Vroom (VRMMQ) 10-Q 9 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 05, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Trading Symbol	VRM
Entity Registrant Name	VROOM, INC.
Entity Central Index Key	0001580864
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.001 par value
Security Exchange Name	NASDAQ
Entity File Number	001-39315
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-1112566
Entity Address, Address Line One	1375 Broadway
Entity Address, Address Line Two	Floor 11
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	855
Local Phone Number	524-1300
Document Quarterly Report	true
Document Transition Report	false
Entity Common Stock, Shares Outstanding		138,068,774

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 600,721	$ 1,132,325
Restricted cash (including restricted cash of consolidated VIEs of $25.5 million and $0 million, respectively)	196,809	82,450
Accounts receivable, net of allowance of $14.8 million and $8.9 million, respectively	103,911	105,433
Finance receivables at fair value (including finance receivables of consolidated VIEs of $12.1 million and $0 million, respectively)	14,900
Finance receivables held for sale, net	117,658
Inventory	741,368	726,384
Beneficial interests in securitizations	15,603
Prepaid expenses and other current assets	68,457	55,700
Total current assets	1,859,427	2,102,292
Finance receivables at fair value (including finance receivables of consolidated VIEs of $177.4 million and $0 million, respectively)	210,523
Property and equipment, net	44,657	37,042
Intangible assets, net	179,183	28,207
Goodwill	0	158,817
Operating lease right-of-use assets	15,321	15,359
Other assets	29,624	25,033
Total assets	2,338,735	2,366,750
Current Liabilities:
Accounts payable	52,172	52,651
Accrued expenses	139,156	121,508
Vehicle floorplan	569,941	512,801
Current portion of securitization debt of consolidated VIEs at fair value	138,935
Deferred revenue	73,354	75,803
Operating lease liabilities, current	7,412	6,889
Other current liabilities	36,359	57,604
Total current liabilities	1,017,329	827,256
Long term debt, net of current portion (including securitization debt of consolidated VIEs of $67.8 million and $0 million at fair value, respectively)	687,426	610,618
Operating lease liabilities, excluding current portion	8,937	9,592
Other long-term liabilities	16,679	4,090
Total liabilities	1,730,371	1,451,556
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, $0.001 par value; 500,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 137,695,521 and 137,092,891 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	135	135
Additional paid-in-capital	2,067,470	2,063,841
Accumulated deficit	(1,459,241)	(1,148,782)
Total stockholders' equity	608,364	915,194
Total liabilities and stockholders' equity	$ 2,338,735	$ 2,366,750

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Restricted cash	$ 196,809	$ 82,450
Accounts receivable, net of allowance	14,800	$ 8,900
Finance receivables at fair value, current	14,900
Finance receivables at fair value, noncurrent	210,523
Securitization debt noncurrent	$ 204,627
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	137,695,521	137,092,891
Common stock, shares outstanding	137,695,521	137,092,891
Consolidated VIEs
Restricted cash	$ 25,500	$ 0
Finance receivables at fair value, current	12,100	0
Finance receivables at fair value, noncurrent	177,400	0
Securitization debt noncurrent	$ 65,700	$ 0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue:
Total revenue	$ 923,775,000	$ 591,118,000
Cost of sales	842,135,000	554,942,000
Total gross profit	81,640,000	36,176,000
Selling, general and administrative expenses	187,994,000	109,114,000
Depreciation and amortization	7,856,000	2,594,000
Goodwill impairment charge	201,703,000	0
Loss from operations	(315,913,000)	(75,532,000)
Interest expense	9,380,000	3,812,000
Interest income	(3,952,000)	(2,296,000)
Other loss (income), net	12,358,000	(15,000)
Loss before provision for income taxes	(333,699,000)	(77,033,000)
(Benefit) provision for income taxes	(23,240,000)	156,000
Net loss	$ (310,459,000)	$ (77,189,000)
Net loss per share attributable to common stockholders, basic and diluted	$ (2.26)	$ (0.57)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	137,259,629	135,497,511
Retail vehicle, net
Revenue:
Total revenue	$ 707,186,000	$ 454,323,000
Cost of sales	695,509,000	435,267,000
Wholesale vehicle
Revenue:
Total revenue	139,984,000	118,024,000
Cost of sales	142,737,000	118,306,000
Product, net
Revenue:
Total revenue	24,449,000	15,572,000
Finance
Revenue:
Total revenue	47,687,000
Cost of sales	2,724,000
Other
Revenue:
Total revenue	4,469,000	3,199,000
Cost of sales	$ 1,165,000	$ 1,369,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2020	$ 1,227,102	$ 132	$ 2,004,841	$ (777,871)
Balance (in shares) at Dec. 31, 2020		134,043,969
Issuance of common stock for acquisition of business	39,030	$ 1	39,029
Issuance of common stock for acquisition of business (in shares)		1,072,117
Fair value of unvested stock options assumed in acquisition of business	1,017		1,017
Stock-based compensation	2,820		2,820
Exercise of stock options	2,821	$ 1	2,820
Exercise of stock options (in shares)		687,336
Vesting of restricted stock units (in shares)		499,879
Net loss	(77,189)			(77,189)
Balance at Mar. 31, 2021	1,195,601	$ 134	2,050,527	(855,060)
Balance (in shares) at Mar. 31, 2021		136,303,301
Balance at Dec. 31, 2021	915,194	$ 135	2,063,841	(1,148,782)
Balance (in shares) at Dec. 31, 2021		137,092,891
Stock-based compensation	3,629		3,629
Vesting of restricted stock units (in shares)		602,630
Net loss	(310,459)			(310,459)
Balance at Mar. 31, 2022	$ 608,364	$ 135	$ 2,067,470	$ (1,459,241)
Balance (in shares) at Mar. 31, 2022		137,695,521

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net loss	$ (310,459,000)	$ (77,189,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Goodwill impairment charge	201,703,000	0
Depreciation and amortization	7,895,000	2,906,000
Amortization of debt issuance costs	1,254,000	281,000
Realized gain on the 2022-1 securitization transaction	(29,617,000)
Deferred tax	(23,855,000)
Losses on finance receivables and securitization debt, net	15,725,000
Stock-based compensation expense	3,629,000	2,820,000
Provision to record inventory at lower of cost or net realizable value	469,000	(2,551,000)
Other	1,795,000	1,813,000
Changes in operating assets and liabilities:
Originations of finance receivables held for sale	(118,861,000)
Principal payments received on finance receivables held for sale	2,659,000
Proceeds from sale of finance receivables held for sale, net	272,309,000
Other	(1,705,000)
Accounts receivable	(4,331,000)	(33,140,000)
Inventory	(15,453,000)	88,502,000
Prepaid expenses and other current assets	6,928,000	(1,127,000)
Other assets	(2,763,000)	(650,000)
Accounts payable	(6,824,000)	9,568,000
Accrued expenses	8,036,000	12,194,000
Deferred revenue	(2,449,000)	23,376,000
Other liabilities	(21,163,000)	2,751,000
Net cash (used in) provided by operating activities	(15,078,000)	29,554,000
Investing activities
Principal payments received on finance receivables at fair value	33,570,000
Proceeds from sale of finance receivables at fair value, net	29,043,000
Principal payments received on beneficial interests	714,000
Purchase of property and equipment	(7,096,000)	(3,239,000)
Acquisition of business, net of cash acquired	(268,194,000)	(76,145,000)
Net cash used in investing activities	(211,963,000)	(79,384,000)
Financing activities
Principal repayment under secured financing agreements	(68,402,000)
Proceeds from vehicle floorplan	801,971,000	396,849,000
Repayments of vehicle floorplan	(744,831,000)	(473,042,000)
Proceeds from warehouse credit facilities	49,000,000
Repayments of warehouse credit facilities	(227,067,000)
Proceeds from exercise of stock options		2,821,000
Other financing activities	(875,000)
Net cash used in financing activities	(190,204,000)	(73,372,000)
Net decrease in cash, cash equivalents and restricted cash	(417,245,000)	(123,202,000)
Cash, cash equivalents and restricted cash at the beginning of period	1,214,775,000	1,090,039,000
Cash, cash equivalents and restricted cash at the end of period	797,530,000	966,837,000
Supplemental disclosure of cash flow information:
Cash paid for interest	5,991,000	3,525,000
Supplemental disclosure of non-cash investing and financing activities:
Fair value of beneficial interests received in securitization transactions	$ 16,473,000
Issuance of common stock for CarStory acquisition		39,030,000
Fair value of unvested stock options assumed for acquisition of business		$ 1,017,000

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)
Statement Of Cash Flows [Abstract]
Cash acquired from acquisition	$ 47.9

