awards, all terms as defined therein). On the Plan Effective Date, all notes, instruments, certificates, and other documents evidencing Unsecured Notes Claims will be canceled and/or updated to record such cancellation and the obligations of the Debtor thereunder or in any way related thereto will be deemed satisfied in full and discharged. As discussed herein, the consummation of the Plan is subject to numerous conditions and the Plan may not be consummated, including if the Prepackaged Chapter 11 Case is not commenced for any reason. The Company may be delisted by Nasdaq due the anticipated Prepackaged Chapter 11 Case, and the Company may be unable to relist on Nasdaq or another national securities exchange.

The Company’s future capital requirements will depend on many factors, including the outcome of the anticipated Prepackaged Chapter 11 Case, the ability to realize the benefits of the Value Maximization Plan, available advance rates on and the amendment and renewal of the Warehouse Credit Facilities, the ability to continue to meet the requirements of Nasdaq for continued listing on the Nasdaq Global Select Market, the ability to complete additional securitization transactions on terms favorable to the Company, and future credit losses. While the financial statements have been prepared on a going concern basis, there is substantial doubt about the Company’s ability to continue as a going concern due to the anticipated Prepackaged Chapter 11 Case, as discussed in Note 1, above.

Accounting Standards Issued But Not Yet Adopted

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.

Accounting Standards Issued But Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures.

Description of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2024

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., through its wholly owned subsidiaries (collectively, the "Company”), is a leading automotive finance company that offers vehicle financing to consumers through third-party dealers and an artificial intelligence ("AI")-powered analytics and digital services platform for automotive retail.

In January 2021, the Company completed the acquisition of 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").

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.

Value Maximization Plan

The Company was previously an end-to-end ecommerce platform to buy and sell used vehicles. On January 22, 2024, the Company announced that its Board of Directors ("Board") had approved a Value Maximization Plan, pursuant to which the Company discontinued its ecommerce operations and wound down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses. The Company ceased transacting through vroom.com, completed transactions for customers who had previously contracted with the Company to purchase or sell a vehicle, halted purchases of additional vehicles, sold its used vehicle inventory through wholesale channels, paid off its vehicle floorplan financing facility dated November 4, 2022 with Ally Bank and Ally Financial Inc. (the "2022 Vehicle Floorplan Facility") and conducted a reduction-in-force commensurate with the reduced operations. As of March 29, 2024, the Company substantially completed the wind-down of its ecommerce operations and used vehicle dealership business (the "Ecommerce Wind-Down").

The Company owns and operates UACC, a leading automotive finance company that offers vehicle financing to consumers through third-party dealers under the UACC brand, and CarStory, an AI-powered analytics and digital services platform for automotive retail. The UACC and CarStory businesses continue to serve their third-party customers, with their operations substantially unaffected by the Ecommerce Wind-Down.

The accounting requirements for reporting the Company's ecommerce operations and used vehicle dealership business as a discontinued operation were met as of March 29, 2024. Accordingly, the condensed consolidated financial statements and notes to the condensed consolidated financial statements reflect the results of the Company's ecommerce operations and used vehicle dealership business as a discontinued operation for the periods presented. Refer to Note 5 — Discontinued Operations for further detail. The Company is now organized into two reportable segments: UACC and CarStory. The UACC reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchase and servicing of vehicle retail installment sales contracts. Prior to the Ecommerce Wind-Down, UACC also offered vehicle financing to Vroom’s customers through its ecommerce platform; the UACC reportable segment also includes the runoff of these previously originated contracts. The CarStory reportable segment represents sales of AI-powered analytics and digital services to automotive dealers, automotive financial services companies and others in the automotive industry. Refer to Note 15 — Segment Information for further detail.

Reverse Stock Split

Restructuring Support Agreement and Anticipated Prepackaged Chapter 11 Case

On November 12, 2024, the Company entered into a Restructuring Support Agreement (together with all exhibits and schedules thereto, the “RSA”) with creditors holding, over 80% of the aggregate outstanding principal amount of the Notes (as defined in Note 10, Long Term Debt) and the largest shareholder. The RSA contemplates a comprehensive restructuring of the Company’s debt obligations and capital structure to be implemented through a prepackaged plan of reorganization (the “Plan”) to be implemented through the anticipated filing of the Prepackaged Chapter 11 Case (as defined below). Capitalized terms used in this section but not defined herein have the meanings ascribed to them in the RSA.

Vroom, Inc. (in the context of the anticipated Prepackaged Chapter 11 Case, the “Debtor”) is expected to commence a voluntary proceeding (the “Prepackaged Chapter 11 Case”) under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtor plans to operate its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtor plans to seek approval of certain “first day” motions containing customary relief intended to assure the Debtor’s ability to continue its ordinary course operations. None of Vroom, Inc.’s subsidiaries are expected to commence Chapter 11 proceedings.

Commitments and Representations. Each of the Debtor and the Consenting Stakeholders have made certain customary commitments and representations in the RSA. The Debtor has agreed, among other things, to support and take all commercially reasonable actions necessary and appropriate to facilitate the restructuring and meet milestones set forth in the RSA. The Consenting Stakeholders have committed to the Debtor, among other things, to support and vote for the Plan and use their commercially reasonable efforts to consummate and complete the restructuring.

Milestones. The RSA contains milestones ("Milestones") relating to the progress of the Prepackaged Chapter 11 Case, which include, among other things, entry of an order by the Bankruptcy Court, confirming the Plan and approving the related disclosure statement no later than 60 days following the Petition Date and the occurrence of the date on which the Plan has become effective in accordance with its terms (the “Plan Effective Date”) no later than 75 days following the Petition Date.

Termination. Each of the parties to the RSA may terminate the agreement (and thereby their support for the Plan) under certain limited circumstances, including, among other things: (i) in the case of the Company and the Consenting Noteholders, the failure to meet the Milestones; (ii) the occurrence of certain breaches of the RSA; (iii) the mutual agreement of the parties; and (iv) in the case of the Company, if the Board, members, or managers, as applicable, of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties.

Consummation. Consummation of the restructuring contemplated by the RSA is subject to approval of the Plan by the Bankruptcy Court and other conditions. Accordingly, no assurance can be given that the transactions described therein will be consummated.

Summary of Material Terms. The following is a summary of the material terms of the restructuring that are set forth in the Plan:

•

The capital structure of the reorganized Debtor upon the Plan Effective Date will consist of the new common stock to be issued by the reorganized Debtor on the Plan Effective Date (the “New Common Stock”), distributed to (a) the holders of Unsecured Notes Claims; and (b) the holders of Existing Equity Interests, and resulting in pro forma ownership percentages of (x) 92.94% of the New Common Stock held by the holders of Unsecured Notes Claims; and (y) 7.06% of the New Common Stock held by holders of Existing Equity

Interests; in each case, subject to dilution by the (i) New Warrants, (ii) the MIP Awards, and (iii) the Post-Effective Date Equity Awards.

•

Promptly following the Plan Effective Date, the New Board will approve and implement the Management Incentive Plan (the “MIP”). The RSU Awards and the ESO Grants will be granted subject to approval by the New Board, with the allocation of such grants to be determined in good faith by the New Board in consultation with the reorganized company’s chief executive officer.

•

The reorganized company reserves the right to register the New Warrants with the U.S. Securities and Exchange Commission (“SEC”) by filing a Registration Statement on Form S-1 in its discretion if it determines that doing so would be necessary or desirable in connection with the trading of such securities. As contemplated, the New Warrants will have the following key terms:

Number: The New Warrants will be for the purchase of an aggregate of 1,808,243 shares of New Common Stock, equal to the number of presently existing outstanding shares of common stock of the Company;

Exercise Price: The New Warrants will have an exercise price of $12.19 per share;

Expiration: The New Warrants will expire on the 5th anniversary of the Plan Effective Date;

Anti-Dilution Protections: The New Warrants will contain customary anti-dilution protection for stock splits, stock dividends, and similar events but will not have Black-Scholes protections; and

Transferability: The New Warrants will be freely transferable, subject to applicable securities laws.

Under the Plan, certain classes of claims will receive upon consummation the following treatment:

•

Holders of Other Priority Claims, Secured Claims, General Unsecured Claims, and 510(b) Claims will be unimpaired.

•

Each holder of Claims under the Unsecured Notes Indenture (the “Unsecured Notes Claims”) will receive, except to the extent that such holder agrees in writing to less favorable treatment, on the Effective Date, its pro rata share of 92.94% of the New Common Stock (subject to dilution by (i) the New Warrants, (ii) the MIP Awards, and (iii) the Post-Effective Date Equity Awards).

•

Each holder of any Equity Security or other ownership interest in the Debtor as in existence immediately before the Plan Effective Date, but excluding any Existing Equity Awards (the “Existing Equity Interests”), will receive, except to the extent that such holder agrees in writing to less favorable treatment, on the Effective Date, (i) its pro rata share of 7.06% of the New Common Stock (subject to dilution by (a) the New Warrants, (b) the MIP Awards, and (c) the Post-Effective Date Equity Awards) and (ii) the right to receive New Warrants in an amount equal to its pro rata share of Existing Equity Interests.

•

Except to the extent the holder of any options or restricted stock units representing rights to purchase or acquire any Equity Securities of the Debtor as in existence immediately before the Plan Effective Date (the “Existing Equity Awards,” and together with the Existing Equity Interests, the “Equity Interests”) agrees in writing to less favorable treatment, on the Effective Date, all Existing Equity Awards will be converted into new awards (the “Post-Effective Date Equity Awards”) exchangeable into New Common Stock on the same terms and conditions, and for the same number of units, applicable to the Existing Equity Awards in respect of the Existing Equity Interests, as of immediately prior to the Plan Effective Date.

In connection with the restructuring, trade creditors and all other general unsecured creditors are expected to be unimpaired.

As described above, the Plan contemplates for the amendment and restatement, subject to approval by the New Board, of the Company’s 2020 Incentive Award Plan in order to implement the MIP, pursuant to which 10% of the New Common Stock (as defined in the Plan) outstanding on a fully diluted basis as of immediately following emergence may be issued in the form of restricted stock unit awards and 5% of the New Common Stock outstanding on a fully diluted basis as of immediately following emergence may be issued in the form of stock options to certain employees of the Debtor, in each case on the terms contemplated by the MIP Term Sheet.

Going Concern

As described above, the Company is contemplating the filing of the Prepackaged Chapter 11 Case to implement the transactions described herein. Management believes the Company will be able to emerge from bankruptcy and continue to operate as a viable going concern. However, there is no assurance that: (a) the Plan will become effective, (b) the Plan will ultimately be approved by the requisite voting creditors and interest holders and confirmed by the Bankruptcy Court, (c) the Bankruptcy Court will grant or deny motions in a manner that is not adverse to the Debtor, and (d) the anticipated Prepackaged Chapter 11 Case will not be converted into cases under chapter 7 of the Bankruptcy Code. The transactions contemplated by the RSA and Plan are subject to approval by the Bankruptcy Court, among other conditions. Accordingly, management can provide no assurance that the transactions described therein will be consummated.

Due to the uncertainties described above, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon management's plans, which includes, among other things, its ability to, subject to the approval by the Bankruptcy Court, implement a comprehensive restructuring and successfully emerge from the anticipated Prepackaged Chapter 11 Case. Despite the anticipated Chapter 11 filing, the Company retains sufficient liquidity, with approximately $51.1 million of unrestricted cash on its Condensed Consolidated Balance Sheet as of September 30, 2024, and it continues to meet its obligations to customers, vendors, counterparties and employees in the ordinary course of business.

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for twelve months following the issuance date. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Basis of Presentation

Principles of Consolidation

Revised Consolidated Financial Statements Information - Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions	Sep. 30, 2024	Feb. 13, 2024	Dec. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000	500,000,000	500,000,000
Common stock, shares issued	1,808,243		1,791,286	1,727,525
Common stock, shares outstanding	1,808,243		1,791,286	1,727,525
As Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Common stock, par value			$ 0.001	$ 0.001
Common stock, shares authorized			500,000,000	500,000,000
Common stock, shares issued			1,791,286	1,727,525
Common stock, shares outstanding			1,791,286	1,727,525
Consolidated VIEs
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other assets			$ 1.8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Variable Interest Entities and Securitizations - Additional Information (Details) $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 30, 2024 USD ($)	Jan. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) Facility	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Variable Interest Entity [Line Items]
Beneficial interests in securitizations					$ 20,592
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			$ 2,600	$ 4,500
Net proceeds from securitization			297,200	$ 260,900
Collateralized finance receivable	$ 380,100	$ 326,400
UACC \| Asset-backed Securities
Variable Interest Entity [Line Items]
Amount of rated asset-backed securities in an auto finance receivable securitization transaction, sold			300,000
UACC \| Non-Investment Grade Securities
Variable Interest Entity [Line Items]
Non-investment grade securities, repurchased			4,200
Net payments to securitization			$ 4,800

Long Term Debt - Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	$ 517,569	$ 361,609
Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	446,252	316,998
United Auto Credit 2021-1 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance		38,951
United Auto Credit 2021-1 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value		35,790
United Auto Credit 2022-2 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	77,932	125,072
United Auto Credit 2022-2 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	66,070	111,379
United Auto Credit 2023-1 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	126,289	197,586
United Auto Credit 2023-1 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	103,178	$ 169,829
United Auto Credit 2024-1 \| Asset Pledged as Collateral without Right
Debt Instrument [Line Items]
Aggregate Principal Balance	313,348
United Auto Credit 2024-1 \| Asset Pledged as Collateral with Right
Debt Instrument [Line Items]
Fair Value	$ 277,004

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Long Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Instruments


	September 30,		December 31,
	2024		2023
Convertible senior notes	$	287,926	$	286,800
Securitization debt of consolidated VIEs at fair value		167,716		314,095
Securitization debt of consolidated VIEs at amortized cost		242,295		—
Financing of beneficial interest in securitizations		21,125		15,378
Junior subordinated debentures		10,310		10,310
Total debt	$	729,372	$	626,583

Schedule of Securitization Debt of Consolidated VIEs

The securitization debt issued is included in "Long-term debt" on the condensed consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands):


As of September 30, 2024
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Fair Value
United Auto Credit 2022-2-C	May 10, 2027	$	26,533	5.81	%	$	14,774	$	14,778
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,813
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		28,440		16,925
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		9,604		9,604
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,346
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		36,366
United Auto Credit 2023-1-E	September 10, 2029		23,256	10.98	%		23,256		23,884
Total rated notes at fair value		$	236,254			$	177,942	$	167,716

United Auto Credit 2024-1-A	August 10, 2026	$	132,340	6.17	%	$	77,489
United Auto Credit 2024-1-B	June 10, 2027		42,770	6.57	%		42,770
United Auto Credit 2024-1-C	October 10, 2029		35,190	7.06	%		35,190
United Auto Credit 2024-1-D	November 12, 2029		52,160	8.30	%		52,160
United Auto Credit 2024-1-E	November 12, 2030		37,540	10.45	%		37,540
Total rated notes at amortized cost		$	300,000			$	245,149
Unamortized debt issuance costs						$	2,854
Net carrying value						$	242,295


As of December 31, 2023
Series	Final Scheduled Payment Date	Initial Principal		Contractual Interest Rate		Outstanding Principal		Net Carrying Value
United Auto Credit 2021-1-D	June 10, 2026	$	29,380	1.14	%	$	3,246	$	3,235
United Auto Credit 2021-1-E	June 10, 2026		20,800	2.58	%		20,800		20,540
United Auto Credit 2021-1-F	September 10, 2027		13,910	4.30	%		13,910		13,644
United Auto Credit 2022-2-B	December 10, 2025		30,324	5.41	%		28,786		28,745
United Auto Credit 2022-2-C	May 10, 2027		26,533	5.81	%		26,533		26,331
United Auto Credit 2022-2-D	January 10, 2028		32,889	6.84	%		32,889		32,642
United Auto Credit 2022-2-E	April 10, 2029		33,440	10.00	%		33,440		29,691
United Auto Credit 2023-1-A	July 10, 2025		118,598	5.57	%		15,089		15,083
United Auto Credit 2023-1-B	July 10, 2028		51,157	5.91	%		51,157		51,019
United Auto Credit 2023-1-C	July 10, 2028		33,326	6.28	%		33,326		33,199
United Auto Credit 2023-1-D	July 10, 2028		35,653	8.00	%		35,653		36,152
United Auto Credit 2023-1-E	September 10, 2029		23,256	10.98	%		23,256		23,814
Total rated notes		$	449,266			$	318,085	$	314,095

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 September 30,				As of December 31,
	2024				2023
	Aggregate Principal Balance		Net Carrying Value		Aggregate Principal Balance		Net Carrying Value
United Auto Credit 2021-1	$	—	$	—	$	38,951	$	35,790
United Auto Credit 2022-2		77,932		66,070		125,072		111,379
United Auto Credit 2023-1		126,289		103,178		197,586		169,829
United Auto Credit 2024-1		313,348		277,004		—		—
Total finance receivables of CFEs	$	517,569	$	446,252	$	361,609	$	316,998

- 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.

+ References

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+ Details

Summary of Significant Accounting Policies - Schedule of Company Recognized Revenue and Expense Associated with CFEs in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policy [Line Items]
Interest income	$ 50,213	$ 47,579	$ 153,152	$ 128,942
Realized and unrealized losses, net of recoveries	(38,346)	(37,258)	(87,894)	(76,173)	$ (122,541)	$ 54,761
Noninterest income (loss), net	10,721	7,631	17,880	48,759	$ 75,126	$ 208,983
Consolidated VIEs
Accounting Policy [Line Items]
Interest income	29,018	27,303	81,100	77,801
Interest expense	(9,143)	(6,163)	(22,091)	(16,593)
Realized and unrealized losses, net of recoveries	(24,928)	(24,983)	(53,544)	(50,165)
Noninterest income (loss), net	$ 767	$ 104	$ (1,797)	$ (3,678)

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References + Details

- Definition

Amount of operating interest income, including, but not limited to, amortization and accretion of premiums and discounts on securities.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of Company Recognized Revenue and Expense Associated with CFEs in Condensed Consolidated Statements of Operations

During the three and nine months ended September 30, 2024 and 2023, the Company recognized the following revenue and expenses associated with these CFEs in the condensed consolidated statements of operations:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest income	$	29,018		$	27,303		$	81,100		$	77,801
Interest expense		(9,143	)		(6,163	)		(22,091	)		(16,593	)
Realized and unrealized losses, net of recoveries		(24,928	)		(24,983	)		(53,544	)		(50,165	)
Noninterest income (loss), net		767			104			(1,797	)		(3,678	)

Variable Interest Entities and Securitizations

9 Months Ended

Sep. 30, 2024

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.

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.

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.

During the nine months ended September 30, 2024, UACC completed the 2024-1 securitization transaction, in which it sold approximately $300.0 million of rated asset-backed securities in an auto finance receivable securitization transaction from a securitization trust, established and sponsored by UACC for proceeds of $297.2 million. The trust is collateralized by finance receivables with an aggregate principal balance of $380.1 million as of April 30, 2024. These finance receivables are serviced by UACC and UACC receives an "at market" servicing fee. As a result of market conditions, the Company retained the residual interests, therefore the 2024-1 securitization was accounted for as secured borrowings and remains on balance sheet pending the sale of such retained interests. The Company also repurchased $4.2 million of the non-investment grade securities related to the 2022-2 securitization transaction for $4.8 million.

In 2023, UACC completed the 2023-1 securitization transaction, in which it sold rated asset-backed non-investment grade securities, for proceeds of $260.9 million. UACC still retains the residual interests related to the 2023-1 securitization transaction and therefore consolidated the 2023-1 VIE and accounted for this transaction as a secured borrowing. The trust is collateralized by finance receivables with an aggregate principal balance of $326.4 million as of January 31, 2023. These finance receivables are serviced by UACC. UACC retained the servicing rights to these finance receivables and receives an "at market" servicing fee.

UACC is the primary beneficiary of the 2024-1 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 2024-1 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 10 – 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 receives an "at market" servicing fee. UACC retained an insignificant amount of the asset-backed securities issued in the securitization in order to comply with Risk Retention Rules. Originally, the Company concluded that it was 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. From January to March 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. Since UACC has the power to direct the significant activities of the VIE, as it is the servicer, and additionally it absorbs the risk of loss, the Company concluded that it is the primary beneficiary of the VIE. In March 2023, the Company accounted for the transaction as secured borrowings and consolidated the 2022-2 securitization trust. The beneficial interest was then 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 2022-2 and 2023-1 securitization trusts consolidated by UACC meet the definition of a CFE and the Company has elected to apply the measurement alternative when consolidating these VIEs. Refer to Note 14 – 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 9 – 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 September 30, 2024
	Securitization Vehicles		Warehouse Facilities1		Total
Assets:
Restricted cash	$	30,390	$	15,760	$	46,150
Finance receivables at fair value		244,981		201,672		446,653
Finance receivables held for sale		201,271		152,547		353,818
Interest receivable		7,617		5,520		13,137
Other assets		7,462		4,761		12,223
Total Assets	$	491,721	$	380,260	$	871,981
Liabilities:
Securitization debt	$	410,011	$	—	$	410,011
Warehouse credit facilities		—		321,812		321,812
Other liabilities		7,136		9,227		16,363
Total Liabilities	$	417,147	$	331,039	$	748,186

	As of December 31, 2023
	Securitization Vehicles		Warehouse Facilities1		Total
Assets:
Restricted cash	$	28,458	$	20,688	$	49,146
Finance receivables at fair value		316,998		24,446		341,444
Finance receivables held for sale		—		457,185		457,185
Interest receivable		6,107		7,586		13,693
Other assets		6,283		6,987		13,270
Total Assets	$	357,846	$	516,892	$	874,738
Liabilities:
Securitization debt	$	314,095	$	—	$	314,095
Warehouse credit facilities		—		421,268		421,268
Other liabilities		4,534		9,801		14,335
Total Liabilities	$	318,629	$	431,069	$	749,698

1 Refer to Note 9 – 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 or accounts for these securitization transactions as secured borrowings when it is the primary beneficiary.

In February 2022, UACC sold a pool of finance receivables in the 2022-1 securitization transaction. UACC retained the servicing rights to these finance receivables and receives an "at market" servicing fee. UACC retained an insignificant amount of the asset-backed securities issued in the securitization in order to comply with Risk Retention Rules. 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 VIE, however, the Company concluded that it is not the primary beneficiary of the 2022-1 securitization trust because UACC's 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.

As of September 30, 2024 and December 31, 2023, the assets UACC retains in the unconsolidated VIEs were approximately $2.6 million and $4.5 million, respectively, and are included in "Other assets" in the Company's 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. During the three months ended March 31, 2023, the Company entered into a Risk Retention Financing Facility to finance the majority of its retained beneficial interests in securitizations. Refer to Note 10 – Long Term Debt for further detail.

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 the unconsolidated VIE (in thousands):


	As of September 30, 2024						As of December 31, 2023
	Aggregate Principal Balance		Carrying Value		Total Exposure		Aggregate Principal Balance		Carrying Value		Total Exposure
Rated notes	$	2,585	$	2,440	$	2,440	$	4,538	$	4,345	$	4,345
Certificates		—		172		172		—		140		140
Other assets		310		310		310		310		310		310
Total unconsolidated VIEs	$	2,895	$	2,922	$	2,922	$	4,848	$	4,795	$	4,795

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 (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

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


	September 30,			December 31,
	2024			2023
Equipment	$	2,843		$	2,653
Furniture and fixtures		333			503
Leasehold improvements		625			434
Internal-use software		4,049			4,807
Other		829			1,370
		8,679			9,767
Accumulated depreciation and amortization		(5,624	)		(4,785	)
Property and equipment, net	$	3,055		$	4,982

Discontinued Operations - Schedule of Condensed Consolidated Operations from Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	$ 0	$ 182,963	$ 189,669	$ 507,712
Total cost of sales	0	177,048	186,016	495,936
Total gross profit	0	5,915	3,653	11,776
Selling, general and administrative expenses	1,000	48,609	39,602	160,924
Loss (gain) on disposal of long lived assets	924	0	(10,355)	(81)
Depreciation and amortization	0	3,712	383	10,125
Impairment charges	0	0	0	1,353
Loss from operations	(1,924)	(46,406)	(25,977)	(160,545)
Interest expense	0	4,944	1,607	14,178
Interest income	0	(3,505)	(856)	(9,350)
Loss before provision for income taxes	(1,924)	(47,845)	(26,728)	(165,373)
Provision for income taxes	75	143	296	465
Net loss from discontinued operations	(1,999)	(47,988)	(27,024)	(165,838)
Retail vehicle, net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	0	147,840	47,320	419,920
Total cost of sales	0	144,655	43,673	414,917
Wholesale vehicle
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	0	30,898	140,714	75,593
Total cost of sales	0	32,393	142,343	81,019
Product, net
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	$ 0	$ 4,225	$ 1,635	$ 12,199

Long Term Debt - Additional Information (Details)			1 Months Ended		3 Months Ended		6 Months Ended	9 Months Ended
Long Term Debt - Additional Information (Details)	May 03, 2023 USD ($)	Jun. 18, 2021 USD ($) d $ / shares shares	Feb. 29, 2024 USD ($)	Jul. 31, 2003 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2022	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Nov. 12, 2024	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Repurchases of convertible senior notes									$ 13,194,000
Gain on debt extinguishment									19,640,000
Unamortized debt discount and debt issuance costs					$ 2,854,000			$ 2,854,000
Net carrying value of debt					242,295,000			242,295,000
Interest expense					1,601,000	$ 1,593,000		4,541,000	4,460,000
Restricted cash					47,068,000			47,068,000			$ 73,234,000	$ 73,095,000
Expected payments, 2024					55,500,000			55,500,000
Expected payments, 2025					170,000,000			170,000,000
Expected payments, 2026					102,400,000			102,400,000
Expected payments, 2027					53,800,000			53,800,000
Expected payments, 2028					41,300,000			41,300,000
Redemption price								194,746,000	159,384,000
Outstanding balance					$ 729,372,000			$ 729,372,000			626,583,000	$ 449,393,000
Percentage of pro rata share					92.94%			92.94%
Junior subordinated debentures				$ 10,000,000
Junior Subordinated Debentures
Debt Instrument [Line Items]
Long-term debt, maturity date				Oct. 07, 2033
Outstanding balance					$ 10,310,000			$ 10,310,000			10,310,000
Percentage of owned finance subsidiary				100.00%
Variable interest rate				3.05%
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]				Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Financing of Beneficial Interest in Securizations
Debt Instrument [Line Items]
Outstanding balance					21,125,000			21,125,000			15,378,000
Securitization Debt of Consolidated VIEs
Debt Instrument [Line Items]
Restricted cash					30,400,000			30,400,000			28,500,000
Redemption price			$ 35,600,000
UACC
Debt Instrument [Line Items]
Expected beneficial interests in securitizations pledged as collateral	$ 24,500,000
Expected proceeds from beneficial interests in securitizations pledged as collateral	$ 24,100,000
Expected repurchases period start, month and year	2025-03
Expected repurchases period end, month and year	2029-09
UACC \| Financing of Beneficial Interest in Securizations
Debt Instrument [Line Items]
Fair value of the collateral pledged amount					22,000,000			22,000,000			15,800,000
Outstanding balance					$ 21,100,000			$ 21,100,000			15,400,000
Investment, Type [Extensible Enumeration]					us-gaap:RepurchaseAgreementsMember			us-gaap:RepurchaseAgreementsMember
2024-1 Securitization Transaction
Debt Instrument [Line Items]
Expected beneficial interests in securitizations pledged as collateral	$ 15,800,000
Expected proceeds from beneficial interests in securitizations pledged as collateral	$ 15,600,000
Expected repurchases period start, month and year	2026-08
Expected repurchases period end, month and year	2030-11
Investment, Type [Extensible Enumeration]	us-gaap:RepurchaseAgreementsMember
Subsequent Event
Debt Instrument [Line Items]
Percentage of pro rata share										92.94%
0.75% Unsecured Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Debt instrument aggregate principal amount		$ 625,000,000
Debt instrument interest rate		0.75%
Aggregate principal amount exercise in overallotment option granted to initial purchasers		$ 75,000,000
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		$ 4,480.29
Debt instrument conversion date		Apr. 01, 2026
Aggregate principal amount									32,800,000
Repurchases of convertible senior notes									13,200,000
Gain on debt extinguishment									19,600,000
Unamortized debt discount and debt issuance costs					$ 2,600,000			$ 2,600,000			3,700,000
Net carrying value of debt					287,900,000			287,900,000			$ 286,800,000
Interest expense					$ 900,000	$ 1,100,000		$ 2,800,000	$ 3,300,000
Effective interest rate					1.30%			1.30%
Redemption percentage of principal amount								100.00%
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		0.2232

Financial Instruments and Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Financial Instruments and Fair Value Measurements

14. Financial Instruments and Fair Value Measurements

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

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

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

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

Items Measured at Fair Value on a Recurring Basis

The 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 2022-2 and 2023-1 consolidated CFEs, beneficial interests in the 2022-1 securitization transaction, certain of UACC’s finance receivables that are ineligible to be sold, and certain other finance receivables held for sale. 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 September 30, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	34,456	$	—	$	—	$	34,456
CFE assets:
Finance receivables		—		—		244,981		244,981
Finance receivables at fair value		—		—		242,592		242,592
Other assets (beneficial interests in securitizations)		—		2,613		—		2,613
Total financial assets	$	34,456	$	2,613	$	487,573	$	524,642
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		150,791		16,925		167,716
Total financial liabilities	$	—	$	150,791	$	16,925	$	167,716

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	27,121	$	—	$	—	$	27,121
CFE assets:
Finance receivables		—		—		316,998		316,998
Finance receivables at fair value		—		—		31,672		31,672
Other assets (beneficial interests in securitizations)		—		4,485		—		4,485
Total financial assets	$	27,121	$	4,485	$	348,670	$	380,276
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		314,095		—		314,095
Total financial liabilities	$	—	$	314,095	$	—	$	314,095

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: In accordance with ASC 825, the Company has elected the fair value option, for the eligible financial assets and liabilities of the 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 ASC 810-30, 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 ASC 810-30, 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 classifies 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. The Company estimates the fair value of these receivables using a discounted cash flow model and incorporates key inputs that include prepayment speed, default rate, recovery rate, 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 were eliminated upon consolidation of the VIE in March 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 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			Securitization Debt of Consolidated CFEs
Fair value as of January 1, 2024	$	316,998		$	31,672		$	—
Transfer within Level 3 categories		53,899			(53,899	)		—
Transfers into Level 3		—			—			20,864
Losses included in realized and unrealized losses		(52,017	)		(14,956	)		(3,939	)
Issuances, net of discount		—			322,853			—
Paydowns		(84,821	)		(44,786	)		—
Other		10,922			1,708			—
Fair value as of September 30, 2024	$	244,981		$	242,592		$	16,925


	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		24,175			(24,175	)
Consolidation of VIEs		180,706			—
Losses included in realized and unrealized losses		(67,035	)		(1,349	)
Issuances, net of discount		—			3,392
Paydowns		(117,002	)		(19,641	)
Other		18,965			1,406
Fair value as of September 30, 2023	$	365,794		$	34,903

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. During the three and nine months ended September 30, 2024, transfers into Level 3 liabilities related to not achieving consensus pricing from third-party broker dealers on the 2022-2 E rated notes related to the securitization debt of consolidated CFEs. During the nine months ended September 30, 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.