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., and its wholly owned subsidiaries (collectively, “the Company”) is an innovative, end-to-end ecommerce platform that is transforming the used vehicle industry by offering a better way to buy and a better way to sell used vehicles. In December 2015, the Company acquired Houston-based Left Gate Property Holding, LLC (d/b/a Texas Direct Auto and Vroom). The acquisition included the Company's proprietary vehicle reconditioning center, the Texas Direct Auto ("TDA") dealership, and Sell Us Your Car® centers. Left Gate Property Holding, LLC was renamed Vroom Automotive, LLC in March 2021, and is the primary operating entity for the Company's purchases and sales of used vehicles. In January 2021, the Company acquired Vast Holdings, Inc. (d/b/a CarStory). On February 1, 2022, the ("Acquisition Date"), the Company completed the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation). As of March 31, 2022, the Company is organized into four reportable segments: Ecommerce, Wholesale, TDA, and Retail Financing. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform, fees earned on sales of value-added products associated with those vehicles sales, as well as financing those sales through UACC. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of value-added products associated with those vehicles sales. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, which primarily consists of the purchases and servicing of vehicle installment contracts, but excluding financing of vehicle sales to Vroom customers. The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2021. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face. Comprehensive Loss The Company did no t have any other comprehensive income or loss for the three months ended March 31, 2022 and 2021 . Accordingly, net loss and comprehensive loss are the same for the periods presented. Restricted Cash Restricted cash includes cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 10 – Vehicle Floorplan Facilities, and cash deposits of $ 113.7 million required under cash collateral agreements with certain of the Company's lenders. Additionally, as of March 31, 2022, restricted cash also includes restricted cash for UACC. UACC collects and services all receivables under the securitizations and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. Refer to Note 11 — Warehouse Credit Facilities of Consolidated VIEs and Note 12 — Long Term Debt for further detail. Finance Receivables Finance receivables consist of installment contracts the Company originates through UACC to finance the vehicles it sells, as well as installment contracts acquired by UACC from its existing network of third-party dealership customers. The Company's finance receivables are generally secured by the vehicles being financed. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received. Finance receivables may be restored to accrual status when a customer settles all delinquency balances and future interest and principal payments are reasonably assured. Finance Receivables Held for Sale, Net Finance receivables which the Company intends to sell and not hold to maturity are classified as held-for-sale. The Company intends to sell finance receivables either through securitization transactions or whole loan sales under forward flow arrangements. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts or premiums are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale and recorded in “Finance Revenue” in the condensed consolidated statements of operations. The Company records an allowance to report finance receivables at the lower of amortized cost basis or fair value. For purposes of determining the allowance, finance receivables are evaluated collectively to determine the allowance as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, there could be significant adjustments to our allowance. Fair value adjustments are recorded in "Other loss (income), net" in the condensed consolidated statements of operations. Principal balances of finance receivables are charged-off when we are unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of March 31, 2022, the allowance for finance receivables classified as held for sale was no t material. Refer to No te 16 – Financial Instruments and Fair Value Measurements . Finance Receivables at Fair Value Finance receivables at fair value represent finance receivables for which the Company elected the fair value option on February 1, 2022 and primarily consists of the finance receivables held in consolidated variable interest entities ("VIEs") related to securitization transactions consummated prior to the Acquisition Date. Fair value adjustments are recorded in "Other loss (income), net" in the condensed consolidated statements of operations. Refer to Note 16 – Financial Instruments and Fair Value Measurements. Consolidated CFEs The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated VIEs related to the 2020 and 2021 historical securitizations acquired from UACC. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative included in ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). Interest income, interest expense and other loss or income associated with these CFEs are presented separately on the condensed consolidated statements of operations, within the “Finance revenue”, “Finance cost of sales” and “Other loss (income), net” line items, respectively. The assets and liabilities of the CFEs are presented as part of the current and noncurrent “Finance receivables at fair value” and “Securitization debt of consolidated VIEs at fair value,” respectively, on the condensed consolidated balance sheets. During the quarter ended March 31, 2022, the Company recognized interest income of $ 10.9 million, interest expense of $ 0.8 million, and other net losses due to changes in fair value of $ 12.0 million. Refer to Note 16 – Financial Instruments and Fair Value Measurements for further details. Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has four reporting units: Ecommerce, Wholesale, TDA and Retail Financing. In performing its goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s consolidated statement of operations. Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $ 33.7 million and $ 29.6 million for the three months ended March 31, 2022 and 2021 , respectively. Shipping and Handling Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $ 26.7 million and $ 15.4 million for the three months ended March 31, 2022 and 2021 , respectively. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large, reputable financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid U.S. treasury securities and commercial paper investments. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the three months ended March 31, 2022 and 2021, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of March 31, 2022 and December 31, 2021 . Liquidity The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. In June 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 . Refer to Note 12 – Long Term Debt for further discussion. The Company has a Vehicle Floorplan Facility with a borrowing capacity of $ 700.0 million as of December 31, 2021. Refer to Note 10 – Vehicle Floorplan Facilities for further discussion. In February 2022, UACC sold $ 281.4 million of rated asset-backed securities and $ 32.3 million of residual certificates in an auto loan securitization offering from a securitization trust, established and sponsored by UACC, for proceeds of $ 317.3 million. The trust is collateralized by finance receivables with an aggregate principal balance of $ 318.5 million and had a carrying value of $ 287.7 million at the time of sale. These finance receivables are serviced by UACC. UACC retained 5 % of the notes and residual certificates sold. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion. UACC has three warehouse credit facilities from a diverse bank group with a borrowing capacity of $ 350.0 million as of March 31, 2022. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further discussion. Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company lists its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory are conducted through the Company’s platform. During the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. We have been engaged in discussions with Rocket regarding a potential restructuring of our relationship with regard to the Rocket Auto platform and have agreed to suspend the RA Agreement as of April 26, 2022 pending the outcome if further discussions. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation , including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020, for both the upfront shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $ 11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling, general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling, general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned. Accounting Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2022
Revenue From Contract With Customer [Abstract]
Revenue Recognition	3. Revenue Recognition The Company recognizes revenue upon transfer of control of goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company may collect sales taxes and other taxes from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. The Company’s revenue is disaggregated within the consolidated statements of operations and is generated from customers throughout the United States. Retail Vehicle Revenue The Company sells used vehicles to its retail customers through its ecommerce platform and TDA retail location. The transaction price for used vehicles is a fixed amount as set forth within the customer contract at the time of sale. Customers frequently trade-in their existing vehicle to apply toward the transaction price of a used vehicle. Trade-in vehicles represent non-cash consideration which the Company measures at fair value based on external and internal market data for each specific vehicle. The Company satisfies its performance obligation and recognizes revenue for used vehicle sales generally at a point in time when the vehicles are delivered to the customer for ecommerce sales or picked up by the customer for TDA sales. The revenue recognized by the Company includes the agreed upon transaction price, including any delivery charges and document fees stated within the customer contract. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. The Company receives payment for used vehicle sales directly from the customer at the time of sale or from third-party financial institutions within a short period of time following the sale if the customer obtains financing. Payments received prior to delivery or pick-up at the TDA retail location of used vehicles are recorded as “Deferred revenue” within the consolidated balance sheets. The Company offers a return program for used vehicle sales and establishes a provision for estimated returns based on historical information and current trends. The reserve for estimated returns is presented gross on the consolidated balance sheets, with an asset recorded in “Prepaid expenses and other current assets” and a refund liability recorded in “Other current liabilities.” Wholesale Vehicle Revenue The Company sells vehicles that do not meet its retail sales criteria through wholesale channels. Vehicles sold through wholesale channels are acquired from customers who trade-in their vehicles when making a purchase from the Company, from customers who sell their vehicles to the Company in straight-buy transactions, and from liquidation of vehicles previously listed for retail sale. The transaction price for wholesale vehicles is a fixed amount. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at a point in time when the vehicle is sold. The transaction price is typically due and collected within a short period of time following the vehicle sales. Product Revenue The Company’s product revenue consists of fees earned on selling third-party financing and value-added products, such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage. The Company sells third-party financing and value-added products pursuant to arrangements with the third parties that provide these products and are responsible for their fulfillment. The Company concluded that it is an agent for these transactions because it does not control the products before they are transferred to the customer. The Company recognizes product revenues on a net basis when the customer enters into an arrangement for the products, which is typically at the time of a used vehicle sale. Customers may enter into a retail installment sales contract to finance the purchase of used vehicles. The Company sells these contracts on a non-recourse basis to various financial institutions. The Company receives a fee from the financial institution based on the difference between the interest rate charged to the customer that purchased the used vehicle and the interest rate set by the financial institution. These fees are recognized upon sale and assignment of the installment sales contract to the financial institution, which occurs concurrently at the time of a used vehicle sale. A portion of the fees earned on these products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of March 31, 2022 and December 31, 2021, the Company’s reserve for chargebacks was $ 10.2 million and $ 9.6 million, respectively, of which $ 5.7 million and $ 5.5 million, respectively, are included within “Accrued expenses” and $ 4.5 million and $ 4.1 million, respectively, are included in “Other long-term liabilities.” The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to revenues in the period identified. As of March 31, 2022 and December 31, 2021, the Company recognized $ 19.7 million and $ 17.9 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, of which $ 1.1 million and $ 0.9 million, respectively, are included within “Prepaid expenses and other current assets” and $ 18.6 million and $ 17.0 million, respectively, are included within “Other assets.” Finance Revenue The Company’s finance revenue consists of gain on the sales of finance receivables acquired by UACC from its network of third-party dealership customers, interest income earned on finance receivables held for sale, as well as interest income earned on finance receivables held in consolidated VIEs related to UACC securitization transactions consummated prior to the Acquisition Date. Refer to Note 4 – Variable Interest Entities and Securitizations. Interest income deemed uncollectible is reversed at the time the finance receivable is charged off. An account is considered delinquent if a scheduled payment has not been received by the date such payment was contractually due. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Income is subsequently recognized only to the extent cash payments are received until the borrower is able to make periodic interest and principal payments in accordance with the finance receivable terms. Late charges and other fees are calculated at predetermined amounts or percentages of overdue finance receivable balances and are recorded on a cash basis. Servicing income represents the annual fees earned on the outstanding principal balance of the finance receivables serviced. Fees are earned monthly at an annual rate of approximately 4 % of the outstanding principal balance of the finance receivables serviced. Other Revenue Other revenue consists of labor and parts revenue earned by the Company for vehicle repair services at TDA and, commencing in the first quarter of 2021, revenue from CarStory's third-party customers. Contract Costs The Company has elected, as a practical expedient, to expense sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within “Selling, general and administrative expenses” in the consolidated statements of operations.

Variable Interest Entities and

Variable Interest Entities and Securitizations	3 Months Ended
	Mar. 31, 2022
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. The Company 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, it performs an analysis to determine if it is the primary beneficiary of the VIE. For all securitization transactions consummated prior to the Acquisition Date, UACC consolidated VIEs and accounted for the transactions as secured borrowings. UACC is the primary beneficiary of the United Auto Credit 2021-1 and 2020-1 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. These VIEs will continue to be consolidated on the Company's condensed consolidated financial statements. UACC has the power to direct significant activities of the securitization trusts as it has the ability to exercise discretion in the servicing of the related finance receivables. UACC also retained a portion of the economic interests in the 2021-1 and 2020-1 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. 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 2020-1 and 2021-1 securitizations trusts consolidated by UACC meet the definition of a CFE, therefore, the Company has elected to apply the measurement alternative when consolidating these VIEs. Refer to Note 16 - Financial Instruments and Fair Value Measurements for further detail. UACC has three senior secured warehouse credit facilities. Through trusts, UACC entered into warehouse facility agreements with certain banking institutions, primarily to finance the purchase and origination of finance receivables as well as to provide funding for general operating activities. These trusts are secured by eligible finance receivables which are pledged as collateral for the warehouse facilities. These trusts are consolidated VIEs, refer to Note 11 - Warehouse Credit Facilities of Consolidated VIEs for further details on the warehouse facilities. Creditors or beneficial interest holders of VIEs for which the Company is the primary beneficiary generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to the Company. The following table presents the total assets and total liabilities associated with our variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands): As of March 31, 2022 Securitization Vehicles Current Assets: Restricted Cash $ 25,542 Finance Receivables at fair value 12,116 Total Current Assets 37,658 Finance Receivables at fair value 177,353 Total Assets $ 215,011 Current Liabilities: Current portion of securitization debt $ 138,935 Securitization debt, net of current portion 65,692 Total Liabilities $ 204,627 The Company did not have any consolidated VIEs for the period ended March 31, 2021. On February 16, 2022, UACC sold a pool of finance receivables in the United Auto Credit 2022-1 securitization transaction. UACC retained the servicing rights to these finance receivables and received beneficial interests in the form of subordinated asset-backed securities. UACC owns an insignificant portion of these subordinated securities and receives an at market servicing fee. The securitization trust used to affect this transaction 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 entity, however, UACC concluded that it is not the primary beneficiary of the United Auto Credit 2022-1 securitization trust because its retained interests in the VIEs are insignificant. The beneficial interest retained by UACC included rated notes and unrated residual certificates issued by the 2022-1 securitization trust. 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. The United Auto Credit 2022-1 securitization transaction qualified for sale accounting and the Company recognized a gain on sale of $ 29.6 million upon the sale of the finance receivables to the United Auto Credit 2022-1 securitization trust. The net proceeds from the sale consisted of the fair value of the assets obtained as part of the transaction, which included cash of $ 301.4 million, which is net of transaction expenses and beneficial interests of $ 16.5 million to comply with Risk Retention Rules. UACC utilized the prices paid by third-party investors to value the beneficial interests retained. The beneficial interests held by UACC are subject to the credit and prepayment risk stemming from the underlying finance receivables. As of March 31, 2022, the assets UACC retains in the unconsolidated VIEs were approximately $ 15.6 million and are included in "Beneficial interests in securitizations" in the Company's condensed consolidated balance sheet. The beneficial interests in securitizations are subject to restrictions on transfer pursuant to UACC’s obligations as a sponsor under Risk Retention Rules. These securities are interests in securitization trusts, thus there are no contractual maturities. The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands): As of March 31, 2022 Aggregate Principal Balance Carrying Value Total Exposure Rated notes $ 14,106 $ 13,903 $ 13,903 Certificates — 1,700 1,700 Other assets 310 310 310 Total unconsolidated VIEs $ 14,416 $ 15,913 $ 15,913 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.