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

The following table presents the gains or losses recorded in "Realized and unrealized losses, net of recoveries" 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 September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
Financial Assets
Finance receivables of CFEs	$	16,689		$	23,103	$	43,233		$	54,987
Finance receivables at fair value		3,758			2,027		9,758			605
Beneficial interests in securitizations		(65	)		238		(157	)		1,160
Financial Liabilities
Debt of securitized VIEs		(2,567	)		335		(7,053	)		(6,916	)
Total net loss included in "Realized and unrealized losses, net of recoveries"	$	17,815		$	25,703	$	45,781		$	49,836

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


As of September 30, 2024	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	$	287,993	$	273,600
Aggregate fair value of finance receivables that are reported at fair value	$	244,981	$	242,592
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)	$	6,430	$	2,529
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	5,436	$	1,774


As of December 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	$	361,609	$	36,207
Aggregate fair value of finance receivables that are reported at fair value	$	316,998	$	31,672
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)	$	6,700	$	717
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	5,921	$	544

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 September 30, 2024	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	177,942
Aggregate fair value of rated notes of securitized VIEs	$	167,716


As of December 31, 2023	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	318,085
Aggregate fair value of rated notes of securitized VIEs	$	314,095

Fair Value of Financial Instruments Not Carried at Fair Value

The carrying amounts of restricted cash and other liabilities approximate fair value due to their short-term nature. The carrying value of 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 in a securitization, the Company determines the fair value of these 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. As of September 30, 2024, the carrying value and fair value of the finance receivables held for sale, net were $254.9 million. As of December 31, 2023, the Company determined that all of these finance receivables should be marked to their fair value of $468.8 million based on the results of the Company's lower of amortized cost basis or fair value analysis.

In addition, from time to time the Company may mark certain receivables, that are no longer eligible to be sold in a securitization, classified as held for sale to fair value on a non-recurring basis. As of September 30, 2024 and December

31, 2023, there were $108.1 million and $34.8 million of these 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 securitization 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.

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.


	September 30,		December 31,
	2024		2023
Carrying value	$	287,926	$	286,800
Fair value	$	145,244	$	152,506

Securitization Debt: The fair value of the 2024-1 securitization debt, which is not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing non-binding quoted prices provided by broker dealers, as discussed above, and classified as Level 2 of the fair value hierarchy.


	September 30,
	2024
Carrying value	$	242,295
Fair value	$	248,526

Financing of beneficial interests in securitizations: The fair value of the financing of beneficial interests in securitizations, which are not carried at fair value on the accompanying condensed consolidated balance sheets, approximated their carrying value as of September 30, 2024 and December 31, 2023 and are classified within Level 3 of the fair value hierarchy.

Junior Subordinated Debentures: The fair value of the junior subordinated debentures, which are not carried at fair value on the accompanying consolidated balance sheets, approximated their carrying value as of September 30, 2024 and December 31, 2023 and are classified within 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands	Sep. 30, 2024 USD ($) $ / shares shares
Restricted cash	$ 47,068
Finance receivables at fair value	487,573
Finance receivables held for sale, net	363,029
Interest receivable	14,024
Other assets	36,446
Other liabilities	$ 51,474
Common stock, par value \| $ / shares	$ 0.001
Common stock, shares authorized \| shares	500,000,000
Common stock, shares issued \| shares	1,808,243
Common stock, shares outstanding \| shares	1,808,243
Securitization debt of consolidated VIEs at amortized cost
Securitization debt	$ 242,300
Securitization debt of consolidated VIEs at fair value
Securitization debt	167,700
Consolidated VIEs
Restricted cash	46,150
Finance receivables at fair value	446,653
Finance receivables held for sale, net	353,818
Interest receivable	13,137
Other assets	12,223
Securitization debt	410,011
Other liabilities	$ 16,363

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 7,105	$ 7,298	$ 21,963	$ 21,720
Impairment charges incurred	2,407		5,159
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	300	$ 500	1,700	$ 1,400
Impairment charges incurred	$ 0		$ 2,700

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Interest income	$ 50,213			$ 47,579			$ 153,152	$ 128,942
Warehouse credit facility	6,251			5,522			22,708	12,279
Securitization debt	9,096			6,116			21,960	16,442
Total interest expense	15,347			11,638			44,668	28,721
Net interest income	34,866			35,941			108,484	100,221	$ 136,589	$ 82,163
Realized and unrealized losses, net of recoveries	38,346			37,258			87,894	76,173	122,541	(54,761)
Net interest income after losses and recoveries	(3,480)			(1,317)			20,590	24,048	14,048	71,883
Servicing Income	1,495			2,430			5,101	7,835
Warranties and GAP income (loss), net	3,917			146			(4,347)	3,732
CarStory revenue	2,890			2,998			8,782	9,392
Gain on debt extinguishment								19,640
Other income	2,419			2,057			8,344	8,160
Total noninterest income	10,721			7,631			17,880	48,759	75,126	208,983
Compensation and benefits	25,365			19,851			76,651	64,413
Professional fees	1,587			3,648			6,418	11,065
Software and IT costs	3,360			4,685			12,018	14,735
Depreciation and amortization	7,105			7,298			21,963	21,720
Interest expense on corporate debt	1,601			1,593			4,541	4,460
Impairment charges	2,407						5,159
Other expenses	3,436			3,861			12,853	13,631
Total expenses	44,861			40,936			139,603	130,024	173,629	179,965
Loss from continuing operations before provision for income taxes	(37,620)			(34,622)			(101,133)	(57,217)	(84,455)	100,901
Provision for income taxes from continuing operations	124			117			393	453	123	(19,680)
Net loss from continuing operations	(37,744)			(34,739)			(101,526)	(57,670)
Net loss from discontinued operations	(1,999)			(47,988)			(27,024)	(165,838)
Net loss	$ (39,743)	$ (21,188)	$ (67,617)	$ (82,727)	$ (66,039)	$ (74,741)	$ (128,550)	$ (223,508)	$ (364,611)	$ (450,464)
Net loss per share attributable to common stockholders, continuing operations, basic	$ (20.88)			$ (19.89)			$ (56.38)	$ (33.16)	$ (48.52)	$ 69.95
Net loss per share attributable to common stockholders, continuing operations, diluted	(20.88)			(19.89)			(56.38)	(33.16)	(48.52)	69.95
Net loss per share attributable to common stockholders, Discontinued operations, basic	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Net loss per share attributable to common stockholders, Discontinued operations, diluted	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Total net loss per share attributable to common stockholders, basic	(21.99)			(47.38)			(71.39)	(128.52)	(209.17)	(261.31)
Total net loss per share attributable to common stockholders, diluted	$ (21.99)			$ (47.38)			$ (71.39)	$ (128.52)	$ (209.17)	$ (261.31)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843

Discontinued Operations - Additional Information (Details) - Ecommerce Operations and Used Vehicle Dealership Business Wind-down - Discontinued Operations - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Severance and Other Personnel-Related Costs
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred charges	$ 0.2	$ 15.8
Contract and Lease Termination Costs
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Incurred charges	$ 0.4	$ 13.9

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, Net

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


	September 30, 2024							December 31, 2023
	Gross Carrying Value		Accumulated Amortization			Carrying Value		Gross Carrying Value		Accumulated Amortization			Carrying Value
Developed and purchased technology	$	108,700	$	(50,798	)	$	57,902	$	108,700	$	(38,050	)	$	70,650
Customer relationships		69,400		(23,842	)		45,558		69,400		(17,336	)		52,064
Trademarks and trade names		12,200		(4,035	)		8,165		12,200		(3,022	)		9,178
Total intangible assets	$	190,300	$	(78,675	)	$	111,625	$	190,300	$	(58,408	)	$	131,892

Schedule of Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for intangible assets subsequent to September 30, 2024, consists of the following (in thousands):


Year Ending December 31:
For remainder of 2024	$	6,756
2025		27,022
2026		21,979
2027		21,882
2028		21,882
Thereafter		12,104
	$	111,625

Preferred Stock and Stockholders' Equity - Additional Information (Details)			9 Months Ended
	Feb. 13, 2024 $ / shares shares	Dec. 01, 2023 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Jun. 11, 2020 shares
Class of Stock [Line Items]
Preferred stock, authorized						10,000,000
Preferred stock, issued			0
Preferred Stock, outstanding			0
Reverse stock split ratio	0.0125
Reverse stock split ratio, description	1-for-80 reverse stock split		every 80 shares of common stock became one of common stock
Common stock, par value \| $ / shares	$ 0.001		$ 0.001	$ 0.001	$ 0.001
Common stock, voting rights			one vote
Common stock, shares authorized	500,000,000		500,000,000	500,000,000	500,000,000
At-The Market Offering
Class of Stock [Line Items]
Common stock, par value \| $ / shares		$ 0.001
At-The Market Offering \| Maximum
Class of Stock [Line Items]
Aggregate gross sales proceeds \| $			$ 47,500,000
Gross sales proceeds from offering \| $		$ 50,000,000

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Summary of Reportable Segments

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


	Three Months Ended September 30,
	2024												2023
	UACC			CarStory			Corporate			Total			UACC			CarStory		Corporate			Total
Interest income	$	50,801		$	—		$	(588	)	$	50,213		$	48,068		$	—	$	(489	)	$	47,579

Interest expense:
Warehouse credit facility		6,251			—			—			6,251			5,522			—		—			5,522
Securitization debt		9,096			—			—			9,096			6,116			—		—			6,116
Total interest expense		15,347			—			—			15,347			11,638			—		—			11,638
Net interest income		35,454			—			(588	)		34,866			36,430			—		(489	)		35,941

Realized and unrealized losses, net of recoveries		30,117			—			8,229			38,346			30,323			—		6,935			37,258
Net interest income after losses and recoveries		5,338			—			(8,818	)		(3,480	)		6,107			—		(7,424	)		(1,317	)

Noninterest income:
Servicing income		1,495			—			—			1,495			2,430			—		—			2,430
Warranties and GAP income (loss), net		2,074			—			1,843			3,917			1,487			—		(1,341	)		146
CarStory revenue		—			2,890			—			2,890			—			2,998		—			2,998
Gain on debt extinguishment		—			—			—			—			—			—		—			—
Other income		1,698			199			522			2,419			570			141		1,346			2,057
Total noninterest income		5,267			3,089			2,365			10,721			4,487			3,139		5			7,631

Expenses:
Compensation and benefits		19,819			3,127			2,419			25,365			14,976			2,328		2,547			19,851
Professional fees		875			(112	)		824			1,587			986			71		2,591			3,648
Software and IT costs		2,346			17			997			3,360			2,798			170		1,717			4,685
Depreciation and amortization		5,505			1,600			—			7,105			5,689			1,609		—			7,298
Interest expense on corporate debt		681			—			920			1,601			540			—		1,053			1,593
Impairment charges		2,407			—			—			2,407			—			—		—			—
Other expenses		1,991			127			1,318			3,436			1,666			161		2,034			3,861
Total expenses		33,624			4,759			6,478			44,861			26,656			4,339		9,941			40,936

Adjusted EBITDA	$	(14,119	)	$	(210	)	$	(11,205	)	$	(25,534	)	$	(9,780	)	$	536	$	(16,715	)	$	(25,959	)


	Nine Months Ended September 30,
	2024											2023
	UACC			CarStory		Corporate			Total			UACC			CarStory		Corporate			Total
Interest income	$	154,731		$	—	$	(1,579	)	$	153,152		$	130,897		$	—	$	(1,955	)	$	128,942

Interest expense:
Warehouse credit facility		22,708			—		—			22,708			12,279			—		—			12,279
Securitization debt		21,960			—		—			21,960			16,442			—		—			16,442
Total interest expense		44,668			—		—			44,668			28,721			—		—			28,721
Net interest income		110,063			—		(1,579	)		108,484			102,176			—		(1,955	)		100,221

Realized and unrealized losses, net of recoveries		77,460			—		10,434			87,894			62,980			—		13,192			76,173
Net interest income after losses and recoveries		32,604			—		(12,013	)		20,590			39,196			—		(15,148	)		24,048

Noninterest (loss) income:
Servicing income		5,101			—		—			5,101			7,835			—		—			7,835
Warranties and GAP income (loss), net		5,324			—		(9,671	)		(4,347	)		5,168			—		(1,436	)		3,732
CarStory revenue		—			8,782		—			8,782			—			9,392		—			9,392
Gain on debt extinguishment		—			—		—			—			—			—		19,640			19,640
Other income		6,266			562		1,516			8,344			2,601			282		5,277			8,160
Total noninterest (loss) income		16,691			9,344		(8,155	)		17,880			15,604			9,674		23,481			48,759

Expenses:
Compensation and benefits		59,146			7,802		9,703			76,651			49,904			7,149		7,360			64,413
Professional fees		2,326			90		4,002			6,418			4,555			361		6,149			11,065
Software and IT costs		8,048			205		3,765			12,018			8,478			515		5,742			14,735
Depreciation and amortization		17,156			4,807		—			21,963			16,898			4,822		—			21,720
Interest expense on corporate debt		1,781			—		2,760			4,541			1,173			—		3,287			4,460
Impairment charges		5,159			—		—			5,159			—			—		—			—
Other expenses		7,569			300		4,984			12,853			5,927			462		7,242			13,631
Total expenses		101,187			13,203		25,213			139,603			86,935			13,308		29,781			130,024

Adjusted EBITDA	$	(27,091	)	$	720	$	(38,858	)	$	(65,229	)	$	(13,956	)	$	1,738	$	(40,358	)	$	(52,576	)

Reconciliation between Reportable Segment Adjusted Ebitda to Consolidated Net Loss from Continuing Operations

The reconciliation between reportable segment Adjusted EBITDA to consolidated loss from continuing operations before provision for income taxes is as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Adjusted EBITDA by Segment
UACC	$	(14,119	)	$	(9,780	)	$	(27,091	)	$	(13,956	)
CarStory		(210	)		536			720			1,738
Corporate		(11,205	)		(16,715	)		(38,858	)		(40,358	)
Total	$	(25,534	)	$	(25,959	)	$	(65,229	)	$	(52,576	)

Interest expense on corporate debt		(1,601	)		(1,593	)		(4,541	)		(4,460	)
Interest income on cash and cash equivalents		1,035			2,007			3,221			7,026
Depreciation and amortization		(7,105	)		(7,298	)		(21,963	)		(21,720	)
Stock compensation expense		(1,244	)		(1,779	)		(5,014	)		(5,126	)
Gain on debt extinguishment		—			—			—			19,640
Severance		(763	)		—			(2,448	)		—
Impairment charges		(2,407	)		—			(5,159	)		—
Loss from continuing operations before provision for income taxes	$	(37,620	)	$	(34,622	)	$	(101,133	)	$	(57,217	)

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 - Rated Notes - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate unpaid principal balance of rated notes of securitized VIEs	$ 177,942	$ 318,085
Aggregate fair value of rated notes of securitized VIEs	$ 167,716	$ 314,095

Segment Information - Reconciliation between Reportable Segment Adjusted EBITDA to Consolidated Loss from continuing Operations Before Provision for Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Adjusted EBITDA by Segment
Total	$ (25,534)	$ (25,959)	$ (65,229)	$ (52,576)
Interest expense on corporate debt	(1,601)	(1,593)	(4,541)	(4,460)
Interest income on cash and cash equivalents	1,035	2,007	3,221	7,026
Depreciation and amortization	(7,105)	(7,298)	(21,963)	(21,720)
Stock compensation expense	(1,244)	(1,779)	(5,014)	(5,126)
Gain on debt extinguishment				19,640
Severance	(763)		(2,448)
Impairment charges	(2,407)		(5,159)
Loss from continuing operations before provision for income taxes	(37,620)	(34,622)	(101,133)	(57,217)	$ (84,455)	$ 100,901
Corporate
Adjusted EBITDA by Segment
Total	(11,205)	(16,715)	(38,858)	(40,358)
Interest expense on corporate debt	(920)	(1,053)	(2,760)	(3,287)
Gain on debt extinguishment				19,640
UACC \| Operating Segments
Adjusted EBITDA by Segment
Total	(14,119)	(9,780)	(27,091)	(13,956)
Interest expense on corporate debt	(681)	(540)	(1,781)	(1,173)
Depreciation and amortization	(5,505)	(5,689)	(17,156)	(16,898)
Impairment charges	(2,407)		(5,159)
CarStory \| Operating Segments
Adjusted EBITDA by Segment
Total	(210)	536	720	1,738
Depreciation and amortization	$ (1,600)	$ (1,609)	$ (4,807)	$ (4,822)

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 8,679	$ 9,767
Accumulated depreciation and amortization	(5,624)	(4,785)
Property and equipment, net	3,055	4,982	$ 4,466
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,843	2,653
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	333	503
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	625	434
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	4,049	4,807
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 829	$ 1,370

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
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		1,822,166

Preferred Stock and Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Preferred Stock and Stockholders' Equity

12. 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 September 30, 2024, there was no preferred stock issued or outstanding.

Common Stock

On February 13, 2024, the Company amended its certificate of incorporation to effect a 1-for-80 reverse stock split of shares of the Company’s outstanding common stock, such that every 80 shares of common stock became one of common stock. The shares of common stock authorized for issuance remained unchanged at 500,000,000 and the par value per share of common stock remained unchanged at $0.001. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

At-the-market Offering

On December 1, 2023, the Company entered into an equity distribution agreement with Virtu Americas LLC to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50.0 million, from time to time, through an “at-the-market” equity offering program (the "ATM offering"). As of September 30, 2024, the Company has up to $47.5 million remaining in aggregate gross proceeds that can be issued through the ATM offering.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Financial Instruments and Fair Value Measurements - Summary of Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securitization Debt, Carrying value	$ 729,372	$ 626,583	$ 449,393
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible Senior Notes, Carrying value	287,926	286,800
Convertible Senior Notes, Fair value	145,244	$ 152,506
Level 2 \| Securitization Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securitization Debt, Carrying value	242,295
Securitization Debt, Fair Value	$ 248,526

- Definition

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

+ References + Details

Other Liabilities

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Other Liabilities

8. Other Liabilities

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


	September 30,		December 31,
	2024		2023
Warranty and GAP liabilities	$	17,792	$	21,279
Dealer related liabilities		4,506		6,934
Accrued compensation and benefits		11,155		8,923
Accrued professional services		798		2,542
Accrued software and IT costs		571		1,011
Interest payable		4,781		4,183
Insurance payable		365		2,142
Other		11,506		14,307
Total other liabilities	$	51,474	$	61,321

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

15. Segment Information

As a result of the Ecommerce Wind-Down during the three months ended March 31, 2024, the Company revised its reportable segments. The Company is now organized into two reportable segments: UACC and CarStory. Corporate activities are presented in "corporate" and do not constitute a reportable segment. These activities include costs not directly attributable to the segments and are primarily related to costs associated with corporate and governance functions, including executive functions, corporate finance, legal, human resources, information technology, cyber security and other shared costs. Certain shared costs, including corporate administration, are allocated to segments based upon specific allocation of expenses. Corporate activities also include the runoff of legacy Vroom third party vehicle service and GAP policies sold prior to the Ecommerce Wind-Down as well as certain Vroom contracts that have been renegotiated and right-sized to account for reduced headcount following the Ecommerce Wind-down. The Company retrospectively restated segment results for the comparative period to conform to the new 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 Adjusted EBITDA for each of the reportable segments. Adjusted EBITDA is defined as net loss before interest expense on corporate debt, interest income on cash and cash equivalents, income tax expense, depreciation and amortization expense, stock compensation expense, severance expense related to the continuing operations, gain on debt extinguishment and long-lived asset impairment charges, 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 September 30, 2024 and December 31, 2023, long-lived assets were predominantly located in the United States.

The UACC reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts. The segment also includes the runoff portfolio of retail installment sale contracts originated for Vroom or purchased from Vroom prior to the Ecommerce Wind-Down.

The CarStory reportable segment represents sales of AI-powered analytics and digital services to automotive dealers, automotive financial services companies and others in the automotive industry.

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


	Three Months Ended September 30,
	2024												2023
	UACC			CarStory			Corporate			Total			UACC			CarStory		Corporate			Total
Interest income	$	50,801		$	—		$	(588	)	$	50,213		$	48,068		$	—	$	(489	)	$	47,579

Interest expense:
Warehouse credit facility		6,251			—			—			6,251			5,522			—		—			5,522
Securitization debt		9,096			—			—			9,096			6,116			—		—			6,116
Total interest expense		15,347			—			—			15,347			11,638			—		—			11,638
Net interest income		35,454			—			(588	)		34,866			36,430			—		(489	)		35,941

Realized and unrealized losses, net of recoveries		30,117			—			8,229			38,346			30,323			—		6,935			37,258
Net interest income after losses and recoveries		5,338			—			(8,818	)		(3,480	)		6,107			—		(7,424	)		(1,317	)

Noninterest income:
Servicing income		1,495			—			—			1,495			2,430			—		—			2,430
Warranties and GAP income (loss), net		2,074			—			1,843			3,917			1,487			—		(1,341	)		146
CarStory revenue		—			2,890			—			2,890			—			2,998		—			2,998
Gain on debt extinguishment		—			—			—			—			—			—		—			—
Other income		1,698			199			522			2,419			570			141		1,346			2,057
Total noninterest income		5,267			3,089			2,365			10,721			4,487			3,139		5			7,631

Expenses:
Compensation and benefits		19,819			3,127			2,419			25,365			14,976			2,328		2,547			19,851
Professional fees		875			(112	)		824			1,587			986			71		2,591			3,648
Software and IT costs		2,346			17			997			3,360			2,798			170		1,717			4,685
Depreciation and amortization		5,505			1,600			—			7,105			5,689			1,609		—			7,298
Interest expense on corporate debt		681			—			920			1,601			540			—		1,053			1,593
Impairment charges		2,407			—			—			2,407			—			—		—			—
Other expenses		1,991			127			1,318			3,436			1,666			161		2,034			3,861
Total expenses		33,624			4,759			6,478			44,861			26,656			4,339		9,941			40,936

Adjusted EBITDA	$	(14,119	)	$	(210	)	$	(11,205	)	$	(25,534	)	$	(9,780	)	$	536	$	(16,715	)	$	(25,959	)


	Nine Months Ended September 30,
	2024											2023
	UACC			CarStory		Corporate			Total			UACC			CarStory		Corporate			Total
Interest income	$	154,731		$	—	$	(1,579	)	$	153,152		$	130,897		$	—	$	(1,955	)	$	128,942

Interest expense:
Warehouse credit facility		22,708			—		—			22,708			12,279			—		—			12,279
Securitization debt		21,960			—		—			21,960			16,442			—		—			16,442
Total interest expense		44,668			—		—			44,668			28,721			—		—			28,721
Net interest income		110,063			—		(1,579	)		108,484			102,176			—		(1,955	)		100,221

Realized and unrealized losses, net of recoveries		77,460			—		10,434			87,894			62,980			—		13,192			76,173
Net interest income after losses and recoveries		32,604			—		(12,013	)		20,590			39,196			—		(15,148	)		24,048

Noninterest (loss) income:
Servicing income		5,101			—		—			5,101			7,835			—		—			7,835
Warranties and GAP income (loss), net		5,324			—		(9,671	)		(4,347	)		5,168			—		(1,436	)		3,732
CarStory revenue		—			8,782		—			8,782			—			9,392		—			9,392
Gain on debt extinguishment		—			—		—			—			—			—		19,640			19,640
Other income		6,266			562		1,516			8,344			2,601			282		5,277			8,160
Total noninterest (loss) income		16,691			9,344		(8,155	)		17,880			15,604			9,674		23,481			48,759

Expenses:
Compensation and benefits		59,146			7,802		9,703			76,651			49,904			7,149		7,360			64,413
Professional fees		2,326			90		4,002			6,418			4,555			361		6,149			11,065
Software and IT costs		8,048			205		3,765			12,018			8,478			515		5,742			14,735
Depreciation and amortization		17,156			4,807		—			21,963			16,898			4,822		—			21,720
Interest expense on corporate debt		1,781			—		2,760			4,541			1,173			—		3,287			4,460
Impairment charges		5,159			—		—			5,159			—			—		—			—
Other expenses		7,569			300		4,984			12,853			5,927			462		7,242			13,631
Total expenses		101,187			13,203		25,213			139,603			86,935			13,308		29,781			130,024

Adjusted EBITDA	$	(27,091	)	$	720	$	(38,858	)	$	(65,229	)	$	(13,956	)	$	1,738	$	(40,358	)	$	(52,576	)

The reconciliation between reportable segment Adjusted EBITDA to consolidated loss from continuing operations before provision for income taxes is as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Adjusted EBITDA by Segment
UACC	$	(14,119	)	$	(9,780	)	$	(27,091	)	$	(13,956	)
CarStory		(210	)		536			720			1,738
Corporate		(11,205	)		(16,715	)		(38,858	)		(40,358	)
Total	$	(25,534	)	$	(25,959	)	$	(65,229	)	$	(52,576	)

Interest expense on corporate debt		(1,601	)		(1,593	)		(4,541	)		(4,460	)
Interest income on cash and cash equivalents		1,035			2,007			3,221			7,026
Depreciation and amortization		(7,105	)		(7,298	)		(21,963	)		(21,720	)
Stock compensation expense		(1,244	)		(1,779	)		(5,014	)		(5,126	)
Gain on debt extinguishment		—			—			—			19,640
Severance		(763	)		—			(2,448	)		—
Impairment charges		(2,407	)		—			(5,159	)		—
Loss from continuing operations before provision for income taxes	$	(37,620	)	$	(34,622	)	$	(101,133	)	$	(57,217	)

- 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

Revised Consolidated Financial Statements Information - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other current liabilities		$ 0
Accounts payable		0
Error Correction, Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Other current liabilities	$ 1,400
Accounts payable	4,100
Operating expenses	$ 5,500	$ 4,600

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Warehouse Credit Facilities of Consolidated VIEs - Additional Information (Details) - Warehouse Credit Facility - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 32.9	$ 56.9
Weighted average interest rate	6.97%	6.98%

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finance Receivables of Consolidated CFEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Losses included in realized and unrealized losses	$ 16,689	$ 23,103	$ 43,233	$ 54,987
Finance Receivables of Consolidated CFEs \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Beginning Balance			316,998	77,904
Reclassification of finance receivables held for sale to finance receivables at fair value, net				248,081
Transfer within Level 3 categories			53,899	24,175
Consolidation of VIEs				180,706
Losses included in realized and unrealized losses			(52,017)	(67,035)
Paydowns			(84,821)	(117,002)
Other			10,922	18,965
Fair Value, Ending Balance	244,981	365,794	244,981	365,794
Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Losses included in realized and unrealized losses	3,758	2,027	9,758	605
Finance Receivables at Fair Value \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Beginning Balance			31,672	75,270
Transfer within Level 3 categories			(53,899)	(24,175)
Losses included in realized and unrealized losses			(14,956)	(1,349)
Issuances, net of discount			322,853	3,392
Paydowns			(44,786)	(19,641)
Other			1,708	1,406
Fair Value, Ending Balance	242,592	$ 34,903	242,592	$ 34,903
Securitization Debt of Consolidated CFEs \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfers into Level 3			20,864
Losses included in realized and unrealized losses			(3,939)
Fair Value, Ending Balance	$ 16,925		$ 16,925

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (39,743)	$ (21,188)	$ (67,617)	$ (82,727)	$ (66,039)	$ (74,741)	$ (128,550)	$ (223,508)	$ (364,611)	$ (450,464)

- Definition

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

+ References

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+ Details

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						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net loss from continuing operations	$ (37,744)			$ (34,739)			$ (101,526)	$ (57,670)
Net loss from discontinued operations	(1,999)			(47,988)			(27,024)	(165,838)
Net loss	$ (39,743)	$ (21,188)	$ (67,617)	$ (82,727)	$ (66,039)	$ (74,741)	$ (128,550)	$ (223,508)	$ (364,611)	$ (450,464)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted	1,807,398			1,746,154			1,800,729	1,739,042	1,743,128	1,723,843
Net loss per share attributable to common stockholders, continuing operations, basic	$ (20.88)			$ (19.89)			$ (56.38)	$ (33.16)	$ (48.52)	$ 69.95
Net loss per share attributable to common stockholders, continuing operations, diluted	(20.88)			(19.89)			(56.38)	(33.16)	(48.52)	69.95
Net loss per share attributable to common stockholders, Discontinued operations, basic	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Net loss per share attributable to common stockholders, Discontinued operations, diluted	(1.11)			(27.48)			(15.01)	(95.36)	(160.65)	(331.26)
Total net loss per share attributable to common stockholders, basic	(21.99)			(47.38)			(71.39)	(128.52)	(209.17)	(261.31)
Total net loss per share attributable to common stockholders, diluted	$ (21.99)			$ (47.38)			$ (71.39)	$ (128.52)	$ (209.17)	$ (261.31)

Discontinued Operations - Schedule of Condensed Consolidated Balance Sheet from Discontinued Operations (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
ASSETS
Inventory	$ 0	$ 163,250
Property and equipment, net	2,864	19,150
Other assets	152	14,137
Assets from discontinued operations	3,016	196,537	$ 432,242
LIABILITIES
Accounts payable	19	6,440
Accrued expenses	4,817	27,133
Vehicle floorplan	0	151,178
Deferred revenue	0	14,025
Operating lease liabilities	161	23,461
Other liabilities	0	5,883
Liabilities from discontinued operations	$ 4,997	$ 228,120	$ 383,823

Warehouse Credit Facilities of Consolidated VIEs - Schedule of Terms of the Warehouse Credit Facilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Restricted cash	$ 47,068	$ 73,234	$ 73,095
Facility One
Line of Credit Facility [Line Items]
Execution Date	May 30, 2012
Maturity Date	Jul. 21, 2025
Aggregate borrowings limit	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral		223,207
Outstanding balance		177,375
Restricted cash		8,961
Facility Two
Line of Credit Facility [Line Items]
Execution Date	Nov. 19, 2013
Maturity Date	Jun. 02, 2025
Aggregate borrowings limit	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral	87,508	64,970
Outstanding balance	68,689	51,012
Restricted cash	$ 3,196	2,550
Facility Three
Line of Credit Facility [Line Items]
Execution Date	Jul. 11, 2019
Maturity Date	Aug. 29, 2025
Aggregate borrowings limit	$ 200,000
Aggregate principal balance of finance receivables pledged as collateral	152,172	165,927
Outstanding balance	123,331	117,264
Restricted cash	$ 6,422	6,485
Facility Four
Line of Credit Facility [Line Items]
Execution Date	Nov. 18, 2022
Maturity Date	Sep. 12, 2025
Aggregate borrowings limit	$ 225,000
Aggregate principal balance of finance receivables pledged as collateral	162,435	92,978
Outstanding balance	129,792	75,617
Restricted cash	$ 6,143	$ 2,692

Variable Interest Entities and Securitizations - Summary of Total Assets and Total Liabilities Associated With Variable Interests in Consolidated VIEs (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Assets:
Restricted cash	$ 47,068	$ 73,234	$ 73,095
Finance receivables at fair value	487,573	348,670
Finance receivables held for sale, net	363,029	503,546	321,626
Interest receivable	14,024	14,484
Other assets	36,446	59,429	46,212
Total assets	1,123,734	1,475,422	1,619,027
Liabilities:
Warehouse credit facilities	321,812	421,268
Other liabilities	51,474	61,321
Total liabilities	1,119,051	1,347,751	$ 1,139,194
Securitization Vehicles
Assets:
Restricted cash	30,390	28,458
Finance receivables at fair value	244,981	316,998
Finance receivables held for sale, net	201,271
Interest receivable	7,617	6,107
Other assets	7,462	6,283
Total assets	491,721	357,846
Liabilities:
Securitization debt	410,011	314,095
Other liabilities	7,136	4,534
Total liabilities	417,147	318,629
Warehouse Facilities
Assets:
Restricted cash	15,760	20,688
Finance receivables at fair value	201,672	24,446
Finance receivables held for sale, net	152,547	457,185
Interest receivable	5,520	7,586
Other assets	4,761	6,987
Total assets	380,260	516,892
Liabilities:
Warehouse credit facilities	321,812	421,268
Other liabilities	9,227	9,801
Total liabilities	331,039	431,069
Consolidated VIEs
Assets:
Restricted cash	46,150	49,146
Finance receivables at fair value	446,653	341,444
Finance receivables held for sale, net	353,818	457,185
Interest receivable	13,137	13,693
Other assets	12,223	13,270
Total assets	871,981	874,738
Liabilities:
Securitization debt	410,011	314,095
Warehouse credit facilities	321,812	421,268
Other liabilities	16,363	14,335
Total liabilities	$ 748,186	$ 749,698