Acquisition

Acquisition	3 Months Ended
	Mar. 31, 2022
Business Combinations [Abstract]
Acquisition	5. Acquisitions UACC Acquisition On February 1, 2022 , the Company completed the acquisition (the "UACC Acquisition") of 100 % of Unitas Holdings Corp., a Delaware corporation, including its wholly owned subsidiaries United PanAm Financial Corp. and United Auto Credit Corporation ("UACC"). Unitas Holdings Corp. (now known as Vroom Finance Corporation), United PanAm Financial Corp. (now known as Vroom Automotive Financial Corporation) and United Auto Credit Corporation, as well as their other subsidiaries, are now wholly owned subsidiaries of the Company. This acquisition accelerates the Company's strategy of establishing a captive financing arm and underwriting vehicle financing for its customers, the results of which will be included within the Ecommerce reporting segment. UACC will also continue its current operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts, which will constitute the separate Retail Financing reporting segment. The cash consideration transferred was approximately $ 316.1 million at the Acquisition Date, subject to customary purchase price adjustments. The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date (in thousands): Fair Value Cash and cash equivalents $ 5,294 Restricted cash 42,631 Finance receivables at fair value 296,927 Finance receivables, held for sale 263,393 Intangible assets 156,000 Goodwill 42,886 Other assets 26,640 Total assets acquired $ 833,771 Warehouse credit facilities ( 178,067 ) Long term debt ( 285,704 ) Deferred tax liability ( 23,855 ) Other liabilities ( 30,026 ) Total liabilities assumed $ ( 517,652 ) Net assets acquired $ 316,119 The estimated fair value of the finance receivables that were designated as held for sale were determined using the discounted cash flow method under the income approach. The Company determined the fair value of these finance receivables utilizing sales prices based on an estimated securitization transaction, adjusted for transaction costs, risk and a normal profit margin associated with securitization transactions. The significant assumptions used in the valuation were discount rate, prepayment rate, cumulative net losses, weighted average interest rate and recovery rate. Such fair value measurement of finance receivables held for sale is considered Level 3 of the fair value hierarchy. The Company acquired two types of finance receivables that are accounted for under the fair value option: (i) those that were sold in one of the securitization transactions that UACC completed in 2019, 2020 or 2021, and (ii) those that were not eligible to be sold in future securitization transactions. The estimated fair value of the finance receivables that were previously sold were valued using the measurement alternative by reference to the fair value of the securitization debt. See Note 16 - Financial Instruments and Fair Value Measurements for more information regarding the measurement alternative and the fair value of these finance receivables. The fair value of the ineligible finance receivables was determined using a discounted cash flow method under the income approach. The significant assumptions used in the valuation were discount rate and recovery rate. Such fair value measurement of finance receivables accounted for under the fair value option is considered Level 3 of the fair value hierarchy. The estimated fair value of the securitization debt of consolidated VIEs was determined using the discounted cash flow method under the income approach. The significant assumption used in the valuation was the yield. Such fair value measurement of securitization debt is considered Level 3 of the fair value hierarchy. The estimated fair value of the warehouse credit facilities of consolidated VIEs approximated its carrying value due to the proximity of the Acquisition Date to the payoff date. These notes were acquired on February 1, 2022, as part of the UACC Acquisition and were paid off with the proceeds from the 2022-1 securitization that UACC completed on February 16, 2022. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business as well as benefits related to integrating UACC’s financing operations to establish a captive financing arm and underwrite vehicle financing for the Company's customers. All of the goodwill was assigned to the Ecommerce reporting unit. The following table summarizes the identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Purchased technology $ 83,000 7 Customer relationships 66,000 8 Trade name 7,000 10 $ 156,000 Purchased technology represents the fair value of UACC’s proprietary technology used to support all aspects of their business including underwriting, servicing, and risk management. The estimated fair value of the purchased technology was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the developed technology, the royalty rate, the obsolescence factor and the discount rate. Customer relationships represents UACC's relationship with its network of dealer customers. UACC has expertise in the non-prime credit dealer market serving as the key link between independent dealerships and consumers. UACC has developed expertise and robust relationships in the independent dealer market as demonstrated by its active dealership network. The estimated fair value of the customer relationships was determined using a multi-period excess earnings method under the income approach. Under this approach, the Company estimates future cash flows attributable to the existing dealer relationships and discounts these cash flows at a rate of return that reflects the inherent risk in the dealer relationships. Trade name represents the value of the UACC trade name. The UACC brand is an important factor in the marketing of UACC’s services to prospective dealership customers. The fair value of the trade name acquired was determined using a relief-from-royalty method under the income approach. The significant assumptions used in the relief-from-royalty method include future expected cash flows from the trade name, the royalty rate, and the discount rate. The fair values assigned to assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, as well as the liabilities assumed is preliminary, pending the finalization of the third-party valuation. The transaction costs associated with the UACC Acquisition were $ 5.7 million for the three months ended March 31, 2022 and are included within "Selling, general and administrative expenses" in the condensed consolidated statement of operations. The aggregate revenue and net income of UACC consolidated into the Company’s financial statements from the date of the acquisition was $ 49.0 million and $ 19.2 million, respectively, for the three months ended March 31, 2022. Unaudited Pro Forma Information The unaudited pro forma financial information in the table below summarizes the combined results of the Company and UACC, as though the companies had been combined on January 1, 2021. The pro forma adjustments include incremental amortization of intangible assets, adjustments to reflect non-recurring acquisition-related costs of $ 5.7 million as of the beginning comparable prior annual reporting period, a non-recurring tax adjustment of $ 24.1 million for the three months ended March 31, 2022 and a non-recurring tax benefit of $ 26.2 million for the three months ended March 31, 2021. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2021 or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings. The pro forma information for three months ended March 31, 2022 and 2021 is as follows: Three months ended March 31, 2022 2021 Total revenue $ 939,246 $ 631,494 Net loss $ ( 322,650 ) $ ( 44,383 ) CarStory Acquisition On January 7, 2021 , the Company completed the acquisition of 100 % of Vast Holdings, Inc. (d/b/a CarStory), a leader in AI-powered analytics and digital services for automotive retail. Leveraging its machine learning, CarStory brings predictive market data to the Company’s national ecommerce and vehicle operations platform. CarStory continues to offer its digital retailing services to dealers, automotive financial services companies and others in the automotive industry. The financial results of CarStory were included in the consolidated financial statements from the date of acquisition. The transaction costs associated with its acquisition were not material for the year ended March 31, 2022. Pro forma results of operations have not been presented as the effect of this acquisition was not material to the consolidated financial statements. The fair value of the consideration transferred was approximately $ 116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands): Fair Value Cash $ 76,740 Common stock issued (1) 38,811 Fair value of unvested stock options assumed (2) 1,017 Total $ 116,568 (1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0 % to account for the 180 day lock up period. (2) The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock. The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands): Fair Value Cash and cash equivalents $ 865 Accounts receivable, prepaid expenses and other current assets 1,330 Property and equipment and other assets 371 Intangible Assets 34,300 Goodwill 80,645 Current liabilities ( 943 ) Net assets acquired $ 116,568 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill which is not deductible for tax purposes. Goodwill is primarily attributable to the workforce of the acquired business and benefits related to expanded market opportunities from integrating CarStory's technology with the Company's ecommerce offerings. All of the goodwill was assigned to the ecommerce reporting unit. The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Developed technology $ 25,700 5 Trademarks 5,200 8 Customer relationships 3,400 8 Total intangible assets subject to amortization $ 34,300 Developed technology, most of which is protected by a patent portfolio, represents the fair value of CarStory’s industry-specific AI powered analytics software. Trademarks represent the CarStory trademarks, trade names and domain names. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair value of the intangible assets acquired was determined using a discounted cash flow method under the income approach. Under this approach, the Company estimates future cash flows and discounts these cash flows at a rate of return that reflects the Company’s relative risk.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2022
Inventory Disclosure [Abstract]
Inventory	6. Inventory Inventory consisted of the following (in thousands): March 31, December 31, 2022 2021 Vehicles $ 737,583 $ 724,542 Parts and accessories 3,785 1,842 Total inventory $ 741,368 $ 726,384 As of March 31, 2022 and December 31, 2021, “Inventory” includes an adjustment of $ 22.9 million and $ 22.4 million, respectively, to record the balances at the lower of cost or net realizable value.

Property and Equipment, Net

Property and Equipment, Net	3 Months Ended
	Mar. 31, 2022
Property Plant And Equipment [Abstract]
Property and Equipment, Net	. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Equipment $ 2,929 $ 1,011 Furniture and fixtures 2,470 2,244 Logistics fleet 25,667 22,810 Leasehold improvements 7,400 7,161 Internal-use software 23,276 18,423 Other 6,201 5,811 67,943 57,460 Accumulated depreciation and amortization ( 23,286 ) ( 20,418 ) Property and equipment, net $ 44,657 $ 37,042 Depreciation and amortization expense was $ 2.9 million and $ 1.5 million for the three months ended March 31, 2022 and 2021, respectively. Depreciation and amortization expense included within “Cost of sales” in the condensed consolidated statements of operations was not material for the three months ended March 31, 2022 and 2021, respectively. Implementation costs capitalized and accumulated amortization related to the Company’s cloud computing arrangements were $ 9.9 million and $ 2.9 million as of March 31, 2022 , respectively, and $ 8.1 million and $ 2.4 million as of December 31, 2021, respectively, and were included within “Other assets” in the condensed consolidated balance sheets. Amortization expense of $ 0.5 million and $ 0.3 million was included within “Selling, general and administrative expenses” in the condensed consolidated statements of operations for the three months ended March 31, 2022 and 2021 , respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	8. Goodwill and Intangible Assets Goodwill The following table summarizes the activity in the carrying value of goodwill by reporting unit for the three months ended March 31, 2022 and 2021 (in thousands): Ecommerce Wholesale TDA Total Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 81,134 — — 81,134 Balance as of March 31, 2021 $ 153,365 $ 1,720 $ 4,221 $ 159,306 Balance as of December 31, 2021 $ 152,876 $ 1,720 $ 4,221 $ 158,817 Acquisition 42,886 — — 42,886 Goodwill impairment charge ( 195,762 ) ( 1,720 ) ( 4,221 ) ( 201,703 ) Balance as of March 31, 2022 $ — $ — $ — $ — As of March 31, 2022 a quantitative interim goodwill impairment assessment was performed over the Company's reporting units due to further sustained declines in the Company's and comparable companies' stock prices during the three months ended March 31, 2022. The Company estimated the fair value of the Ecommerce, Wholesale, and TDA reporting units using the discounted cash flow method under the income approach. The significant assumptions used in the valuation include revenue growth rates, future gross profit margins and operating expenses used to calculate projected future cash flows, determination of the weighted average cost of capital, and future economic and market conditions. The terminal value is based on an exit revenue multiple which requires significant assumptions regarding the selection of appropriate multiples that consider relevant market trading data. The Company bases its estimates and assumptions on its knowledge of the automotive and ecommerce industries, recent performance, expectations of future performance and other assumptions the Company believe to be reasonable. The Company determined that the estimated fair value of the Ecommerce, Wholesale, and TDA reporting units was less than their carrying amounts. The Company recorded a goodwill impairment charge of $ 201.7 million in the condensed consolidated statements of operations for the three months ended March 31, 2022. No impairment charges were recorded for the three months ended March 31, 2021. Refer to Note 5 – Acquisitions for more information related to the acquisitions that occurred in the three months ended March 31, 2022 and 2021. Intangible Assets Intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed and Purchased Technology $ 108,700 $ ( 8,305 ) $ 100,395 $ 25,700 $ ( 5,043 ) $ 20,657 Customer Relationships 69,400 ( 2,154 ) 67,246 5,240 ( 673 ) 4,567 Trademarks and Trade names 12,240 ( 698 ) 11,542 3,400 ( 417 ) 2,983 Other 252 ( 252 ) — 252 ( 252 ) — Total intangible assets $ 190,592 $ ( 11,409 ) $ 179,183 $ 34,592 $ ( 6,385 ) $ 28,207 Refer to Note 5 – Acquisitions for more information related to the acquisitions that occurred in the three months ended March 31, 2022 and 2021. Amortization expense for intangible assets was $ 5.0 million and $ 1.4 million for the three months ended March 31, 2022 and 2021, respectively. The estimated amortization expense for intangible assets subsequent to March 31, 2022, consists of the following (in thousands): Year Ending December 31: For remainder of 2022 $ 20,270 2023 27,022 2024 27,022 2025 27,022 2026 21,979 Thereafter 55,868 $ 179,183

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	3 Months Ended
	Mar. 31, 2022
Accrued Liabilities And Other Liabilities [Abstract]
Accrued Expenses and Other Current Liabilities	9. Accrued Expenses and Other Current Liabilities The Company’s accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued marketing expenses $ 14,265 $ 17,546 Vehicle related expenses 44,665 36,459 Sales taxes 35,570 39,163 Accrued compensation and benefits 25,161 16,150 Accrued professional services 5,189 4,225 Other 14,306 7,965 Total accrued expenses $ 139,156 $ 121,508 The Company’s other current liabilities consisted of the following (in thousands): March 31, December 31, 2022 2021 Vehicle payable $ 15,981 $ 30,647 Reserve for estimated returns 17,675 26,522 Other 2,703 435 Total other current liabilities $ 36,359 $ 57,604

Vehicle Floorplan Facilities

Vehicle Floorplan Facilities	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Vehicle Floorplan Facilities	10. Vehicle Floorplan Facilities In March 2020, the Company entered into a new vehicle floorplan facility with Ally Bank and Ally Financial (as amended to date, the “2020 Vehicle Floorplan Facility”). The 2020 Vehicle Floorplan provides a committed credit line of up to $ 700.0 million which is scheduled to mature on March 31, 2023 . The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. As of March 31, 2022 , the borrowing capacity of the 2020 Vehicle Floorplan Facility was $ 700.0 million, of which $ 130.1 million was unutilized. Outstanding borrowings related to the 2020 Vehicle Floorplan Facility are due as the vehicles financed are sold, or in any event, on the maturity date. The 2020 Vehicle Floorplan Facility bears interest at a rate equal the Prime Rate, announced per annum by Ally Bank, plus 105 basis points. The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5 % of the outstanding borrowings in cash and cash equivalents, and to maintain 10 % of the daily floorplan principal balance outstanding on deposit with Ally Bank. The Company is required to pay an availability fee each quarter on the average unused capacity from the prior quarter if it was greater than 50 % of the calculated floorplan allowance, as defined. Cash deposits required under the Company's 2020 Vehicle Floorplan of $ 56.4 million and $ 50.6 million are classified as "Restricted cash" within the consolidated balance sheets as of March 31, 2022 and December 31, 2021, respectively. As of March 31, 2022 and December 31, 2021, outstanding borrowings on the 2020 Vehicle Floorplan Facility were $ 569.9 million and $ 512.8 million, respectively. Interest expense incurred by the Company for the 2020 Vehicle Floorplan Facility was $ 7.0 million and $ 3.8 million for the three months ended March 31, 2022 and 2021 , respectively, which are recorded within “Interest expense” in the consolidated statements of operations. The weighted average interest rate on the vehicle floorplan borrowings was 4.30 % as of March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021 , the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility. In connection with the vehicle floorplan facilities, the Company entered into credit balance agreements with Ally Bank and Ally Financial that permit the Company to deposit cash with the bank for the purpose of reducing the amount of interest payable for borrowings. Interest credits earned by the Company were $ 3.9 million and $ 2.2 million for the three months ended March 31, 2022 and 2021 , respectively, which are recorded within “Interest income” in the consolidated statements of operations.

Warehouse Credit Facilities of

Warehouse Credit Facilities of Consolidated VIEs	3 Months Ended
	Mar. 31, 2022
Line Of Credit Facility [Line Items]
Warehouse Credit Facilities of Consolidated VIEs	11. Warehouse Credit Facilities of Consolidated VIEs UACC has three senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. The terms of the Warehouse Credit Facilities include the following: Facility One Facility Two Facility Three Execution Date May 30, 2012 November 19, 2013 July 11, 2019 Maturity Date October 20, 2023 May 19, 2023 March 29, 2023 Aggregate Borrowings Limit (in thousands) $ 150,000 $ 100,000 $ 100,000 As of March 31, 2022, there were no outstanding borrowings related to the Warehouse Credit Facilities. As of March 31, 2022, the Company was in compliance with all covenants related to the Warehouse Credit Facilities.

Long Term Debt

Long Term Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Long Term Debt	12. Long Term Debt Debt instruments, excluding vehicle floorplan facilities, which are discussed in Note 10 — Vehicle Floorplan Facilities, and warehouse credit facilities of consolidated VIEs, which are discussed in Note 11 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands): March 31, December 31, 2022 2021 Current portion of securitization debt of consolidated VIEs $ 138,935 $ — Convertible senior notes 611,424 610,618 Securitization debt of consolidated VIEs, net of current portion 65,692 — Junior subordinated debentures 10,310 — Long term debt, net of current portion $ 687,426 $ 610,618 Total debt $ 826,361 $ 610,618 Convertible Senior Notes On June 18, 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 (the “Notes”), including $ 75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment option granted to the initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022 . The Notes will mature on July 1, 2026 , subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $ 608.9 million. Each $ 1,000 principal amount of the Notes will initially be convertible into 17.8527 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $ 56.01 per share, subject to adjustment upon the occurrence of specified events. The Notes are convertible, at the option of the noteholders, on or after April 1, 2026. Prior to April 1, 2026 , the Notes are convertible only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the Notes on each applicable trading day; • During the five consecutive business day period after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of the Notes for each day of that ten consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate of the Notes on such trading day; • If the Company calls any or all of the Notes for redemption; or • Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to common stockholders (as set forth in the Indenture). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company may not redeem the Notes prior to July 6, 2024. On or after July 6, 2024, the Company may redeem all or any portion of the Notes for cash equal to 100 % of the principal amount of the Notes being redeemed plus any accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the year ended March 31, 2022, the conditions allowing holders of the Notes to convert were not met. The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of March 31, 2022 , the unamortized debt discount and debt issuance costs was $ 13.6 million and the net carrying value was $ 611.4 million. The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the three months ended March 31, 2022 was $ 2.0 million. The effective interest rate of the Notes is 1.3 %. Securitization Debt of Consolidated VIEs The securitization debt was issued under UACC's securitization program. The Company elected to account for the securitization debt under the fair value option on February 1, 2022 using the measurement alternative. Fair value adjustments are recorded in "Other loss (income), net" in the condensed consolidated statements of operations. Refer to Note 16 – Financial Instruments and Fair Value Measurements. For all securitization transactions consummated prior to the Acquisition Date, UACC consolidated VIEs and accounted for these transactions as secured borrowings. Refer to Note 4 - Variable Interest Entities and Securitizations for further discussion. UACC retained the servicing rights for the finance receivables that were securitized; therefore, is responsible for the administration and collection of the amounts owed under the contracts. The securitization agreements also require certain funds to be held in restricted cash accounts to provide additional collateral for the borrowings or to be applied to make payments on the securitization debt. Restricted cash under the various agreements totaled approximately $ 25.5 million as of March 31, 2022. Upon the issuance of the securitization debt, UACC retained the right to receive excess cash flows over time from the underlying pool of securitized transactions. The 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 debt issued is included in "Long Term Debt" on the consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands): As of March 31, 2022 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2020-1-C February 10, 2025 $ 32,780 2.15 % $ 10,748 $ 10,750 United Auto Credit 2020-1-D February 10, 2025 31,450 2.88 % 31,450 31,532 United Auto Credit 2020-1-E February 10, 2025 18,730 5.19 % 18,730 18,897 United Auto Credit 2020-1-F January 12, 2026 7,360 9.08 % 7,360 7,389 United Auto Credit 2021-1-A July 10, 2023 122,070 0.34 % 11,433 11,422 United Auto Credit 2021-1-B March 11, 2024 33,540 0.68 % 33,540 33,382 United Auto Credit 2021-1-C June 10, 2026 29,640 0.84 % 29,640 29,228 United Auto Credit 2021-1-D June 10, 2026 29,380 1.14 % 29,380 28,560 United Auto Credit 2021-1-E June 10, 2026 20,800 2.58 % 20,800 19,962 United Auto Credit 2021-1-F September 10, 2027 13,910 4.30 % 13,910 13,505 $ 339,660 $ 206,991 $ 204,627 The Final Scheduled Payment Date represents final legal maturity of the 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 $ 110.5 million in 2022, $ 64.4 million in 2023, $ 25.3 million in 2024 and $ 6.7 million in 2025. The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands): As of March 31, 2022 Aggregate Principal Balance Fair Value United Auto Credit 2020-1 $ 76,086 $ 62,338 United Auto Credit 2021-1 142,157 127,131 Total finance receivables of CFEs $ 218,243 $ 189,469 Junior Subordinated Debentures On July 31, 2003, UACC issued junior subordinated debentures (trust preferred securities) of $ 10.0 million through a subsidiary, UPFC Trust I. The trust issuer is a 100 percent owned finance subsidiary and the securities are fully and unconditionally guaranteed by UACC. The interest is paid quarterly at a variable rate, equal to the three-month LIBOR plus 3.05 percent. The final maturity of these securities is on October 7, 2033 ; however, they can be called at par any time at the Company’s discretion.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies	13. Commitments and Contingencies Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition, or cash flows. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits were captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The Company filed a motion to dismiss all claims, and briefing of this motion is complete. The Company believes this lawsuit is without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. In August 2021, November 2021, January 2022, and February 2022, one of the Company’s stockholders filed purported shareholder derivative lawsuits on behalf of the Company in the U.S. District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities laws and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. All four lawsuits have been consolidated under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, and the court has approved the parties’ stipulation that the cases would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. All four derivative suits remain in preliminary stages and there have been no substantive developments in any matter. In April 2022, one of the Company’s stockholders filed a purported shareholder derivative lawsuit on behalf of the Company in the U.S. District Court for the District of Delaware against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities law and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. The case is captioned Godlu v. Hennessy et al., Case No. 22-cv-569. This lawsuit remains in preliminary stages and there have been no substantive developments. In April 2022, the Attorney General of Texas filed a petition on behalf of the State of Texas in the District Court of Travis County, Texas against the Company, alleging violation of the Texas Deceptive Trade Practices − Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq., based on alleged deficiencies and other issues in the Company’s marketing of used vehicles and fulfilment of customer orders, including the titling and registration of sold vehicles. According to the petition, 80% of the customer complaints referenced in the petition were received in the 12 months prior to April 2022. The petition is captioned State of Texas v. Vroom Automotive LLC, and Vroom Inc., Case No. D-1-GN-001809. Vroom Automotive, LLC and the Attorney General of the State of Texas have agreed to a temporary injunction in which Vroom Automotive, LLC agrees to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform. The parties also have agreed to stay the litigation for 45 days to allow the parties time to negotiate a mutually acceptable resolution of the case without the need for litigation. Because the case is at an early stage and the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, the Company cannot determine at present whether any potential liability would have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. As previously disclosed, we have been subject to audits, requests for information, investigations and other inquiries from our regulators relating to increased customer complaints concerning the same or similar matters alleged in the State of Texas petition. These regulatory matters could continue to progress into legal proceedings as well as enforcement actions resulting in fines, penalties, restitution, or alterations in our business practices, which in turn, could lead to increased business expenses, additional limitations on our business activities and further reputational damage, although to date such expenses have not had a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Other Matters The Company enters into agreements with third parties in the ordinary course of business that may contain indemnification provisions. In the event that an indemnification claim is asserted, the Company’s liability, if any, would be limited by the terms of the applicable agreement. Historically, the Company has not incurred material costs to defend lawsuits or settle claims related to indemnification provisions.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Stockholders' Equity	14. Stockholders’ Equity Preferred Stock On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of March 31, 2022 , there was no preferred stock issued or outstanding. Common Stock On June 11, 2020, the Company amended its certificate of incorporation to effect a 2 -for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $ 0.001 par value became two shares of common stock, $ 0.001 par value per share. The shares of common stock authorized for issuance was increased to 500,000,000 . Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock-based Compensation	15. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 3,019,108 shares of the Company’s common stock, (ii) up to 4 % of an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. On February 28, 2022, the Company registered an additional 5,483,716 shares of the Company's common stock to be issued pursuant to the 2020 Plan. As of March 31, 2022 , there were 7,375,049 shares available for future issuance under the 2020 Plan. Stock Options The Company recognized $ 0.4 million and $ 0.6 million of stock-based compensation expense related to stock options for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021 , the Company had $ 2.0 million and $ 2.5 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.6 years and 1.7 years, respectively . RSUs The Company recognized $ 3.2 million and $ 2.2 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021 , the Company had $ 27.7 million and $ 21.7 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 2.1 years.