Financial Instruments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	34,456	$	—	$	—	$	34,456
CFE assets:
Finance receivables		—		—		244,981		244,981
Finance receivables at fair value		—		—		242,592		242,592
Other assets (beneficial interests in securitizations)		—		2,613		—		2,613
Total financial assets	$	34,456	$	2,613	$	487,573	$	524,642
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		150,791		16,925		167,716
Total financial liabilities	$	—	$	150,791	$	16,925	$	167,716

	As of December 31, 2023
	Level 1		Level 2		Level 3		Total
Financial Assets
Cash and cash equivalents:
Money market funds	$	27,121	$	—	$	—	$	27,121
CFE assets:
Finance receivables		—		—		316,998		316,998
Finance receivables at fair value		—		—		31,672		31,672
Other assets (beneficial interests in securitizations)		—		4,485		—		4,485
Total financial assets	$	27,121	$	4,485	$	348,670	$	380,276
Financial Liabilities
CFE liabilities:
Securitization debt of consolidated VIEs		—		314,095		—		314,095
Total financial liabilities	$	—	$	314,095	$	—	$	314,095

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			Securitization Debt of Consolidated CFEs
Fair value as of January 1, 2024	$	316,998		$	31,672		$	—
Transfer within Level 3 categories		53,899			(53,899	)		—
Transfers into Level 3		—			—			20,864
Losses included in realized and unrealized losses		(52,017	)		(14,956	)		(3,939	)
Issuances, net of discount		—			322,853			—
Paydowns		(84,821	)		(44,786	)		—
Other		10,922			1,708			—
Fair value as of September 30, 2024	$	244,981		$	242,592		$	16,925


	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		24,175			(24,175	)
Consolidation of VIEs		180,706			—
Losses included in realized and unrealized losses		(67,035	)		(1,349	)
Issuances, net of discount		—			3,392
Paydowns		(117,002	)		(19,641	)
Other		18,965			1,406
Fair value as of September 30, 2023	$	365,794		$	34,903

Summary of Gains or Losses Recorded Related to Eligible Financial Instruments


	Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023		2024			2023
Financial Assets
Finance receivables of CFEs	$	16,689		$	23,103	$	43,233		$	54,987
Finance receivables at fair value		3,758			2,027		9,758			605
Beneficial interests in securitizations		(65	)		238		(157	)		1,160
Financial Liabilities
Debt of securitized VIEs		(2,567	)		335		(7,053	)		(6,916	)
Total net loss included in "Realized and unrealized losses, net of recoveries"	$	17,815		$	25,703	$	45,781		$	49,836

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 September 30, 2024	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	$	287,993	$	273,600
Aggregate fair value of finance receivables that are reported at fair value	$	244,981	$	242,592
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)	$	6,430	$	2,529
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	5,436	$	1,774


As of December 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	$	361,609	$	36,207
Aggregate fair value of finance receivables that are reported at fair value	$	316,998	$	31,672
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)	$	6,700	$	717
Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due)	$	5,921	$	544

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 September 30, 2024	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	177,942
Aggregate fair value of rated notes of securitized VIEs	$	167,716


As of December 31, 2023	Securitization debt of consolidated VIEs at Fair Value
Aggregate unpaid principal balance of rated notes of securitized VIEs	$	318,085
Aggregate fair value of rated notes of securitized VIEs	$	314,095

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

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.


	September 30,		December 31,
	2024		2023
Carrying value	$	287,926	$	286,800
Fair value	$	145,244	$	152,506

The fair value of the 2024-1 securitization debt, which is not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing non-binding quoted prices provided by broker dealers, as discussed above, and classified as Level 2 of the fair value hierarchy.


	September 30,
	2024
Carrying value	$	242,295
Fair value	$	248,526

- Definition

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Other Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Other Liabilities Disclosure [Abstract]

Schedule of Other Liabilities

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


	September 30,		December 31,
	2024		2023
Warranty and GAP liabilities	$	17,792	$	21,279
Dealer related liabilities		4,506		6,934
Accrued compensation and benefits		11,155		8,923
Accrued professional services		798		2,542
Accrued software and IT costs		571		1,011
Interest payable		4,781		4,183
Insurance payable		365		2,142
Other		11,506		14,307
Total other liabilities	$	51,474	$	61,321

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
ASSETS
Cash and cash equivalents	$ 51,093	$ 135,585
Restricted cash (including restricted cash of consolidated VIEs of $46.2 million and $49.1 million, respectively)	47,068	73,234
Finance receivables at fair value (including finance receivables of consolidated VIEs of $446.7 million and $341.4 million, respectively)	487,573	348,670
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $353.8 million and $457.2 million, respectively)	363,029	503,546
Interest receivable (including interest receivables of consolidated VIEs of $13.1 million and $13.7 million, respectively)	14,024	14,484
Property and equipment, net	3,055	4,982
Intangible assets, net	111,625	131,892
Operating lease right-of-use assets	6,805	7,063
Other assets (including other assets of consolidated VIEs of $12.2 million and $13.3 million, respectively)	36,446	59,429
Assets from discontinued operations	3,016	196,537
Total assets	1,123,734	1,475,422
LIABILITIES AND STOCKHOLDERS' EQUITY
Warehouse credit facilities of consolidated VIEs	321,812	421,268
Long-term debt (including securitization debt of consolidated VIEs of $242.3 million at amortized cost and $167.7 million at fair value as of September 30, 2024 and $314.1 million at fair value as of December 31, 2023)	729,372	626,583
Operating lease liabilities	11,396	10,459
Other liabilities (including other liabilities of consolidated VIEs of $16.4 million and $14.3 million, respectively)	51,474	61,321
Liabilities from discontinued operations	4,997	228,120
Total liabilities	1,119,051	1,347,751
Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 1,808,243 and 1,791,286 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in-capital	2,093,941	2,088,381
Accumulated deficit	(2,089,260)	(1,960,712)
Total stockholders' equity	4,683	127,671
Total liabilities and stockholders' equity	$ 1,123,734	$ 1,475,422

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
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 Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 10.9	$ 11.8
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 11.2	$ 22.3

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30,						Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2024			2023			2024			2023
Net loss from continuing operations	$	(37,744	)	$	(34,739	)	$	(101,526	)	$	(57,670	)
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	(27,024	)	$	(165,838	)
Net loss	$	(39,743	)	$	(82,727	)	$	(128,550	)	$	(223,508	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,807,398			1,746,154			1,800,729			1,739,042
Net loss per share attributable to common stockholders, continuing operations, basic and diluted	$	(20.88	)	$	(19.89	)	$	(56.38	)	$	(33.16	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted	$	(1.11	)	$	(27.48	)	$	(15.01	)	$	(95.36	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(21.99	)	$	(47.38	)	$	(71.39	)	$	(128.52	)

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 September 30,
	2024		2023
Convertible senior notes		64,830		74,203
Stock options		25,911		29,744
Restricted stock units		132,614		175,103
Total		223,355		279,050

Revised Consolidated Financial Statements Information - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 51,093			$ 135,585				$ 398,915
Restricted cash	47,068			73,234				73,095
Accounts receivable, net of allowance								0
Finance receivables at fair value	487,573			348,670
Finance receivables held for sale, net	363,029			503,546				321,626
Beneficial interests in securitizations								20,592
Prepaid expenses and other current assets								0
Assets, Current, Total								814,228
Finance receivables at fair value				348,670				153,174
Property and equipment, net	3,055			4,982				4,466
Intangible assets, net	111,625			131,892				158,910
Operating lease right-of-use assets	6,805			7,063				2,553
Interest Receivable				14,484				7,242
Other assets	36,446			59,429				46,212
Assets from discontinued operations	3,016			196,537				432,242
Total assets	1,123,734			1,475,422				1,619,027
Current Liabilities:
Accounts payable								0
Accrued expenses								0
Warehouse credit facilities of consolidated VIEs				421,268				229,518
Operating lease liabilities, current								0
Other current liabilities								0
Liabilities, Current, Total								229,518
Long-term debt (including securitization debt of consolidated VIEs of $242.3 million at amortized cost and $167.7 million at fair value as of September 30, 2024 and $314.1 million at fair value as of December 31, 2023)	729,372			626,583				449,393
Operating lease liabilities, excluding current portion				10,459				5,231
Other long-term liabilities				61,321				71,229
Liabilities from discontinued operations	4,997			228,120				383,823
Total liabilities	1,119,051			1,347,751				1,139,194
Commitments and Contingencies
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 1,808,243 and 1,791,286 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	2			2				2
Additional paid-in-capital	2,093,941			2,088,381				2,075,931
Accumulated deficit	(2,089,260)			(1,960,712)				(1,596,100)
Total stockholders' equity	4,683	$ 43,142	$ 61,487	127,671	$ 263,574	$ 343,410	$ 407,133	479,833
Total liabilities and stockholders' equity	$ 1,123,734			1,475,422				1,619,027
As Reported
Current Assets:
Cash and cash equivalents				135,585				398,915
Restricted cash				73,234				73,095
Accounts receivable, net of allowance				9,139				13,967
Finance receivables at fair value				12,501				12,939
Finance receivables held for sale, net				503,546				321,626
Inventory				163,250				320,648
Beneficial interests in securitizations				4,485				20,592
Prepaid expenses and other current assets				50,899				58,327
Assets, Current, Total				952,639				1,220,109
Finance receivables at fair value				336,169				140,235
Property and equipment, net				24,132				50,201
Intangible assets, net				131,892				158,910
Operating lease right-of-use assets				7,063				23,568
Other assets				23,527				26,004
Total assets				1,475,422				1,619,027
Current Liabilities:
Accounts payable				26,762				34,702
Accrued expenses				52,452				76,795
Vehicle floorplan				151,178				276,988
Warehouse credit facilities of consolidated VIEs				421,268				229,518
Current portion of long term debt				172,410				47,239
Deferred revenue				14,025				10,655
Operating lease liabilities, current				8,737				9,730
Other current liabilities				9,974				17,693
Liabilities, Current, Total				856,806				703,320
Long-term debt (including securitization debt of consolidated VIEs of $242.3 million at amortized cost and $167.7 million at fair value as of September 30, 2024 and $314.1 million at fair value as of December 31, 2023)				454,173				402,154
Operating lease liabilities, excluding current portion				25,183				20,129
Other long-term liabilities				17,109				18,183
Total liabilities				1,353,271				1,143,786
Commitments and Contingencies
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 1,808,243 and 1,791,286 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively				2				2
Additional paid-in-capital				2,088,381				2,075,931
Accumulated deficit				(1,966,232)				(1,600,692)
Total stockholders' equity				122,151				475,241
Total liabilities and stockholders' equity				1,475,422				1,619,027
Adjustments
Current Liabilities:
Accounts payable				(4,138)				(3,310)
Other current liabilities				(1,382)				(1,283)
Liabilities, Current, Total				(5,520)				(4,592)
Total liabilities				(5,520)				(4,592)
Commitments and Contingencies
Stockholders' equity:
Accumulated deficit				5,520				4,592
Total stockholders' equity				5,520				4,592
Presentation Reclasses
Current Assets:
Accounts receivable, net of allowance				(4,726)				(921)
Finance receivables at fair value				(12,501)				(12,939)
Beneficial interests in securitizations				(4,485)
Prepaid expenses and other current assets				(42,081)				(29,775)
Assets, Current, Total				(63,793)				(43,635)
Finance receivables at fair value				12,501				12,939
Interest Receivable				14,484				7,242
Other assets				36,808				23,454
Current Liabilities:
Accounts payable				(16,185)				(16,869)
Accrued expenses				(25,319)				(29,733)
Current portion of long term debt				(172,410)				(47,239)
Operating lease liabilities, current				(2,632)				(2,378)
Other current liabilities				(2,708)				(6,444)
Liabilities, Current, Total				(219,254)				(102,663)
Long-term debt (including securitization debt of consolidated VIEs of $242.3 million at amortized cost and $167.7 million at fair value as of September 30, 2024 and $314.1 million at fair value as of December 31, 2023)				172,410				47,239
Operating lease liabilities, excluding current portion				2,632				2,378
Other long-term liabilities				44,212				53,046
Commitments and Contingencies
Discontinued Operations
Current Assets:
Accounts receivable, net of allowance				4,413				13,046
Inventory				163,250				320,648
Prepaid expenses and other current assets				8,818				28,552
Assets, Current, Total				176,481				362,246
Property and equipment, net				19,150				45,735
Operating lease right-of-use assets								21,015
Other assets				906				3,246
Assets from discontinued operations				196,537				432,242
Current Liabilities:
Accounts payable				6,439				14,523
Accrued expenses				27,133				47,062
Vehicle floorplan				151,178				276,988
Deferred revenue				14,025				10,655
Operating lease liabilities, current				6,105				7,352
Other current liabilities				5,884				9,966
Liabilities, Current, Total				210,764				366,547
Operating lease liabilities, excluding current portion				17,356				17,276
Liabilities from discontinued operations				228,120				383,823
Commitments and Contingencies

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables held for sale, Fair Value	$ 277,600,000	$ 0
Finance receivable fair value on non-recurring basis	108,100,000	34,800,000
Finance receivables held for sale, carrying value	363,029,000	503,546,000		$ 321,626,000
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables held for sale, carrying value	254,900,000
Finance receivables held for sale, fair Value	$ 254,900,000	$ 468,800,000
2022-2 Securitization \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables			$ 180,700,000
2023-1 Securitization \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Finance receivables held for sale, Fair Value			$ 248,100,000

Variable Interest Entities and Securitizations - Summary of Unconsolidated Variable Interest Entity (Details) - Variable Interest Entity Not Primary Beneficiary - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Aggregate Principal Balance	$ 2,895	$ 4,848
Carrying Value	2,922	4,795
Total Exposure	2,922	4,795
Rated Notes
Variable Interest Entity [Line Items]
Aggregate Principal Balance	2,585	4,538
Carrying Value	2,440	4,345
Total Exposure	2,440	4,345
Certificates
Variable Interest Entity [Line Items]
Carrying Value	172	140
Total Exposure	172	140
Other Assets
Variable Interest Entity [Line Items]
Aggregate Principal Balance	310	310
Carrying Value	310	310
Total Exposure	$ 310	$ 310

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Discontinued Operations

9 Months Ended

Sep. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

5. Discontinued Operations

As discussed in Note 1 – Description of Business and Basis of Presentation, the Ecommerce Wind-Down was substantially completed as of March 29, 2024. The Company's ecommerce operations were previously a reportable segment and the exit represents a strategic shift that had a major effect on the Company's operations and financial results. Therefore, in accordance with ASC 205, as of and for the three and nine months ended September 30, 2024, the Company reported the ecommerce operations and used vehicle dealership business as discontinued operations and recast prior periods to reflect this presentation.

During the three and nine months ended September 30, 2024, the Company incurred charges of approximately $0.2 million and $15.8 million, respectively for severance and other personnel-related costs and approximately $0.4 million and $13.9 million, respectively for contract and lease termination costs as a result of the Ecommerce Wind-Down recorded in "Net loss from discontinued operations" in the condensed consolidated statements of operations.