Financial Instruments and Fair

Financial Instruments and Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Financial Instruments and Fair Value Measurements	16. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Items Measured at Fair Value on a Recurring Basis The Company holds certain financial assets that are required to be measured at fair value on a recurring basis. Additionally, the Company elected the fair value option for the financial assets and liabilities of UACC’s consolidated CFEs, beneficial interests in the 2022-1 securitization completed in February and certain of UACC’s finance receivables that are ineligible to be sold as of the acquisition date. 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 presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 189,504 $ — $ — $ 189,504 Commercial paper — 22,999 — 22,999 CFE assets: Finance receivables — — 189,469 189,469 Finance receivables at fair value — — 35,954 35,954 Beneficial interests in securitizations — 15,603 — 15,603 Total financial assets $ 189,504 $ 38,602 $ 225,423 $ 453,529 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 204,627 — 204,627 Total financial liabilities $ — $ 204,627 $ — $ 204,627 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 601,807 $ — $ — $ 601,807 Commercial paper — 149,974 — 149,974 Total financial assets $ 601,807 $ 149,974 $ — $ 751,781 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. Commercial Paper: Commercial paper consists of unsecured promissory notes issued by companies, with original maturities of three months or less and is classified as Level 2. Commercial paper is issued at a discount to face value and is priced to reflect prevailing market interest rates. Financial assets and liabilities of CFEs: In connection with the UACC Acquisition, as described in Note 5– Acquisitions, the Company acquired certain financial assets and liabilities of consolidated VIE subsidiaries related to securitization transactions that were deemed to be CFEs. The Company elected the fair value option for the assets and liabilities of its consolidated VIEs related to the 2020 and 2021 historical securitizations acquired from UACC. As of the Acquisition Date, in accordance with ASC 825, the Company has elected the fair value option, for the eligible financial assets and liabilities of these consolidated CFEs in order to mitigate potential accounting mismatches between the carrying value of the financial assets and liabilities. To eliminate potential measurement differences, the Company elected the measurement alternative included in ASU 2014-13, allowing the Company to measure both the financial assets and liabilities of a qualifying CFE using the fair value of either the CFE’s financial assets or liabilities, whichever is more observable. Under the measurement alternative prescribed by ASU 2014-13, the Company recognizes changes in the CFE’s net assets, including changes in fair value adjustments and net interest earned, in its condensed consolidated statements of operations. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the eligible CFEs are more observable, but in either case, the methodology results in the fair value of the financial assets of the securitization trust being equal to the fair value of their liabilities The Company determined that the fair value of the liabilities of the securitization CFEs are more observable, since market prices of their liabilities are based on non-binding quoted prices provided by broker dealers who make markets in similar financial instruments. The assets of the securitization CFEs are not readily marketable, and their fair value measurement requires information that may be limited in availability. In determining the fair value of the securitization debt of consolidated CFEs, the broker dealers consider contractual cash payments and yields expected by market participants. Broker dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including ratings, coupon, collateral type and seasoning or age of the security. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, an internal model is utilized using unobservable inputs or if we have multiple quotes that are not within determined range, it classified the securitization debt as Level 3 of the fair value hierarchy. The financial assets of the consolidated CFEs are an aggregate value derived from the fair value of the CFEs liabilities. The Company determined that CFEs finance receivables in their entirety should be classified as Level 3 of the fair value hierarchy. Finance receivables at fair value: In connection with the UACC Acquisition as described in Note 5 – Acquisitions, the Company acquired certain finance receivables for which it elected the fair value option in accordance with ASC 825. These receivables primarily relate to finance receivables that are not eligible to be sold in the immediate future due to various factors such as: delinquencies, bankruptcy, etc. The Company estimates the fair value of these receivables using a discounted cash flow model and incorporates key inputs that include performance rate, default rate, recovery rate, and weighted average coupon rates, as well as certain macroeconomics events the Company believes market participants would consider relevant. Beneficial interests in securitization: Beneficial interests in securitization relate to the Company’s 2022-1 securitization completed in February 2022 and include rated notes as well as certificates. Refer to Note 4 – Variable Interest Entities and Securitizations. The Company elected the fair value option on its beneficial interests in securitization. Beneficial interests may initially be classified as Level 2 if the transactions occur within close proximity to the end of each respective reporting period. Subsequently, similar to the securitization debt described above, fair value is determined by requesting a non-binding quote from broker dealers, or by utilizing market acceptable valuation models, such as discounted cash flows. Broker dealer quotes may be based on an income approach, which converts expected future cash flows to a single present value amount, with specific consideration of inputs relevant to particular security types. Such inputs may include ratings, collateral types, geographic concentrations, underlying loan vintages, delinquencies and defaults, loss severity assumptions, prepayments, and weighted average coupons and maturities. When the volume or level of market activity for a security is limited, certain inputs used to determine fair value may not be observable in the market. Broker dealer quotes may also be based on a market approach that considers recent transactions involving identical or similar securities. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, the Company utilizes an internally developed model using unobservable inputs. If internally developed models are utilized or if the Company has multiple quotes that are not within a consensus range of each other, the Company deems these securities to be classified as Level 3 of the fair value hierarchy. Changes in Level 3 Recurring Fair Value Measurements The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands): Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Securitization Debt of Consolidated CFEs Fair value as of January 1, 2022 $ — $ — $ — Acquired in business combination 262,644 34,283 275,394 Transfer out of Level 3 — — ( 275,394 ) Transfer within Level 3 categories ( 10,019 ) 10,019 — Losses included in other income ( 15,807 ) ( 1,730 ) — Sales ( 24,312 ) — — Paydowns ( 26,070 ) ( 7,500 ) — Other 3,033 882 — Fair value as of March 31, 2022 $ 189,469 $ 35,954 $ — Transfers out of Level 3 The Company's transfers between levels of the fair value hierarchy are assumed to have occurred at the beginning of the reporting period on a quarterly basis, except for assets and liabilities acquired during the period as described below. There were no transfers into Level 3 during the three-months ended March 31, 2022. During the three months ended March 31, 2022, transfers out of Level 3 liabilities related to securitization debt of consolidated CFEs. The transfer out of Level 3 was the result of achieving consensus pricing from third-party broker dealers who utilize market observable inputs to price the liabilities. Upon acquisition, the Company utilized unobservable pricing information and an internal discounted cash flows model to value the CFEs liabilities. The Company obtained consensus broker dealers quotes as of March 31, 2022. For the CFEs liabilities acquired during the period, the transfer was presumed to occur immediately after the Acquisition Date. As of March 31, 2021, there were no financial assets or liabilities measured using Level 3 inputs on a recurring basis. Other Relevant Data for Financial Assets and Liabilities for which FVO Was Elected The following table presents the gains or losses recorded in "Other loss (income), net" in the condensed consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands): Three Months Ended Financial Assets Finance receivables of CFEs $ ( 14,371 ) Finance receivables at fair value 613 Beneficial interests in securitizations ( 156 ) Financial Liabilities Debt of securitized VIEs 2,364 Total net loss included in other income $ ( 11,550 ) The following table presents other relevant data related to the finance receivables carried at fair value (in thousands): As of March 31, 2022 Finance Receivables of CFEs at Fair Value Finance Receivable at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 218,243 $ 44,593 Aggregate fair value of finance receivables that are reported at fair value $ 189,469 $ 35,954 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) $ 2,476 $ 3,286 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 2,154 $ 2,390 All finance receivables of CFEs are pledged to the CFEs trusts. The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands): As of March 31, 2022 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of debt of securitized VIEs $ 206,991 Aggregate fair value of debt of securitized VIEs $ 204,627 As of March 31, 2021, there were no financial assets or liabilities for which the fair value option was elected. Fair Value of Financial Instruments Not Carried at Fair Value The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the 2020 Vehicle Floorplan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. Finance receivables held for sale, net: For finance receivables eligible to be sold, the Company determines the fair value of finance receivables utilizing sales prices based on estimated securitization transactions, adjusted for transformation costs, risk and a normal profit margin associated with securitization transactions. The Company uses a discounted cash flow model to estimate the present value of future recoveries for finance receivables that become delinquent and no longer meet the expected sales criteria. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. The carrying value and fair value of the finance receivables held for sale, net were as follows (in thousands): March 31, 2022 Carrying value $ 117,658 Fair value $ 123,163 As of March 31, 2021, the Company did no t have any finance receivables held for sale. Convertible Senior Notes (the “Notes”): The fair value of the Notes, which are not carried at fair value on the accompanying consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy. March 31, December 31, 2022 2021 Carrying value $ 611,424 $ 610,618 Fair value $ 293,750 $ 386,100 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 March 31, 2022 and are classified within Level 3 of the fair value hierarchy. Fair Value of Financial Instruments on a Nonrecurring Basis Assets and liabilities acquired as part of a business combination and goodwill attributable to each of the Company's reporting units are recorded at fair value on a nonrecurring basis. Refer to Note 5 – Acquisitions and Note 8 - Goodwill and Intangible Assets for additional information. From time to time the Company may mark certain receivables classified as held for sale to fair value and classified as financial instruments recorded at fair value on a non-recurring basis. As of March 31, 2022 there were no material finance receivables that were marked to fair value on a non-recurring basis .

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Information	17. Segment Information The Company has four reportable segments: Ecommerce, Wholesale, TDA, and Retail Financing. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of sales incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise wide group basis. Accordingly, the Company does no t report segment asset information. As of March 31, 2022 and December 31, 2021, long-lived assets were predominantly located in the United States. The Ecommerce reportable segment represents retail sales of used vehicles through the Company’s ecommerce platform, fees earned on vehicle financing originated by UACC or our third-party financing sources and sales of value-added products associated with those vehicles sales. The Wholesale reportable segment represents sales of used vehicles through wholesale channels. The TDA reportable segment represents retail sales of used vehicles from TDA and fees earned on sales of financing and value-added products associated with those vehicle sales. The Retail Financing reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts. Revenues within the "All Other" category consist of the CarStory business and vehicle repair services at TDA. Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended March 31, 2022 Ecommerce Wholesale TDA Retail Financing All Other Total Revenues from external customers $ 675,364 $ 139,984 $ 56,271 $ 47,687 $ 4,469 $ 923,775 Gross profit $ 34,320 $ ( 2,753 ) $ 1,806 $ 44,963 $ 3,304 $ 81,640 Three Months Ended March 31, 2021 Ecommerce Wholesale TDA Retail Financing All Other Total Revenues from external customers $ 422,308 $ 118,024 $ 47,587 $ — $ 3,199 $ 591,118 Gross profit $ 31,837 $ ( 282 ) $ 2,791 $ — $ 1,830 $ 36,176 The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Three Months Ended 2022 2021 Reconciliation to consolidated total revenue Total reportable segment revenue $ 919,306 $ 587,919 All Other revenues 4,469 3,199 Consolidated total revenue $ 923,775 $ 591,118 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 78,336 $ 34,346 All Other gross profit 3,304 1,830 Selling, general and administrative expenses 187,994 109,114 Depreciation and amortization 7,856 2,594 Goodwill impairment charge 201,703 — Interest expense 9,380 3,812 Interest Income ( 3,952 ) ( 2,296 ) Other income, net 12,358 ( 15 ) Consolidated loss before provision for income taxes $ ( 333,699 ) $ ( 77,033 )

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	18. Income Taxes The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that is it more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company is in a cumulative loss position. The Company’s effective tax rate for the three months ended March 31, 2022 and 2021 was 6.96 % and ( 0.20 )%, respectively. The increase in effective tax rate was primarily driven by a deferred tax benefit recorded for the decrease of Valuation Allowance resulting from the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation) that occurred during the quarter of $ 23.9 million. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2015 and prior. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone four ownership changes, the most recent of which was April 2021. These changes will substantially limit the use of the net operating losses generated before the change in control. The Company acquired Unitas Holdings Corp (now known as Vroom Finance Corporation) on February 1, 2022 in a stock acquisition, refer to Note 5 – Acquisitions for additional information. The NOLs and other tax attributes acquired will be subject to Section 382 limitations. The Company is in the process of determining the amount of attributes that will be available for use. The Company has no t identified any uncertain tax positions as of March 31, 2022 and December 31, 2021.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share Basic And Diluted [Abstract]
Net Loss Per Share	19. 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 (in thousands, except share and per share amounts) 2022 2021 Net loss $ ( 310,459 ) $ ( 77,189 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 137,259,629 135,497,511 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.26 ) $ ( 0.57 ) The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of March 31, 2022 2021 Convertible senior notes 11,158,722 — Stock options 3,814,755 4,995,310 Restricted stock units 2,398,593 1,700,090 Total 17,372,070 6,695,400

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	20. Subsequent Events Realignment Plan On May 5, 2022, our board of directors approved a business realignment plan designed to position the Company for long-term profitable growth by prioritizing unit economics, reducing operating expenses and maximizing liquidity (the “Realignment Plan”). The Realignment Plan includes a headcount reduction of approximately 270 positions. The Company estimates that it will incur total cash charges of approximately $ 4.0 million for severance and other personnel-related reduction costs. Additionally, the Company expects to recognize approximately $ 7.0 million of lease impairment charges related to closing the New York City, Detroit and Sell Us Your Car® center facilities. CEO Transition Effective May 9, 2022, Thomas H. Shortt has been appointed as the Company’s Chief Executive Officer and a director, succeeding Paul J. Hennessy upon Mr. Hennessy’s resignation as Chief Executive Officer and a director of the Company. Mr. Shortt previously served as the Company’s Chief Operating Officer since January 2022. The Company has entered into a new employment agreement with Mr. Shortt in connection with his appointment as Chief Executive Officer. Also effective on May 9, 2022, Robert J. Mylod, Jr., the current Chairperson of the Board, has been appointed as the Independent Executive Chair of the Board in order to support the leadership change in the Company’s Chief Executive Officer position.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2021. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2022 and its results of operations for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to income taxes, the realizability of inventory, stock-based compensation, contingencies, revenue-related reserves, fair value measurements, goodwill, and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Due to the evolving and uncertain nature of COVID-19, it is reasonably possible that it could materially impact the Company’s estimates, particularly those noted above that require consideration of forecasted financial information, in the near to medium term. The ultimate impact will depend on numerous evolving factors that the Company may not be able to accurately predict, including the duration and extent of the pandemic, the impact of federal, state, local and foreign governmental actions, consumer behavior in response to the pandemic and other economic and operational conditions the Company may face.
Comprehensive Loss	Comprehensive Loss The Company did no t have any other comprehensive income or loss for the three months ended March 31, 2022 and 2021 . Accordingly, net loss and comprehensive loss are the same for the periods presented.
Restricted Cash	Restricted Cash Restricted cash includes cash deposits required under the Company’s 2020 Vehicle Floorplan Facility as explained in Note 10 – Vehicle Floorplan Facilities, and cash deposits of $ 113.7 million required under cash collateral agreements with certain of the Company's lenders. Additionally, as of March 31, 2022, restricted cash also includes restricted cash for UACC. UACC collects and services all receivables under the securitizations and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. Refer to Note 11 — Warehouse Credit Facilities of Consolidated VIEs and Note 12 — Long Term Debt for further detail.
Finance Receivables	Finance Receivables Finance receivables consist of installment contracts the Company originates through UACC to finance the vehicles it sells, as well as installment contracts acquired by UACC from its existing network of third-party dealership customers. The Company's finance receivables are generally secured by the vehicles being financed. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received. Finance receivables may be restored to accrual status when a customer settles all delinquency balances and future interest and principal payments are reasonably assured.
Finance Receivables Held for Sale, Net	Finance Receivables Held for Sale, Net Finance receivables which the Company intends to sell and not hold to maturity are classified as held-for-sale. The Company intends to sell finance receivables either through securitization transactions or whole loan sales under forward flow arrangements. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts or premiums are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale and recorded in “Finance Revenue” in the condensed consolidated statements of operations. The Company records an allowance to report finance receivables at the lower of amortized cost basis or fair value. For purposes of determining the allowance, finance receivables are evaluated collectively to determine the allowance as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, there could be significant adjustments to our allowance. Fair value adjustments are recorded in "Other loss (income), net" in the condensed consolidated statements of operations. Principal balances of finance receivables are charged-off when we are unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of March 31, 2022, the allowance for finance receivables classified as held for sale was no t material. Refer to No te 16 – Financial Instruments and Fair Value Measurements .
Finance Receivables at Fair Value	Finance Receivables at Fair Value Finance receivables at fair value represent finance receivables for which the Company elected the fair value option on February 1, 2022 and primarily consists of the finance receivables held in consolidated variable interest entities ("VIEs") related to securitization transactions consummated prior to the Acquisition Date. Fair value adjustments are recorded in "Other loss (income), net" in the condensed consolidated statements of operations. Refer to Note 16 – Financial Instruments and Fair Value Measurements.
Consolidated CFEs	Consolidated CFEs The Company elected the fair value option for the initial recognition of the assets and liabilities of its consolidated VIEs related to the 2020 and 2021 historical securitizations acquired from UACC. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative included in ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). Interest income, interest expense and other loss or income associated with these CFEs are presented separately on the condensed consolidated statements of operations, within the “Finance revenue”, “Finance cost of sales” and “Other loss (income), net” line items, respectively. The assets and liabilities of the CFEs are presented as part of the current and noncurrent “Finance receivables at fair value” and “Securitization debt of consolidated VIEs at fair value,” respectively, on the condensed consolidated balance sheets. During the quarter ended March 31, 2022, the Company recognized interest income of $ 10.9 million, interest expense of $ 0.8 million, and other net losses due to changes in fair value of $ 12.0 million. Refer to Note 16 – Financial Instruments and Fair Value Measurements for further details.
Goodwill	Goodwill Goodwill represents the excess of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed in business combinations. Goodwill is tested for impairment annually as of October 1 or whenever events or changes in circumstances indicate that an impairment may exist. The Company has four reporting units: Ecommerce, Wholesale, TDA and Retail Financing. In performing its goodwill impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit is more than its carrying amount, then performing the quantitative test is unnecessary and the Company’s goodwill is not considered to be impaired. However, if based on the qualitative assessment the Company concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the optional qualitative assessment as provided for under U.S. GAAP, the Company proceeds with performing the quantitative impairment test.
Business Combinations	Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The Company will continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to the Company’s consolidated statement of operations.
Advertising	Advertising Advertising costs are expensed as incurred and are included within “Selling, general and administrative expenses” in the consolidated statements of operations. Advertising expenses were $ 33.7 million and $ 29.6 million for the three months ended March 31, 2022 and 2021 , respectively.
Shipping and Handling	Shipping and Handling Logistics costs related to inbound transportation from the point of acquisition to the relevant reconditioning facility are included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are accounted for as costs to fulfill contracts with customers and are included in “Selling, general and administrative expenses” in the condensed consolidated statements of operations and were $ 26.7 million and $ 15.4 million for the three months ended March 31, 2022 and 2021 , respectively.
Concentration of Credit Risk and Significant Customers	Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and accounts receivable, which are unsecured. The Company’s cash balances are maintained at various large, reputable financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid U.S. treasury securities and commercial paper investments. Concentration of credit risk with respect to accounts receivable is generally mitigated by a large customer base. For the three months ended March 31, 2022 and 2021, no customer represented 10% or more of the Company’s revenues and no customer represented more than 10% of the Company’s accounts receivable as of March 31, 2022 and December 31, 2021 .
Liquidity	Liquidity The Company has had negative cash flows and losses from operations since inception and expects to incur additional losses in the future. In June 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 . Refer to Note 12 – Long Term Debt for further discussion. The Company has a Vehicle Floorplan Facility with a borrowing capacity of $ 700.0 million as of December 31, 2021. Refer to Note 10 – Vehicle Floorplan Facilities for further discussion. In February 2022, UACC sold $ 281.4 million of rated asset-backed securities and $ 32.3 million of residual certificates in an auto loan securitization offering from a securitization trust, established and sponsored by UACC, for proceeds of $ 317.3 million. The trust is collateralized by finance receivables with an aggregate principal balance of $ 318.5 million and had a carrying value of $ 287.7 million at the time of sale. These finance receivables are serviced by UACC. UACC retained 5 % of the notes and residual certificates sold. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion. UACC has three warehouse credit facilities from a diverse bank group with a borrowing capacity of $ 350.0 million as of March 31, 2022. Refer to Note 11 – Warehouse Credit Facilities of Consolidated VIEs for further discussion.
Non-Employee Share-Based Payments	Nonemployee Share-Based Payments On May 15, 2020, the Company entered into an agreement with Rocket Auto LLC and certain of its affiliates (collectively, “Rocket”) providing for the launch of an ecommerce platform under the “Rocket Auto” brand for the marketing and sale of vehicles directly to consumers (the “RA Agreement”). The Company lists its used vehicle inventory for sale on the Rocket Auto platform, but all sales of the Company’s inventory are conducted through the Company’s platform. During the term of the RA Agreement, Rocket has agreed to ensure that not less than a minimum percentage of all used vehicles sold or leased through the platform on a monthly basis will be Vroom inventory. The Company issued Rocket 183,870 shares of the Company’s common stock upon execution of the RA Agreement. The Company will pay Rocket a combination of cash and stock for vehicle sales made through the platform. Rocket may earn up to 8,641,914 shares of common stock over a four-year period based upon sales volume of Vroom inventory through the Rocket Auto platform. We have been engaged in discussions with Rocket regarding a potential restructuring of our relationship with regard to the Rocket Auto platform and have agreed to suspend the RA Agreement as of April 26, 2022 pending the outcome if further discussions. The Company accounts for the issuance of its common stock under the RA agreement in accordance with ASC 718, Compensation – Stock Compensation , including the provisions that apply to share-based payments issued to nonemployees for goods or services. The Company determined that the grant date was May 15, 2020, for both the upfront shares issued and the additional shares that potentially are to be issued based on sales volume through the Rocket Auto platform. The fair value of the Company’s common stock on the grant date was determined to be $ 11.57 per share. The grant date fair value of the upfront shares issued was initially recognized as an asset within “Other assets” in the consolidated balance sheet, which will subsequently be amortized within “Selling, general and administrative expenses” over the term of the RA agreement commencing on the launch date. The grant date fair value of the potential shares to be issued will be recognized within “Selling, general and administrative expenses” as sales of Vroom’s inventory associated with the Rocket Auto platform occur and such shares are earned.
Accounting Standards Issued But Not Yet Adopted	Accounting Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The guidance will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements and related disclosures.

Variable Interest Entities an_2

Variable Interest Entities and Securitizations (Tables)	3 Months Ended
	Mar. 31, 2022
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 our variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands): As of March 31, 2022 Securitization Vehicles Current Assets: Restricted Cash $ 25,542 Finance Receivables at fair value 12,116 Total Current Assets 37,658 Finance Receivables at fair value 177,353 Total Assets $ 215,011 Current Liabilities: Current portion of securitization debt $ 138,935 Securitization debt, net of current portion 65,692 Total Liabilities $ 204,627
Summary of Unconsolidated Variable Interest Entities	The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands): As of March 31, 2022 Aggregate Principal Balance Carrying Value Total Exposure Rated notes $ 14,106 $ 13,903 $ 13,903 Certificates — 1,700 1,700 Other assets 310 310 310 Total unconsolidated VIEs $ 14,416 $ 15,913 $ 15,913

Acquisition (Tables)

Acquisition (Tables)	3 Months Ended
	Mar. 31, 2022
UACC
Business Acquisition [Line Items]
Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed	The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the Acquisition Date (in thousands): Fair Value Cash and cash equivalents $ 5,294 Restricted cash 42,631 Finance receivables at fair value 296,927 Finance receivables, held for sale 263,393 Intangible assets 156,000 Goodwill 42,886 Other assets 26,640 Total assets acquired $ 833,771 Warehouse credit facilities ( 178,067 ) Long term debt ( 285,704 ) Deferred tax liability ( 23,855 ) Other liabilities ( 30,026 ) Total liabilities assumed $ ( 517,652 ) Net assets acquired $ 316,119
Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life	The following table summarizes the identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Average Useful Life Purchased technology $ 83,000 7 Customer relationships 66,000 8 Trade name 7,000 10 $ 156,000
Summary of Pro Forma Information	The pro forma information for three months ended March 31, 2022 and 2021 is as follows: Three months ended March 31, 2022 2021 Total revenue $ 939,246 $ 631,494 Net loss $ ( 322,650 ) $ ( 44,383 )
Vast Holdings, Inc. (“d/b/a CarStory”)
Business Acquisition [Line Items]
Summary of Fair Value of Consideration Transferred	The fair value of the consideration transferred was approximately $ 116.6 million, inclusive of immaterial measurement period adjustments, and consisted of the following (in thousands): Fair Value Cash $ 76,740 Common stock issued (1) 38,811 Fair value of unvested stock options assumed (2) 1,017 Total $ 116,568 (1) The Company issued 1,066,444 shares of common stock, net of 5,673 shares cancelled to satisfy working capital adjustment,. The fair value of common stock was determined based on the closing market price on the date of acquisition discounted for a lack of marketability of 10.0 % to account for the 180 day lock up period. The fair value of the unvested stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0392 was applied to convert CarStory’s outstanding equity awards for CarStory's common stock into equity awards for shares of the Company's common stock.
Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed	The following table summarizes the fair value of the identified assets acquired and liabilities assumed as of the acquisition date, inclusive of immaterial measurement period adjustments which were finalized in the year ended December 31, 2021 (in thousands): Fair Value Cash and cash equivalents $ 865 Accounts receivable, prepaid expenses and other current assets 1,330 Property and equipment and other assets 371 Intangible Assets 34,300 Goodwill 80,645 Current liabilities ( 943 ) Net assets acquired $ 116,568
Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful Life	The following table summarizes the final identifiable intangible assets acquired and their estimated weighted average useful life at the date of acquisition (in thousands): Fair Value Weighted Developed technology $ 25,700 5 Trademarks 5,200 8 Customer relationships 3,400 8 Total intangible assets subject to amortization $ 34,300