The following table summarizes the major income and expense line items from discontinued operations as reported in the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue:
Retail vehicle, net	$	—			147,840		$	47,320		$	419,920
Wholesale vehicle		—			30,898			140,714			75,593
Product, net		—			4,225			1,635			12,199
Total revenue		—			182,963			189,669			507,712
Cost of sales:
Retail vehicle		—			144,655			43,673			414,917
Wholesale vehicle		—			32,393			142,343			81,019
Total cost of sales		—			177,048			186,016			495,936
Total gross profit		—			5,915			3,653			11,776
Selling, general and administrative expenses		1,000			48,609			39,602			160,924
Loss (gain) on disposal of long lived assets		924			—			(10,355	)		(81	)
Depreciation and amortization		—			3,712			383			10,125
Impairment charges		—			—			—			1,353
Loss from operations		(1,924	)		(46,406	)		(25,977	)		(160,545	)
Interest expense		—			4,944			1,607			14,178
Interest income		—			(3,505	)		(856	)		(9,350	)
Loss before provision for income taxes		(1,924	)		(47,845	)		(26,728	)		(165,373	)
Provision for income taxes		75			143			296			465
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	(27,024	)	$	(165,838	)

The following table summarizes the major classes of assets and liabilities from discontinued operations as reported in the condensed consolidated balance sheets:


	As of September 30,		As of December 31,
	2024		2023
ASSETS
Inventory	$	—	$	163,250
Property and equipment, net		2,864		19,150
Other assets		152		14,137
Assets from discontinued operations	$	3,016	$	196,537
LIABILITIES
Accounts payable	$	19	$	6,440
Accrued expenses		4,817		27,133
Vehicle floorplan		—		151,178
Deferred revenue		—		14,025
Operating lease liabilities		161		23,461
Other liabilities		—		5,883
Liabilities from discontinued operations	$	4,997	$	228,120

Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 190,300	$ 190,300
Accumulated Amortization	(78,675)	(58,408)
Carrying Value	111,625	131,892
Developed and Purchased Technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	108,700	108,700
Accumulated Amortization	(50,798)	(38,050)
Carrying Value	57,902	70,650
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	69,400	69,400
Accumulated Amortization	(23,842)	(17,336)
Carrying Value	45,558	52,064
Trademarks and Trade names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	12,200	12,200
Accumulated Amortization	(4,035)	(3,022)
Carrying Value	$ 8,165	$ 9,178

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Long Term Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total debt	$ 729,372	$ 626,583	$ 449,393
Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	287,926	286,800
Securitization debt of consolidated VIEs at fair value
Debt Instrument [Line Items]
Total debt	167,716	314,095
Securitization debt of consolidated VIEs at amortized cost
Debt Instrument [Line Items]
Total debt	242,295
Financing of Beneficial Interest in Securizations
Debt Instrument [Line Items]
Total debt	21,125	15,378
Junior Subordinated Debentures
Debt Instrument [Line Items]
Total debt	$ 10,310	$ 10,310

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

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

+ References + Details

Revised Consolidated Financial Statements Information

9 Months Ended

Sep. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Revised Consolidated Financial Statements Information

18. Revised Consolidated Financial Statements Information

In March 2024, in connection with the Ecommerce Wind-Down, the Company identified errors related to an overstatement of credit balances in other current liabilities and accounts payable as of and prior to December 31, 2023. The Company incorrectly recorded approximately $1.4 million of other current liabilities and $4.1 million of accounts payable, instead of a reduction in operating expenses of $5.5 million, of which $4.6 million related to annual periods prior to 2023. The Company evaluated the impact of these errors and concluded that they are not material to any previously issued annual or interim consolidated financial statements. As a result of these errors, the Company has revised the consolidated financial statements for the three and nine months ended September 30, 2023 and as of December 31, 2023 and 2022 and for the years then ended. The Company has reflected these revisions in its 2024 Quarterly Reports on Form 10-Q and intends to reflect the revisions in it 2024 Annual Report to be filed on Form 10-K.

The following table (in thousands) sets forth the Company’s consolidated results of operations for the three and nine months ended September 30, 2023 and the years ended December 31, 2023 and 2022, which have been retrospectively adjusted for the impact of the immaterial errors identified as well as new financial statement presentation and discontinued operations presentation related to the Ecommerce Wind-Down.


	Three Months Ended September 30, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	235,634		$	—		$	(182,965	)	$	(52,668	)	$	—
Total cost of sales		187,540			—			(177,047	)		(10,493	)		—
Total gross profit		48,094			—			(5,918	)		(42,175	)		—

Selling, general and administrative expenses		79,586			(130	)		(48,609	)		(30,847	)		—
Depreciation and amortization		11,010						(3,712	)		(7,298	)		—
Impairment charges		—						—
Loss from operations		(42,502	)		130			46,403			(4,030	)		—

Gain on debt extinguishment		—									—			—
Interest expense		12,058						(4,944	)		(7,114	)		—
Interest income		(5,506	)					3,502			2,004			—
Other loss, net		33,543									(33,543	)		—

Interest income											47,579			47,579

Total interest expense											11,638			11,638

Net interest income											35,941			35,941

Realized and unrealized losses, net of recoveries											37,258			37,258
Net interest income after losses and recoveries											(1,317	)		(1,317	)

Total noninterest (loss) income											7,631			7,631

Total expenses											40,936			40,936

Loss before provision (benefit) for income taxes		(82,597	)		130			47,845			(34,622	)		(34,622	)
Provision (benefit) for income taxes		260						(143	)					117
Net loss from continuing operations														(34,739	)
Net loss from discontinued operations														(47,988	)
Total net loss	$	(82,857	)	$	130								$	(82,727	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(19.89	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(27.48	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(47.45	)										$	(47.38	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,746,154												1,746,154

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	Nine Months Ended September 30, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	657,279		$	—		$	(507,712	)	$	(149,566	)	$	—
Total cost of sales		524,379			—			(495,936	)		(28,443	)		—
Total gross profit		132,900			—			(11,776	)		(121,123	)		—

Selling, general and administrative expenses		263,078			(711	)		(160,843	)		(101,524	)		—
Depreciation and amortization		31,845						(10,125	)		(21,720	)		—
Impairment charges		1,353						(1,353	)					—
Loss from operations		(163,376	)		711			160,545			2,121			—

Gain on debt extinguishment		(19,640	)								19,640			—
Interest expense		30,915						(14,178	)		(16,737	)		—
Interest income		(16,369	)					9,350			7,019			—
Other loss, net		65,019									(65,019	)		—

Interest income											128,942			128,942

Total interest expense											28,721			28,721

Net interest income											100,221			100,221

Realized and unrealized losses, net of recoveries											76,173			76,173
Net interest income after losses and recoveries											24,048			24,048

Total noninterest (loss) income											48,759			48,759

Total expenses											130,024			130,024

Loss before provision (benefit) for income taxes		(223,301	)		711			165,373			(57,217	)		(57,217	)
Provision (benefit) for income taxes		918						(465	)					453
Net loss from continuing operations														(57,670	)
Net loss from discontinued operations														(165,838	)
Total net loss	$	(224,219	)	$	711								$	(223,508	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(33.16	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(95.36	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(128.93	)										$	(128.52	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,739,042												1,739,042

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.



	Year ended December 31, 2023

	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	893,203		$	—		$	(687,215	)	$	(205,988	)	$	—
Total cost of sales		731,256			—			(692,037	)		(39,219	)		—
Total gross profit		161,947			—			4,822			(166,769	)		—

Selling, general and administrative expenses		340,657			(929	)		(205,977	)		(133,751	)		—
Depreciation and amortization		42,769						(13,656	)		(29,113	)		—
Impairment charges		48,748						(48,748	)					—
Loss from operations		(270,227	)		929			273,203			(3,905	)		—

Gain on debt extinguishment		(37,878	)		—			—			37,878			—
Interest expense		45,445						(19,556	)		(25,889	)		—
Interest income		(21,158	)					13,218			7,940			—
Other loss (income), net		108,289			—			—			(108,289	)		—

Interest income										$	178,482		$	178,482

Total interest expense											41,893			41,893
Net interest income											136,589			136,589

Realized and unrealized losses, net of recoveries											122,541			122,541
Net interest income after losses and recoveries											14,048			14,048

Total noninterest (loss) income											75,126			75,126

Total expenses											173,629			173,629

Loss before provision (benefit) for income taxes		(364,925	)		929			279,541			(84,455	)		(84,455	)
Provision (benefit) for income taxes		615						(492	)					123
Net loss from continuing operations														(84,578	)
Net loss from discontinued operations														(280,033	)
Total net loss	$	(365,540	)	$	929									(364,611	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(48.52	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(160.65	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(209.70	)										$	(209.17	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,743,128												1,743,128

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	Year ended December 31, 2022
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	1,948,901		$	—		$	(1,774,270	)	$	(174,631	)	$	—
Total cost of sales		1,704,114			—			(1,686,340	)		(17,774	)		—
Total gross profit		244,787			—			(87,930	)		(156,857	)		—

Selling, general and administrative expenses		566,387			(1,447	)		(424,985	)		(139,955	)		—
Depreciation and amortization		38,290						(11,220	)		(27,070	)		—
Impairment charges		211,873						(211,873	)					—
Loss from operations		(571,763	)		1,447			560,148			10,168			—

Gain on debt extinguishment		(164,684	)		—			—			164,684			—
Interest expense		40,693						(26,831	)		(13,862	)		—
Interest income		(19,363	)					15,934			3,429			—
Other loss (income), net		43,181						—			(43,181	)		—

Interest income											91,671			91,671

Total interest expense											9,508			9,508

Net interest income											82,163			82,163

Realized (gain) on sale of finance receivables											(44,481	)		(44,481	)
Realized and unrealized losses, net of recoveries											54,761			54,761
Net interest income after gains, losses and recoveries											71,883			71,883

Total noninterest (loss) income											208,983			208,983

Total expenses											179,965			179,965

(Loss) income before provision (benefit) for income taxes		(471,590	)		1,447			571,045			100,901			100,901
Provision (benefit) for income taxes		(19,680	)											(19,680	)
Net income from continuing operations														120,581
Net loss from discontinued operations														(571,045	)
Total net loss	$	(451,910	)	$	1,447								$	(450,464	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														69.95
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted													$	(331.26	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(262.15	)										$	(261.31	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,723,843												1,723,843

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.

The impacts to our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows (in thousands):


	As of December 31, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
ASSETS
Current Assets:
Cash and cash equivalents	$	135,585											$	135,585
Restricted cash		73,234												73,234
Accounts receivable, net of allowance		9,139						(4,413	)		(4,726	)		—
Finance receivables at fair value		12,501									(12,501	)		—
Finance receivables held for sale, net		503,546												503,546
Inventory		163,250						(163,250	)					—
Beneficial interests in securitizations		4,485									(4,485	)		—
Prepaid expenses and other current assets		50,899						(8,818	)		(42,081	)		—
Total current assets		952,639			—			(176,481	)		(63,793	)
Finance receivables at fair value		336,169									12,501			348,670
Property and equipment, net		24,132						(19,150	)					4,982
Intangible assets, net		131,892												131,892
Operating lease right-of-use assets		7,063												7,063
Interest Receivable											14,484			14,484
Other assets (including other assets of consolidated VIEs of $1.8 million)		23,527						(906	)		36,808			59,429
Assets from discontinued operations								196,537						196,537
Total assets	$	1,475,422		$	—		$	—		$	—		$	1,475,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	26,762		$	(4,138	)	$	(6,439	)	$	(16,185	)	$	—
Accrued expenses		52,452						(27,133	)		(25,319	)		—
Vehicle floorplan		151,178						(151,178	)					—
Warehouse credit facilities of consolidated VIEs		421,268						—						421,268
Current portion of long-term debt		172,410						—			(172,410	)		—
Deferred revenue		14,025						(14,025	)					—
Operating lease liabilities, current		8,737						(6,105	)		(2,632	)		—
Other current liabilities		9,974			(1,382	)		(5,884	)		(2,708	)		—
Total current liabilities		856,806			(5,520	)		(210,764	)		(219,254	)
Long-term debt, net of current portion		454,173						—			172,410			626,583
Operating lease liabilities, excluding current portion		25,183						(17,356	)		2,632			10,459
Other long-term liabilities		17,109						—			44,212			61,321
Liabilities from discontinued operations								228,120						228,120
Total liabilities		1,353,271			(5,520	)		—			—			1,347,751
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023; 1,791,286 shares issued and outstanding as of December 31, 2023		2												2
Additional paid-in-capital		2,088,381												2,088,381
Accumulated deficit		(1,966,232	)		5,520									(1,960,712	)
Total stockholders’ equity		122,151			5,520			—			—			127,671
Total liabilities and stockholders’ equity	$	1,475,422		$	—		$	—		$	—		$	1,475,422

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	As of December 31, 2022
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
ASSETS
Current Assets:
Cash and cash equivalents	$	398,915											$	398,915
Restricted cash		73,095												73,095
Accounts receivable, net of allowance		13,967						(13,046	)		(921	)		0
Finance receivables at fair value		12,939									(12,939	)		—
Finance receivables held for sale, net		321,626												321,626
Inventory		320,648						(320,648	)					—
Beneficial interests in securitizations		20,592												20,592
Prepaid expenses and other current assets		58,327						(28,552	)		(29,775	)		0
Total current assets		1,220,109			—			(362,246	)		(43,635	)		814,228
Finance receivables at fair value		140,235									12,939			153,174
Property and equipment, net		50,201						(45,735	)					4,466
Intangible assets, net		158,910												158,910
Operating lease right-of-use assets		23,568						(21,015	)					2,553
Interest receivable											7,242			7,242
Other assets		26,004						(3,246	)		23,454			46,212
Assets from discontinued operations								432,242						432,242
Total assets	$	1,619,027		$	—		$	—		$	—		$	1,619,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	34,702		$	(3,310	)	$	(14,523	)	$	(16,869	)	$	0
Accrued expenses		76,795						(47,062	)		(29,733	)		(0	)
Vehicle floorplan		276,988						(276,988	)					—
Warehouse credit facilities of consolidated VIEs		229,518												229,518
Current portion of long-term debt		47,239									(47,239	)		—
Deferred revenue		10,655						(10,655	)					—
Operating lease liabilities, current		9,730						(7,352	)		(2,378	)		(0	)
Other current liabilities		17,693			(1,283	)		(9,966	)		(6,444	)		0
Total current liabilities		703,320			(4,592	)		(366,547	)		(102,663	)		229,518
Long-term debt, net of current portion		402,154									47,239			449,393
Operating lease liabilities, excluding current portion		20,129						(17,276	)		2,378			5,231
Other long-term liabilities		18,183									53,046			71,229
Liabilities from discontinued operations								383,823						383,823
Total liabilities		1,143,786			(4,592	)		—			—			1,139,194
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2												2
Additional paid-in-capital		2,075,931												2,075,931
Accumulated deficit		(1,600,692	)		4,592									(1,596,100	)
Total stockholders’ equity		475,241			4,592			—			—			479,833
Total liabilities and stockholders’ equity	$	1,619,027		$	—		$	—		$	—		$	1,619,027

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.

There is no impact to our Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2023 and years ended December 31, 2023 and 2022 other than the impact to accumulated deficit as a result of the changes in net loss as presented above and as a result of impacts for periods prior to 2023 to opening accumulated deficit as of December 31, 2022.

There is no impact to net cash used in (provided by) operating activities; investing activities or financing activities in our Consolidated Statements of Cash Flows.

Revised Consolidated Financial Statements Information (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Summary of Revised Consolidated Financial Statements Information


	Three Months Ended September 30, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	235,634		$	—		$	(182,965	)	$	(52,668	)	$	—
Total cost of sales		187,540			—			(177,047	)		(10,493	)		—
Total gross profit		48,094			—			(5,918	)		(42,175	)		—

Selling, general and administrative expenses		79,586			(130	)		(48,609	)		(30,847	)		—
Depreciation and amortization		11,010						(3,712	)		(7,298	)		—
Impairment charges		—						—
Loss from operations		(42,502	)		130			46,403			(4,030	)		—

Gain on debt extinguishment		—									—			—
Interest expense		12,058						(4,944	)		(7,114	)		—
Interest income		(5,506	)					3,502			2,004			—
Other loss, net		33,543									(33,543	)		—

Interest income											47,579			47,579

Total interest expense											11,638			11,638

Net interest income											35,941			35,941

Realized and unrealized losses, net of recoveries											37,258			37,258
Net interest income after losses and recoveries											(1,317	)		(1,317	)

Total noninterest (loss) income											7,631			7,631

Total expenses											40,936			40,936

Loss before provision (benefit) for income taxes		(82,597	)		130			47,845			(34,622	)		(34,622	)
Provision (benefit) for income taxes		260						(143	)					117
Net loss from continuing operations														(34,739	)
Net loss from discontinued operations														(47,988	)
Total net loss	$	(82,857	)	$	130								$	(82,727	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(19.89	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(27.48	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(47.45	)										$	(47.38	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,746,154												1,746,154

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	Nine Months Ended September 30, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	657,279		$	—		$	(507,712	)	$	(149,566	)	$	—
Total cost of sales		524,379			—			(495,936	)		(28,443	)		—
Total gross profit		132,900			—			(11,776	)		(121,123	)		—

Selling, general and administrative expenses		263,078			(711	)		(160,843	)		(101,524	)		—
Depreciation and amortization		31,845						(10,125	)		(21,720	)		—
Impairment charges		1,353						(1,353	)					—
Loss from operations		(163,376	)		711			160,545			2,121			—

Gain on debt extinguishment		(19,640	)								19,640			—
Interest expense		30,915						(14,178	)		(16,737	)		—
Interest income		(16,369	)					9,350			7,019			—
Other loss, net		65,019									(65,019	)		—

Interest income											128,942			128,942

Total interest expense											28,721			28,721

Net interest income											100,221			100,221

Realized and unrealized losses, net of recoveries											76,173			76,173
Net interest income after losses and recoveries											24,048			24,048

Total noninterest (loss) income											48,759			48,759

Total expenses											130,024			130,024

Loss before provision (benefit) for income taxes		(223,301	)		711			165,373			(57,217	)		(57,217	)
Provision (benefit) for income taxes		918						(465	)					453
Net loss from continuing operations														(57,670	)
Net loss from discontinued operations														(165,838	)
Total net loss	$	(224,219	)	$	711								$	(223,508	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(33.16	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(95.36	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(128.93	)										$	(128.52	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,739,042												1,739,042

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.



	Year ended December 31, 2023

	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	893,203		$	—		$	(687,215	)	$	(205,988	)	$	—
Total cost of sales		731,256			—			(692,037	)		(39,219	)		—
Total gross profit		161,947			—			4,822			(166,769	)		—

Selling, general and administrative expenses		340,657			(929	)		(205,977	)		(133,751	)		—
Depreciation and amortization		42,769						(13,656	)		(29,113	)		—
Impairment charges		48,748						(48,748	)					—
Loss from operations		(270,227	)		929			273,203			(3,905	)		—

Gain on debt extinguishment		(37,878	)		—			—			37,878			—
Interest expense		45,445						(19,556	)		(25,889	)		—
Interest income		(21,158	)					13,218			7,940			—
Other loss (income), net		108,289			—			—			(108,289	)		—

Interest income										$	178,482		$	178,482

Total interest expense											41,893			41,893
Net interest income											136,589			136,589

Realized and unrealized losses, net of recoveries											122,541			122,541
Net interest income after losses and recoveries											14,048			14,048

Total noninterest (loss) income											75,126			75,126

Total expenses											173,629			173,629

Loss before provision (benefit) for income taxes		(364,925	)		929			279,541			(84,455	)		(84,455	)
Provision (benefit) for income taxes		615						(492	)					123
Net loss from continuing operations														(84,578	)
Net loss from discontinued operations														(280,033	)
Total net loss	$	(365,540	)	$	929									(364,611	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														(48.52	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted														(160.65	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(209.70	)										$	(209.17	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,743,128												1,743,128

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	Year ended December 31, 2022
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
Total revenue	$	1,948,901		$	—		$	(1,774,270	)	$	(174,631	)	$	—
Total cost of sales		1,704,114			—			(1,686,340	)		(17,774	)		—
Total gross profit		244,787			—			(87,930	)		(156,857	)		—

Selling, general and administrative expenses		566,387			(1,447	)		(424,985	)		(139,955	)		—
Depreciation and amortization		38,290						(11,220	)		(27,070	)		—
Impairment charges		211,873						(211,873	)					—
Loss from operations		(571,763	)		1,447			560,148			10,168			—

Gain on debt extinguishment		(164,684	)		—			—			164,684			—
Interest expense		40,693						(26,831	)		(13,862	)		—
Interest income		(19,363	)					15,934			3,429			—
Other loss (income), net		43,181						—			(43,181	)		—

Interest income											91,671			91,671

Total interest expense											9,508			9,508

Net interest income											82,163			82,163

Realized (gain) on sale of finance receivables											(44,481	)		(44,481	)
Realized and unrealized losses, net of recoveries											54,761			54,761
Net interest income after gains, losses and recoveries											71,883			71,883

Total noninterest (loss) income											208,983			208,983

Total expenses											179,965			179,965

(Loss) income before provision (benefit) for income taxes		(471,590	)		1,447			571,045			100,901			100,901
Provision (benefit) for income taxes		(19,680	)											(19,680	)
Net income from continuing operations														120,581
Net loss from discontinued operations														(571,045	)
Total net loss	$	(451,910	)	$	1,447								$	(450,464	)

Net loss per share attributable to common stockholders, continuing operations, basic and diluted														69.95
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted													$	(331.26	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(262.15	)										$	(261.31	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,723,843												1,723,843

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.

The impacts to our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows (in thousands):


	As of December 31, 2023
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
ASSETS
Current Assets:
Cash and cash equivalents	$	135,585											$	135,585
Restricted cash		73,234												73,234
Accounts receivable, net of allowance		9,139						(4,413	)		(4,726	)		—
Finance receivables at fair value		12,501									(12,501	)		—
Finance receivables held for sale, net		503,546												503,546
Inventory		163,250						(163,250	)					—
Beneficial interests in securitizations		4,485									(4,485	)		—
Prepaid expenses and other current assets		50,899						(8,818	)		(42,081	)		—
Total current assets		952,639			—			(176,481	)		(63,793	)
Finance receivables at fair value		336,169									12,501			348,670
Property and equipment, net		24,132						(19,150	)					4,982
Intangible assets, net		131,892												131,892
Operating lease right-of-use assets		7,063												7,063
Interest Receivable											14,484			14,484
Other assets (including other assets of consolidated VIEs of $1.8 million)		23,527						(906	)		36,808			59,429
Assets from discontinued operations								196,537						196,537
Total assets	$	1,475,422		$	—		$	—		$	—		$	1,475,422
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	26,762		$	(4,138	)	$	(6,439	)	$	(16,185	)	$	—
Accrued expenses		52,452						(27,133	)		(25,319	)		—
Vehicle floorplan		151,178						(151,178	)					—
Warehouse credit facilities of consolidated VIEs		421,268						—						421,268
Current portion of long-term debt		172,410						—			(172,410	)		—
Deferred revenue		14,025						(14,025	)					—
Operating lease liabilities, current		8,737						(6,105	)		(2,632	)		—
Other current liabilities		9,974			(1,382	)		(5,884	)		(2,708	)		—
Total current liabilities		856,806			(5,520	)		(210,764	)		(219,254	)
Long-term debt, net of current portion		454,173						—			172,410			626,583
Operating lease liabilities, excluding current portion		25,183						(17,356	)		2,632			10,459
Other long-term liabilities		17,109						—			44,212			61,321
Liabilities from discontinued operations								228,120						228,120
Total liabilities		1,353,271			(5,520	)		—			—			1,347,751
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023; 1,791,286 shares issued and outstanding as of December 31, 2023		2												2
Additional paid-in-capital		2,088,381												2,088,381
Accumulated deficit		(1,966,232	)		5,520									(1,960,712	)
Total stockholders’ equity		122,151			5,520			—			—			127,671
Total liabilities and stockholders’ equity	$	1,475,422		$	—		$	—		$	—		$	1,475,422

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.


	As of December 31, 2022
	As Reported			Adjustments			Discontinued Operations			Presentation Reclasses (1)			As Recasted and Revised
ASSETS
Current Assets:
Cash and cash equivalents	$	398,915											$	398,915
Restricted cash		73,095												73,095
Accounts receivable, net of allowance		13,967						(13,046	)		(921	)		0
Finance receivables at fair value		12,939									(12,939	)		—
Finance receivables held for sale, net		321,626												321,626
Inventory		320,648						(320,648	)					—
Beneficial interests in securitizations		20,592												20,592
Prepaid expenses and other current assets		58,327						(28,552	)		(29,775	)		0
Total current assets		1,220,109			—			(362,246	)		(43,635	)		814,228
Finance receivables at fair value		140,235									12,939			153,174
Property and equipment, net		50,201						(45,735	)					4,466
Intangible assets, net		158,910												158,910
Operating lease right-of-use assets		23,568						(21,015	)					2,553
Interest receivable											7,242			7,242
Other assets		26,004						(3,246	)		23,454			46,212
Assets from discontinued operations								432,242						432,242
Total assets	$	1,619,027		$	—		$	—		$	—		$	1,619,027
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	34,702		$	(3,310	)	$	(14,523	)	$	(16,869	)	$	0
Accrued expenses		76,795						(47,062	)		(29,733	)		(0	)
Vehicle floorplan		276,988						(276,988	)					—
Warehouse credit facilities of consolidated VIEs		229,518												229,518
Current portion of long-term debt		47,239									(47,239	)		—
Deferred revenue		10,655						(10,655	)					—
Operating lease liabilities, current		9,730						(7,352	)		(2,378	)		(0	)
Other current liabilities		17,693			(1,283	)		(9,966	)		(6,444	)		0
Total current liabilities		703,320			(4,592	)		(366,547	)		(102,663	)		229,518
Long-term debt, net of current portion		402,154									47,239			449,393
Operating lease liabilities, excluding current portion		20,129						(17,276	)		2,378			5,231
Other long-term liabilities		18,183									53,046			71,229
Liabilities from discontinued operations								383,823						383,823
Total liabilities		1,143,786			(4,592	)		—			—			1,139,194
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2												2
Additional paid-in-capital		2,075,931												2,075,931
Accumulated deficit		(1,600,692	)		4,592									(1,596,100	)
Total stockholders’ equity		475,241			4,592			—			—			479,833
Total liabilities and stockholders’ equity	$	1,619,027		$	—		$	—		$	—		$	1,619,027

(1) Reflects revised presentation as a result of the Ecommerce Wind-Down.

Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Feb. 13, 2024 $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Nov. 12, 2024	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
Description of Business and Basis of Presentation [Line Items]
Reverse stock split ratio, description	1-for-80 reverse stock split	every 80 shares of common stock became one of common stock
Reverse stock split ratio	0.0125
Percentage of aggregate outstanding principal amount of debt and largest shareholder		80.00%
Unrestricted cash \| $		$ 51,093		$ 135,585	$ 398,915
Percentage of pro rata share of Unsecured Notes Claims		92.94%
Percentage of pro rata share of Existing Equity Interests		7.06%
Warrants \| shares		1,808,243
Warrants exercise price		$ 12.19
Common stock, par value	$ 0.001	$ 0.001		$ 0.001	$ 0.001
2020 Incentive Award Plan
Description of Business and Basis of Presentation [Line Items]
Percentage of restricted stock		10.00%
Percentage of stock options		5.00%
Subsequent Event
Description of Business and Basis of Presentation [Line Items]
Percentage of pro rata share of Unsecured Notes Claims			92.94%

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Segment Information - Additional Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($) Segment
Segment Reporting [Abstract]
Number of reportable segments	2
Number of operating segments	2
Segment assets \| $	$ 0

Commitments and Contingencies - Additional Information (Details) $ in Millions		9 Months Ended
	Feb. 13, 2024	Sep. 30, 2024	May 06, 2024 USD ($)	Dec. 31, 2023 USD ($)
Loss Contingencies [Line Items]
Reverse stock split ratio, description	1-for-80 reverse stock split	every 80 shares of common stock became one of common stock
Reverse stock split ratio	0.0125
Civil Penalties
Loss Contingencies [Line Items]
Civil penalties/attorney's fees				$ 2
Attorneys' Fees
Loss Contingencies [Line Items]
Civil penalties/attorney's fees				$ 1
Customer Redress
Loss Contingencies [Line Items]
Civil penalties/attorney's fees			$ 1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Taxes [Line Items]
Effective tax rate from continuing operations	(0.33%)	(0.34%)	(0.39%)	(0.79%)
Uncertain tax positions	$ 0		$ 0		$ 0
Interest accrued in relation to uncertain tax positions	$ 0		$ 0		$ 0

Financial Instruments and Fair Value Measurements - Summary of Other Relevant Data Related to Finance Receivables Carried at Fair Value (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
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	$ 287,993	$ 361,609
Aggregate fair value of finance receivables reported at fair value	244,981	316,998
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	6,430	6,700
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	5,436	5,921
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	273,600	36,207
Aggregate fair value of finance receivables reported at fair value	242,592	31,672
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	2,529	717
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	$ 1,774	$ 544

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

17. Net Loss Per Share

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


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2024			2023			2024			2023
Net loss from continuing operations	$	(37,744	)	$	(34,739	)	$	(101,526	)	$	(57,670	)
Net loss from discontinued operations	$	(1,999	)	$	(47,988	)	$	(27,024	)	$	(165,838	)
Net loss	$	(39,743	)	$	(82,727	)	$	(128,550	)	$	(223,508	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted		1,807,398			1,746,154			1,800,729			1,739,042
Net loss per share attributable to common stockholders, continuing operations, basic and diluted	$	(20.88	)	$	(19.89	)	$	(56.38	)	$	(33.16	)
Net loss per share attributable to common stockholders, discontinued operations, basic and diluted	$	(1.11	)	$	(27.48	)	$	(15.01	)	$	(95.36	)
Total net loss per share attributable to common stockholders, basic and diluted	$	(21.99	)	$	(47.38	)	$	(71.39	)	$	(128.52	)

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 September 30,
	2024		2023
Convertible senior notes		64,830		74,203
Stock options		25,911		29,744
Restricted stock units		132,614		175,103
Total		223,355		279,050

Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Interest income	$ 50,213	$ 47,579	$ 153,152	$ 128,942
Warehouse credit facility	6,251	5,522	22,708	12,279
Securitization debt	9,096	6,116	21,960	16,442
Total interest expense	15,347	11,638	44,668	28,721
Net interest income	34,866	35,941	108,484	100,221	$ 136,589	$ 82,163
Realized and unrealized losses, net of recoveries	38,346	37,258	87,894	76,173	122,541	(54,761)
Net interest income after losses and recoveries	(3,480)	(1,317)	20,590	24,048	14,048	71,883
Servicing income	1,495	2,430	5,101	7,835
Warranties and GAP income (loss), net	3,917	146	(4,347)	3,732
CarStory revenue	2,890	2,998	8,782	9,392
Gain on debt extinguishment				19,640
Other income	2,419	2,057	8,344	8,160
Total noninterest income	10,721	7,631	17,880	48,759	75,126	208,983
Compensation and benefits	25,365	19,851	76,651	64,413
Professional fees	1,587	3,648	6,418	11,065
Software and IT costs	3,360	4,685	12,018	14,735
Depreciation and amortization	7,105	7,298	21,963	21,720
Interest expense on corporate debt	1,601	1,593	4,541	4,460
Impairment charges	2,407		5,159
Other expenses	3,436	3,861	12,853	13,631
Total expenses	44,861	40,936	139,603	130,024	$ 173,629	$ 179,965
Adjusted EBITDA	(25,534)	(25,959)	(65,229)	(52,576)
Operating Segments \| UACC
Segment Reporting Information [Line Items]
Interest income	50,801	48,068	154,731	130,897
Warehouse credit facility	6,251	5,522	22,708	12,279
Securitization debt	9,096	6,116	21,960	16,442
Total interest expense	15,347	11,638	44,668	28,721
Net interest income	35,454	36,430	110,063	102,176
Realized and unrealized losses, net of recoveries	30,117	30,323	77,460	62,980
Net interest income after losses and recoveries	5,338	6,107	32,604	39,196
Servicing income	1,495	2,430	5,101	7,835
Warranties and GAP income (loss), net	2,074	1,487	5,324	5,168
Other income	1,698	570	6,266	2,601
Total noninterest income	5,267	4,487	16,691	15,604
Compensation and benefits	19,819	14,976	59,146	49,904
Professional fees	875	986	2,326	4,555
Software and IT costs	2,346	2,798	8,048	8,478
Depreciation and amortization	5,505	5,689	17,156	16,898
Interest expense on corporate debt	681	540	1,781	1,173
Impairment charges	2,407		5,159
Other expenses	1,991	1,666	7,569	5,927
Total expenses	33,624	26,656	101,187	86,935
Adjusted EBITDA	(14,119)	(9,780)	(27,091)	(13,956)
Operating Segments \| CarStory
Segment Reporting Information [Line Items]
CarStory revenue	2,890	2,998	8,782	9,392
Other income	199	141	562	282
Total noninterest income	3,089	3,139	9,344	9,674
Compensation and benefits	3,127	2,328	7,802	7,149
Professional fees	(112)	71	90	361
Software and IT costs	17	170	205	515
Depreciation and amortization	1,600	1,609	4,807	4,822
Other expenses	127	161	300	462
Total expenses	4,759	4,339	13,203	13,308
Adjusted EBITDA	(210)	536	720	1,738
Corporate
Segment Reporting Information [Line Items]
Interest income	(588)	(489)	(1,579)	(1,955)
Net interest income	(588)	(489)	(1,579)	(1,955)
Realized and unrealized losses, net of recoveries	8,229	6,935	10,434	13,192
Net interest income after losses and recoveries	(8,818)	(7,424)	(12,013)	(15,148)
Warranties and GAP income (loss), net	1,843	(1,341)	(9,671)	(1,436)
Gain on debt extinguishment				19,640
Other income	522	1,346	1,516	5,277
Total noninterest income	2,365	5	(8,155)	23,481
Compensation and benefits	2,419	2,547	9,703	7,360
Professional fees	824	2,591	4,002	6,149
Software and IT costs	997	1,717	3,765	5,742
Interest expense on corporate debt	920	1,053	2,760	3,287
Other expenses	1,318	2,034	4,984	7,242
Total expenses	6,478	9,941	25,213	29,781
Adjusted EBITDA	$ (11,205)	$ (16,715)	$ (38,858)	$ (40,358)