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2022
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory consisted of the following (in thousands): March 31, December 31, 2022 2021 Vehicles $ 737,583 $ 724,542 Parts and accessories 3,785 1,842 Total inventory $ 741,368 $ 726,384

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2022
Property Plant And Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2022 2021 Equipment $ 2,929 $ 1,011 Furniture and fixtures 2,470 2,244 Logistics fleet 25,667 22,810 Leasehold improvements 7,400 7,161 Internal-use software 23,276 18,423 Other 6,201 5,811 67,943 57,460 Accumulated depreciation and amortization ( 23,286 ) ( 20,418 ) Property and equipment, net $ 44,657 $ 37,042

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Activity in Carrying Value of Goodwill by Reporting Unit	The following table summarizes the activity in the carrying value of goodwill by reporting unit for the three months ended March 31, 2022 and 2021 (in thousands): Ecommerce Wholesale TDA Total Balance as of December 31, 2020 $ 72,231 $ 1,720 $ 4,221 $ 78,172 Acquisition 81,134 — — 81,134 Balance as of March 31, 2021 $ 153,365 $ 1,720 $ 4,221 $ 159,306 Balance as of December 31, 2021 $ 152,876 $ 1,720 $ 4,221 $ 158,817 Acquisition 42,886 — — 42,886 Goodwill impairment charge ( 195,762 ) ( 1,720 ) ( 4,221 ) ( 201,703 ) Balance as of March 31, 2022 $ — $ — $ — $ —
Schedule of Intangible Assets, Net	Intangible Assets Intangible assets, net consisted of the following (in thousands): March 31, 2022 December 31, 2021 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed and Purchased Technology $ 108,700 $ ( 8,305 ) $ 100,395 $ 25,700 $ ( 5,043 ) $ 20,657 Customer Relationships 69,400 ( 2,154 ) 67,246 5,240 ( 673 ) 4,567 Trademarks and Trade names 12,240 ( 698 ) 11,542 3,400 ( 417 ) 2,983 Other 252 ( 252 ) — 252 ( 252 ) — Total intangible assets $ 190,592 $ ( 11,409 ) $ 179,183 $ 34,592 $ ( 6,385 ) $ 28,207
Schedule of Estimated Amortization Expense for Intangible Assets	The estimated amortization expense for intangible assets subsequent to March 31, 2022, consists of the following (in thousands): Year Ending December 31: For remainder of 2022 $ 20,270 2023 27,022 2024 27,022 2025 27,022 2026 21,979 Thereafter 55,868 $ 179,183

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
Accrued Liabilities And Other Liabilities [Abstract]
Schedule of Accrued Expenses	The Company’s accrued expenses consisted of the following (in thousands): March 31, December 31, 2022 2021 Accrued marketing expenses $ 14,265 $ 17,546 Vehicle related expenses 44,665 36,459 Sales taxes 35,570 39,163 Accrued compensation and benefits 25,161 16,150 Accrued professional services 5,189 4,225 Other 14,306 7,965 Total accrued expenses $ 139,156 $ 121,508
Other Current Liabilities	The Company’s other current liabilities consisted of the following (in thousands): March 31, December 31, 2022 2021 Vehicle payable $ 15,981 $ 30,647 Reserve for estimated returns 17,675 26,522 Other 2,703 435 Total other current liabilities $ 36,359 $ 57,604

Warehouse Credit Facilities o_2

Warehouse Credit Facilities of Consolidated VIEs (Tables)	3 Months Ended
	Mar. 31, 2022
Line Of Credit Facility [Line Items]
Schedule of Terms of the Warehouse Credit Facilities	UACC has three senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. The terms of the Warehouse Credit Facilities include the following: Facility One Facility Two Facility Three Execution Date May 30, 2012 November 19, 2013 July 11, 2019 Maturity Date October 20, 2023 May 19, 2023 March 29, 2023 Aggregate Borrowings Limit (in thousands) $ 150,000 $ 100,000 $ 100,000

Long Term Debt (Tables)

Long Term Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Debt Instruments	Debt instruments, excluding vehicle floorplan facilities, which are discussed in Note 10 — Vehicle Floorplan Facilities, and warehouse credit facilities of consolidated VIEs, which are discussed in Note 11 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands): March 31, December 31, 2022 2021 Current portion of securitization debt of consolidated VIEs $ 138,935 $ — Convertible senior notes 611,424 610,618 Securitization debt of consolidated VIEs, net of current portion 65,692 — Junior subordinated debentures 10,310 — Long term debt, net of current portion $ 687,426 $ 610,618 Total debt $ 826,361 $ 610,618
Schedule of Securitization Debt of Consolidated VIEs	The debt issued is included in "Long Term Debt" on the consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands): As of March 31, 2022 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2020-1-C February 10, 2025 $ 32,780 2.15 % $ 10,748 $ 10,750 United Auto Credit 2020-1-D February 10, 2025 31,450 2.88 % 31,450 31,532 United Auto Credit 2020-1-E February 10, 2025 18,730 5.19 % 18,730 18,897 United Auto Credit 2020-1-F January 12, 2026 7,360 9.08 % 7,360 7,389 United Auto Credit 2021-1-A July 10, 2023 122,070 0.34 % 11,433 11,422 United Auto Credit 2021-1-B March 11, 2024 33,540 0.68 % 33,540 33,382 United Auto Credit 2021-1-C June 10, 2026 29,640 0.84 % 29,640 29,228 United Auto Credit 2021-1-D June 10, 2026 29,380 1.14 % 29,380 28,560 United Auto Credit 2021-1-E June 10, 2026 20,800 2.58 % 20,800 19,962 United Auto Credit 2021-1-F September 10, 2027 13,910 4.30 % 13,910 13,505 $ 339,660 $ 206,991 $ 204,627
Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt	The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands): As of March 31, 2022 Aggregate Principal Balance Fair Value United Auto Credit 2020-1 $ 76,086 $ 62,338 United Auto Credit 2021-1 142,157 127,131 Total finance receivables of CFEs $ 218,243 $ 189,469

Financial Instruments and Fai_2

Financial Instruments and Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis	The following tables presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 189,504 $ — $ — $ 189,504 Commercial paper — 22,999 — 22,999 CFE assets: Finance receivables — — 189,469 189,469 Finance receivables at fair value — — 35,954 35,954 Beneficial interests in securitizations — 15,603 — 15,603 Total financial assets $ 189,504 $ 38,602 $ 225,423 $ 453,529 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 204,627 — 204,627 Total financial liabilities $ — $ 204,627 $ — $ 204,627 As of December 31, 2021 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 601,807 $ — $ — $ 601,807 Commercial paper — 149,974 — 149,974 Total financial assets $ 601,807 $ 149,974 $ — $ 751,781
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, 2022 $ — $ — $ — Acquired in business combination 262,644 34,283 275,394 Transfer out of Level 3 — — ( 275,394 ) Transfer within Level 3 categories ( 10,019 ) 10,019 — Losses included in other income ( 15,807 ) ( 1,730 ) — Sales ( 24,312 ) — — Paydowns ( 26,070 ) ( 7,500 ) — Other 3,033 882 — Fair value as of March 31, 2022 $ 189,469 $ 35,954 $ —
Summary of Gains or Losses Recorded Related to Eligible Financial Instruments	The following table presents the gains or losses recorded in "Other loss (income), net" in the condensed consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands): Three Months Ended Financial Assets Finance receivables of CFEs $ ( 14,371 ) Finance receivables at fair value 613 Beneficial interests in securitizations ( 156 ) Financial Liabilities Debt of securitized VIEs 2,364 Total net loss included in other income $ ( 11,550 )
Summary of Other Relevant Data Related to Finance Receivables Carried at Fair Value	The following table presents other relevant data related to the finance receivables carried at fair value (in thousands): As of March 31, 2022 Finance Receivables of CFEs at Fair Value Finance Receivable at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 218,243 $ 44,593 Aggregate fair value of finance receivables that are reported at fair value $ 189,469 $ 35,954 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) $ 2,476 $ 3,286 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 2,154 $ 2,390
Summary of Other Relevant Data Related to Debt of Securitized VIEs Carried at Fair Value	The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands): As of March 31, 2022 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of debt of securitized VIEs $ 206,991 Aggregate fair value of debt of securitized VIEs $ 204,627
Summary of Fair Value of Financial Instruments Not Carried at Fair Value	The carrying value and fair value of the finance receivables held for sale, net were as follows (in thousands): March 31, 2022 Carrying value $ 117,658 Fair value $ 123,163 The fair value of the Notes, which are not carried at fair value on the accompanying consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy. March 31, December 31, 2022 2021 Carrying value $ 611,424 $ 610,618 Fair value $ 293,750 $ 386,100

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Summary of Reportable Segments	Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended March 31, 2022 Ecommerce Wholesale TDA Retail Financing All Other Total Revenues from external customers $ 675,364 $ 139,984 $ 56,271 $ 47,687 $ 4,469 $ 923,775 Gross profit $ 34,320 $ ( 2,753 ) $ 1,806 $ 44,963 $ 3,304 $ 81,640 Three Months Ended March 31, 2021 Ecommerce Wholesale TDA Retail Financing All Other Total Revenues from external customers $ 422,308 $ 118,024 $ 47,587 $ — $ 3,199 $ 591,118 Gross profit $ 31,837 $ ( 282 ) $ 2,791 $ — $ 1,830 $ 36,176
Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes	The reconciliation between reportable segment gross profit to consolidated loss before provision for income taxes is as follows (in thousands): Three Months Ended 2022 2021 Reconciliation to consolidated total revenue Total reportable segment revenue $ 919,306 $ 587,919 All Other revenues 4,469 3,199 Consolidated total revenue $ 923,775 $ 591,118 Reconciliation to consolidated loss before provision for income taxes Total reportable segment gross profit $ 78,336 $ 34,346 All Other gross profit 3,304 1,830 Selling, general and administrative expenses 187,994 109,114 Depreciation and amortization 7,856 2,594 Goodwill impairment charge 201,703 — Interest expense 9,380 3,812 Interest Income ( 3,952 ) ( 2,296 ) Other income, net 12,358 ( 15 ) Consolidated loss before provision for income taxes $ ( 333,699 ) $ ( 77,033 )

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
Earnings Per Share Basic And Diluted [Abstract]
Summary of Computation of Basic and Diluted Net Loss Per Share	The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended (in thousands, except share and per share amounts) 2022 2021 Net loss $ ( 310,459 ) $ ( 77,189 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 137,259,629 135,497,511 Net loss per share attributable to common stockholders, basic and diluted $ ( 2.26 ) $ ( 0.57 )
Summary of Calculation of Diluted Shares Outstanding	The following potentially dilutive shares were not included in the calculation of diluted shares outstanding for the periods presented as the effect would have been anti-dilutive: As of March 31, 2022 2021 Convertible senior notes 11,158,722 — Stock options 3,814,755 4,995,310 Restricted stock units 2,398,593 1,700,090 Total 17,372,070 6,695,400

Description of Business and B_2

Description of Business and Basis of Presentation - Additional Information (Details)	3 Months Ended
	Mar. 31, 2022Segment
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Number of reportable segments	4