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Potentially dilutive shares not included in calculation of diluted shares outstanding	223,355	279,050
Employee Stock Option
Potentially dilutive shares not included in calculation of diluted shares outstanding	25,911	29,744
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	132,614	175,103
Convertible Senior Notes
Potentially dilutive shares not included in calculation of diluted shares outstanding	64,830	74,203

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Litigation

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

Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits were captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The 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 and April 2024, two of the Company’s stockholders filed separate purported shareholder derivative lawsuits 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 filed in April 2022 is captioned Godlu v. Hennessy et al., Case No. 22-cv-569, the case filed in April 2024 is captioned Hudda v. Hennessy et al. Case No. 24-cv-4499., and the court in each has approved the parties’ stipulations that each case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. Both lawsuits remain in preliminary stages and there have been no substantive developments.

In January 2022, the Company received a non-public civil investigative demand from the Federal Trade Commission (“FTC”), seeking the production of information related to certain of the Company's business practices and the Company responded to those information requests. On February 23, 2024, the FTC notified the Company that it has reason to believe that the Company violated Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a); the FTC's Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R. Part 435; the FTC’s Used Motor Vehicle Trade Regulation Rule,16 C.F.R. Part 455; and the FTC’s Pre-Sale Availability Rule, 16 C.F.R. Part 702. On May 6, 2024, Vroom, Inc., Vroom Automotive, LLC and the FTC reached an agreement to resolve the FTC’s allegations without any admission of wrongdoing by either Vroom entity, subject to final approval by the FTC and the court. Under the agreement, the Company agreed to pay a total of $1 million in customer redress and abide permanently by an injunction. The FTC issued its final approval of the agreement on July 2, 2024, and a mutually-agreed upon order reflecting the agreement was entered by the Court on July 10, 2024. The case is captioned Federal Trade Commission v. Vroom, Inc. et al., Case No. 4:24-cv-02496.

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. In May 2022, Vroom Automotive, LLC and the Attorney General of the State of Texas agreed to a temporary injunction in which Vroom Automotive, LLC agreed to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform. In December 2023, Vroom, Inc., Vroom Automotive, LLC and the Attorney General of the State of Texas reached a final agreement to resolve all claims in the petition, without any admission of wrongdoing by either Vroom entity. Under the agreement, the Company agreed to pay a total of $2 million in civil penalties and $1 million in attorneys' fees, with the first half due in September 2024 and the remaining half due in September 2025, and abide permanently by an injunction of certain operational practices that were previously implemented.

As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators. 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.

Upon the filing of the Prepackaged Chapter 11 Case, it is anticipated that all litigation against the Debtor will be stayed pursuant to the automatic stay of the Bankruptcy Code. The RSA contemplates that all existing litigation will be unimpaired by the bankruptcy and the associated liabilities are not currently proposed to be discharged pursuant to the

proposed plan of reorganization. Following the Plan Effective Date, it is anticipated that any litigation stayed during the Prepackaged Chapter 11 Case will continue.

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.

Variable Interest Entities and Securitizations (Tables)

9 Months Ended

Sep. 30, 2024

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 September 30, 2024
	Securitization Vehicles		Warehouse Facilities1		Total
Assets:
Restricted cash	$	30,390	$	15,760	$	46,150
Finance receivables at fair value		244,981		201,672		446,653
Finance receivables held for sale		201,271		152,547		353,818
Interest receivable		7,617		5,520		13,137
Other assets		7,462		4,761		12,223
Total Assets	$	491,721	$	380,260	$	871,981
Liabilities:
Securitization debt	$	410,011	$	—	$	410,011
Warehouse credit facilities		—		321,812		321,812
Other liabilities		7,136		9,227		16,363
Total Liabilities	$	417,147	$	331,039	$	748,186

	As of December 31, 2023
	Securitization Vehicles		Warehouse Facilities1		Total
Assets:
Restricted cash	$	28,458	$	20,688	$	49,146
Finance receivables at fair value		316,998		24,446		341,444
Finance receivables held for sale		—		457,185		457,185
Interest receivable		6,107		7,586		13,693
Other assets		6,283		6,987		13,270
Total Assets	$	357,846	$	516,892	$	874,738
Liabilities:
Securitization debt	$	314,095	$	—	$	314,095
Warehouse credit facilities		—		421,268		421,268
Other liabilities		4,534		9,801		14,335
Total Liabilities	$	318,629	$	431,069	$	749,698

1 Refer to Note 9 – 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 the unconsolidated VIE (in thousands):


	As of September 30, 2024						As of December 31, 2023
	Aggregate Principal Balance		Carrying Value		Total Exposure		Aggregate Principal Balance		Carrying Value		Total Exposure
Rated notes	$	2,585	$	2,440	$	2,440	$	4,538	$	4,345	$	4,345
Certificates		—		172		172		—		140		140
Other assets		310		310		310		310		310		310
Total unconsolidated VIEs	$	2,895	$	2,922	$	2,922	$	4,848	$	4,795	$	4,795

- 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

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, 2022	$ 479,833	$ 2		$ 2,075,931	$ (1,596,100)
Balance (in shares) at Dec. 31, 2022		1,727,525
Stock-based compensation	2,041			2,041
Vesting of restricted stock awards/units (in shares)			7,501
Net Income (Loss)	(74,741)				(74,741)
Balance at Mar. 31, 2023	407,133	$ 2		2,077,972	(1,670,841)
Balance (in shares) at Mar. 31, 2023		1,735,026
Balance at Dec. 31, 2022	479,833	$ 2		2,075,931	(1,596,100)
Balance (in shares) at Dec. 31, 2022		1,727,525
Net Income (Loss)	(223,508)
Balance at Sep. 30, 2023	263,574	$ 2		2,083,179	(1,819,607)
Balance (in shares) at Sep. 30, 2023		1,746,912
Balance at Dec. 31, 2022	479,833	$ 2		2,075,931	(1,596,100)
Balance (in shares) at Dec. 31, 2022		1,727,525
Net Income (Loss)	(364,611)
Balance at Dec. 31, 2023	127,671	$ 2		2,088,381	(1,960,712)
Balance (in shares) at Dec. 31, 2023		1,791,286
Balance at Mar. 31, 2023	407,133	$ 2		2,077,972	(1,670,841)
Balance (in shares) at Mar. 31, 2023		1,735,026
Stock-based compensation	2,316			2,316
Vesting of restricted stock awards/units (in shares)			10,591
Net Income (Loss)	(66,039)				(66,039)
Balance at Jun. 30, 2023	343,410	$ 2		2,080,288	(1,736,880)
Balance (in shares) at Jun. 30, 2023		1,745,617
Stock-based compensation	2,891			2,891
Vesting of restricted stock awards/units (in shares)			1,295
Net Income (Loss)	(82,727)				(82,727)
Balance at Sep. 30, 2023	263,574	$ 2		2,083,179	(1,819,607)
Balance (in shares) at Sep. 30, 2023		1,746,912
Balance at Dec. 31, 2023	127,671	$ 2		2,088,381	(1,960,712)
Balance (in shares) at Dec. 31, 2023		1,791,286
Stock-based compensation	1,433			1,433
Vesting of restricted stock awards/units (in shares)			4,340
Net Income (Loss)	(67,617)				(67,617)
Balance at Mar. 31, 2024	61,487	$ 2		2,089,814	(2,028,329)
Balance (in shares) at Mar. 31, 2024		1,795,626
Balance at Dec. 31, 2023	127,671	$ 2		2,088,381	(1,960,712)
Balance (in shares) at Dec. 31, 2023		1,791,286
Net Income (Loss)	(128,550)
Balance at Sep. 30, 2024	4,683	$ 2		2,093,941	(2,089,260)
Balance (in shares) at Sep. 30, 2024		1,808,243
Balance at Mar. 31, 2024	61,487	$ 2		2,089,814	(2,028,329)
Balance (in shares) at Mar. 31, 2024		1,795,626
Stock-based compensation	2,843			2,843
Vesting of restricted stock awards/units (in shares)			11,151
Net Income (Loss)	(21,188)				(21,188)
Balance at Jun. 30, 2024	43,142	$ 2		2,092,657	(2,049,517)
Balance (in shares) at Jun. 30, 2024		1,806,777
Stock-based compensation	1,284			1,284
Vesting of restricted stock awards/units (in shares)			1,466
Net Income (Loss)	(39,743)				(39,743)
Balance at Sep. 30, 2024	$ 4,683	$ 2		$ 2,093,941	$ (2,089,260)
Balance (in shares) at Sep. 30, 2024		1,808,243

- 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 equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

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

Refer to Note 14 – Financial Instruments and Fair Value Measurements.

Consolidated CFEs


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Interest income	$	29,018		$	27,303		$	81,100		$	77,801
Interest expense		(9,143	)		(6,163	)		(22,091	)		(16,593	)
Realized and unrealized losses, net of recoveries		(24,928	)		(24,983	)		(53,544	)		(50,165	)
Noninterest income (loss), net		767			104			(1,797	)		(3,678	)

Concentration of Credit Risk and Significant Customers

no customer represented more than 10% of the Company’s finance receivables as of September 30, 2024 and December 31, 2023.

Liquidity

Accounting Standards Adopted

Accounting Standards Issued But Not Yet Adopted

Warehouse Credit Facilities of Consolidated VIEs

9 Months Ended

Sep. 30, 2024

Line of Credit Facility [Abstract]

Warehouse Credit Facilities of Consolidated VIEs

9. Warehouse Credit Facilities of Consolidated VIEs

UACC has four senior secured warehouse facility agreements, through consolidated VIEs, (the “Warehouse Credit Facilities”) with banking institutions as of September 30, 2024. 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 September 30, 2024 and December 31, 2023, the Company had excess borrowing capacity of $32.9 million and $56.9 million on UACC's Warehouse Credit Facilities, respectively.

The terms of the Warehouse Credit Facilities include the following (in thousands):


	Facility One		Facility Two		Facility Three		Facility Four
Execution date	May 30, 2012		November 19, 2013		July 11, 2019		November 18, 2022
Commitment termination date	July 21, 2025		June 2, 2025		August 29, 2025		September 12, 2025
Aggregate borrowings limit	$	200,000	$	200,000	$	200,000	$	225,000
As of September 30, 2024
Aggregate principal balance of finance receivables pledged as collateral	$	—	$	87,508	$	152,172	$	162,435
Outstanding balance	$	—	$	68,689	$	123,331	$	129,792
Restricted cash	$	—	$	3,196	$	6,422	$	6,143
As of December 31, 2023
Aggregate principal balance of finance receivables pledged as collateral	$	223,207	$	64,970	$	165,927	$	92,978
Outstanding balance	$	177,375	$	51,012	$	117,264	$	75,617
Restricted cash	$	8,961	$	2,550	$	6,485	$	2,692

As of September 30, 2024 and December 31, 2023, the Company's weighted average interest rate on the Warehouse Credit Facilities borrowings was approximately 6.97% and 6.98%, 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 UACC 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 September 30, 2024 and December 31, 2023, the Company was in compliance with all covenants related to the Warehouse Credit Facilities.

Revenue Recognition

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

3. Revenue Recognition

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

Interest Income

The Company’s interest income is related to finance receivables originated by UACC for its network of third-party dealership customers and vehicle financing UACC offered to Vroom’s customers through its ecommerce platform prior to the Ecommerce Wind-down. Interest income also includes discount income on finance receivables held for investment at fair value, which represents the amortization of unearned acquisition discounts over the contractual life of the underlying finance receivables using the interest method. Interest income on each automotive finance receivable is calculated based on the finance receivable’s outstanding principal balance multiplied by the contractual interest rate.

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

Servicing Income

Servicing income represents the annual fees earned on the outstanding principal balance of the finance receivables serviced as well as late charges, collection payments, and other fees. Fees are earned monthly at an annual rate of approximately 4% for the 2022-1 securitization transaction and 3.25% for the 2022-2, 2023-1, and 2024-1 securitization transactions of the outstanding principal balance of the finance receivables serviced. Late charges and other fees are calculated at predetermined amounts or percentages of overdue finance receivable balances and are recorded on a cash basis. From January to March 2023, UACC waived the monthly servicing fees related to the 2022-2 securitization transaction, which resulted in consolidation of the 2022-2 VIE. Servicing fees related to the 2022-2, 2023-1, and 2024-1 securitization transactions are eliminated in consolidation. Refer to Note 4 – Variable Interest Entities and Securitizations.

Warranties and GAP income

Prior to the Ecommerce Wind-Down, the Company offered third-party financing and third-party value-added products such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage, to its used vehicle customers pursuant to arrangements with the third parties that sell and administered these products and are responsible for their fulfillment.

UACC also offers third-party vehicle service contracts and United Auto Credit GAP to consumers who obtain financing through UACC. United Auto Credit GAP is a debt waiver product that is underwritten directly by UACC. It provides protection for consumers who purchase the product by waiving the difference between the actual cash value of the consumer’s vehicle and the balance of the consumer’s contract, subject to the terms and conditions of the United Auto Credit GAP, in the event of a total loss resulting from collision or theft. The total fees are earned over the contractual life of the related finance receivables on straight-line basis.

The Company concluded that it is an agent for any transactions with third-parties because it does not control the products before they are transferred to the consumer. The Company recognizes revenue on a net basis when the consumer enters into an arrangement for the products.

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

September 30, 2024 and December 31, 2023, the Company’s reserve for chargebacks was $10.9 million and $11.8 million, respectively, which are included within “Other 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 warranties and GAP income in the period identified. As of September 30, 2024 and December 31, 2023, the Company recognized $11.2 million and $22.3 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, which are included within “Other assets."

CarStory Revenue

CarStory generates advertiser, publisher and other user service revenue. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, collection of the fees is reasonably assured, the fees are fixed or determinable, and no significant obligations by the Company remain. Generally, this results in revenues billed and recorded monthly in the month that services were performed and earned.

Deferred revenue includes advances received from customers in excess of revenue recognized.

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.

- 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