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Details)	Feb. 28, 2022USD ($)	May 15, 2020$ / sharesshares	Jun. 30, 2021USD ($)	Mar. 31, 2022USD ($)SegmentFacility	Mar. 31, 2021USD ($)	Dec. 31, 2021USD ($)
Accounting Policies [Line Items]
Other comprehensive income (loss)				$ 0	$ 0
Cash deposits included in restricted cash				196,809,000		$ 82,450,000
Interest income				3,952,000	2,296,000
Interest expense				$ 9,380,000	3,812,000
Number of reporting units | Segment				4
Valuation allowance for finance receivables classified as held for sale				$ 0
Debt instrument aggregate principal amount				206,991,000
RA Agreement
Accounting Policies [Line Items]
Common stock, issued | shares		183,870
Term for issuance of additional shares of common stock		4 years
Sale of stock, price per share | $ / shares		$ 11.57
RA Agreement | Maximum
Accounting Policies [Line Items]
Issuance of additional shares of common stock | shares		8,641,914
0.75% Unsecured Convertible Senior Notes Due 2026
Accounting Policies [Line Items]
Debt instrument aggregate principal amount			$ 625,000,000
Debt instrument interest rate			0.75%
Debt instrument maturity year			2026
Selling, General and Administrative Expenses
Accounting Policies [Line Items]
Advertising expense				33,700,000	29,600,000
Selling, General and Administrative Expenses | Shipping and Handling
Accounting Policies [Line Items]
Shipping and handling expenses				26,700,000	$ 15,400,000
Other Loss (Income), Net
Accounting Policies [Line Items]
Other net losses due to changes in fair value				12,000,000
Finance [Member]
Accounting Policies [Line Items]
Interest income				10,900,000
Interest expense				800,000
UACC
Accounting Policies [Line Items]
Net proceeds from securitization	$ 317,300,000
Percentage of notes and residual certificates sold	5.00%
Collateralized finance receivable				318,500,000
Carrying value of finance receivables				287,700,000
Asset-backed Securities | UACC
Accounting Policies [Line Items]
Securitization transaction	$ 281,400,000
Residual Interest, 2022-1 Securitization | UACC
Accounting Policies [Line Items]
Securitization transaction	$ 32,300,000
Vehicle Floorplan Facilities | Line Of Credit
Accounting Policies [Line Items]
Increased borrowing capacity						$ 700,000,000
Lenders | Cash Deposits
Accounting Policies [Line Items]
Cash deposits included in restricted cash				$ 113,700,000
Diverse Bank Group | UACC
Accounting Policies [Line Items]
Number of warehouse credit facilities | Facility				3
Diverse Bank Group | UACC | Warehouse Credit Facility
Accounting Policies [Line Items]
Increased borrowing capacity				$ 350,000,000

Revenue Recognition - Additiona

Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 10.2	$ 9.6
Cumulative profit sharing payment recognized	$ 19.7	17.9
Percentage of servicing fees earned on outstanding principal balance of finance receivable	4.00%
Revenue, practical expedient, incremental cost of obtaining contract	true
Accrued Expenses
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	$ 5.7	5.5
Other Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Reserve for chargebacks	4.5	4.1
Prepaid Expenses and Other Current Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	1.1	0.9
Other Assets
Disaggregation Of Revenue [Line Items]
Cumulative profit sharing payment recognized	$ 18.6	$ 17

Variable Interest Entities an_3

Variable Interest Entities and Securitizations - Additional Information (Details) $ in Thousands	Feb. 16, 2022USD ($)	Mar. 31, 2022USD ($)Facility
Variable Interest Entity [Line Items]
Beneficial interests in securitizations		$ 15,603
UACC
Variable Interest Entity [Line Items]
Risk retention rules percentage		5.00%
Number of senior secured warehouse credit facilities | Facility		3
Recognized a gain on sale	$ 29,600
Net proceeds from sale of transaction, cash	301,400
Net proceeds from sale of transaction, beneficial interests	$ 16,500
Beneficial interests in securitizations		$ 15,600

Variable Interest Entities an_4

Variable Interest Entities and Securitizations - Summary of Total Assets and Total Liabilities Associated With Variable Interests in Consolidated VIEs (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Restricted cash	$ 196,809	$ 82,450
Finance receivables at fair value, current	14,900
Total current assets	1,859,427	2,102,292
Finance receivables at fair value, noncurrent	210,523
Total assets	2,338,735	2,366,750
Current Liabilities:
Current portion of securitization debt	138,935
Total current liabilities	1,017,329	827,256
Securitization debt, net of current portion	687,426	610,618
Total liabilities	1,730,371	$ 1,451,556
Securitization Vehicles
Current Assets:
Restricted cash	25,542
Finance receivables at fair value, current	12,116
Total current assets	37,658
Finance receivables at fair value, noncurrent	177,353
Total assets	215,011
Current Liabilities:
Current portion of securitization debt	138,935
Securitization debt, net of current portion	65,692
Total liabilities	$ 204,627

Variable Interest Entities an_5

Variable Interest Entities and Securitizations - Summary of Unconsolidated Variable Interest Entity (Details) - Variable Interest Entity Not Primary Beneficiary $ in Thousands	Mar. 31, 2022USD ($)
Variable Interest Entity [Line Items]
Aggregate Principal Balance	$ 14,416
Carrying Value	15,913
Total Exposure	15,913
Rated Notes
Variable Interest Entity [Line Items]
Aggregate Principal Balance	14,106
Carrying Value	13,903
Total Exposure	13,903
Certificates
Variable Interest Entity [Line Items]
Carrying Value	1,700
Total Exposure	1,700
Other Assets
Variable Interest Entity [Line Items]
Aggregate Principal Balance	310
Carrying Value	310
Total Exposure	$ 310

Acquisition - Additional Inform

Acquisition - Additional Information (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Jan. 07, 2021	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Net income (loss)			$ (310,459)	$ (77,189)
Acquisition-related cost			5,700	5,700
Amortization expense for intangible assets			5,000	1,400
Non-recurring tax adjustment (benefit)			24,100	$ (26,200)
Vast Holdings, Inc. (“d/b/a CarStory”)
Business Acquisition [Line Items]
Business acquisition, date of acquisition		Jan. 7, 2021
Percentage of business acquisition rate		100.00%
Fair value of consideration transferred		$ 116,568
UACC
Business Acquisition [Line Items]
Business acquisition, date of acquisition	Feb. 1, 2022
Revenues			49,000
Net income (loss)			19,200
Transaction costs			$ 5,700
Percentage of business acquisition rate	100.00%
Fair value of consideration transferred	$ 316,100

Acquisition - Summary of Fair V

Acquisition - Summary of Fair Value of Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Feb. 01, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 0		$ 158,817	$ 159,306	$ 78,172
Vast Holdings, Inc. (“d/b/a CarStory”)
Business Acquisition [Line Items]
Cash and cash equivalents			865
Accounts receivable, prepaid expenses and other current assets			1,330
Property and equipment and other assets			371
Intangible Assets			34,300
Goodwill			80,645
Current liabilities			(943)
Net assets acquired			$ 116,568
UACC
Business Acquisition [Line Items]
Cash and cash equivalents		$ 5,294
Restricted cash		42,631
Finance receivables at fair value		296,927
Finance receivables, held for sale		263,393
Intangible Assets		156,000
Goodwill		42,886
Other assets		26,640
Total assets acquired		833,771
Warehouse credit facilities		(178,067)
Long term debt		(285,704)
Deferred tax liability		(23,855)
Other liabilities		(30,026)
Total liabilities assumed		(517,652)
Net assets acquired		$ 316,119

Acquisition - Summary of Final

Acquisition - Summary of Final Identifiable Intangible Assets Acquired and their Estimated Weighted Average Useful (Details) - USD ($) $ in Thousands	Feb. 01, 2022	Jan. 07, 2021
UACC
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 156,000
UACC | Trade Name
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 7,000
Weighted Average Useful Life	10 years
UACC | Purchased Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 83,000
Weighted Average Useful Life	7 years
UACC | Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value	$ 66,000
Weighted Average Useful Life	8 years
Vast Holdings, Inc. (“d/b/a CarStory”)
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 34,300
Vast Holdings, Inc. (“d/b/a CarStory”) | Developed Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 25,700
Weighted Average Useful Life		5 years
Vast Holdings, Inc. (“d/b/a CarStory”) | Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 5,200
Weighted Average Useful Life		8 years
Vast Holdings, Inc. (“d/b/a CarStory”) | Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair Value		$ 3,400
Weighted Average Useful Life		8 years

Acquisition - Summary of Pro Fo

Acquisition - Summary of Pro Forma Information (Details) - UACC - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition [Line Items]
Total revenue	$ 939,246	$ 631,494
Net loss	$ (322,650)	$ (44,383)

Acquisition - Summary of Fair_2

Acquisition - Summary of Fair Value of Consideration Transferred (Details) - Vast Holdings, Inc. (“d/b/a CarStory”) $ in Thousands	Jan. 07, 2021USD ($)
Business Acquisition [Line Items]
Cash	$ 76,740
Common stock issued	38,811
Fair value of unvested stock options assumed	1,017
Total	$ 116,568

Acquisition - Summary of Fair_3

Acquisition - Summary of Fair Value of Consideration Transferred (Parenthetical) (Details) - Vast Holdings, Inc. (“d/b/a CarStory”)	Jan. 07, 2021shares
Business Acquisition [Line Items]
Business acquisition discounted marketability percentage	10.00%
Business acquisition lock up period	180 days
Share conversion ratio	0.0392
Business acquisition shares cancelled to satisfy working capital adjustment	5,673
Common Stock
Business Acquisition [Line Items]
Business acquisition, number of shares issued	1,066,444

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Vehicles	$ 737,583	$ 724,542
Parts and accessories	3,785	1,842
Total inventory	$ 741,368	$ 726,384

Inventory - Additional Informat

Inventory - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Inventory valuation reserves	$ 22.9	$ 22.4

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 67,943	$ 57,460
Accumulated depreciation and amortization	(23,286)	(20,418)
Property and equipment, net	44,657	37,042
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,929	1,011
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,470	2,244
Logistics fleet
Property Plant And Equipment [Line Items]
Property and equipment, gross	25,667	22,810
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	7,400	7,161
Internal-use Software
Property Plant And Equipment [Line Items]
Property and equipment, gross	23,276	18,423
Other
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 6,201	$ 5,811

Property and Equipment, Net - A

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Depreciation and amortization	$ 7,856	$ 2,594
Amortization expense	5,000	1,400
Selling, General and Administrative Expenses
Property Plant And Equipment [Line Items]
Amortization expense	500	300
Property and Equipment, Net
Property Plant And Equipment [Line Items]
Depreciation and amortization	2,900	$ 1,500
Cloud Computing Arrangements | Other Assets
Property Plant And Equipment [Line Items]
Implementation costs capitalized	9,900		$ 8,100
Implementation costs capitalized, accumulated amortization	$ 2,900		$ 2,400

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Summary of Activity in Carrying Value of Goodwill by Reporting Unit (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill [Line Items]
Beginning Balance	$ 158,817,000	$ 78,172,000
Acquisition	42,886,000	81,134,000
Goodwill impairment charge	(201,703,000)	0
Ending Balance	0	159,306,000
Ecommerce
Goodwill [Line Items]
Beginning Balance	152,876,000	72,231,000
Acquisition	42,886,000	81,134,000
Goodwill impairment charge	(195,762,000)
Ending Balance	0	153,365,000
Wholesale
Goodwill [Line Items]
Beginning Balance	1,720,000	1,720,000
Acquisition	0	0
Goodwill impairment charge	(1,720,000)
Ending Balance	0	1,720,000
TDA
Goodwill [Line Items]
Beginning Balance	4,221,000	4,221,000
Acquisition	0	0
Goodwill impairment charge	(4,221,000)
Ending Balance	$ 0	$ 4,221,000

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment charge	$ 201,703,000	$ 0
Amortization expense for intangible assets	$ 5,000,000	$ 1,400,000

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 190,592	$ 34,592
Accumulated Amortization	(11,409)	(6,385)
Carrying Value	179,183	28,207
Developed and Purchased Technology
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	108,700	25,700
Accumulated Amortization	(8,305)	(5,043)
Carrying Value	100,395	20,657
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	69,400	5,240
Accumulated Amortization	(2,154)	(673)
Carrying Value	67,246	4,567
Trademarks and Trade names
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	12,240	3,400
Accumulated Amortization	(698)	(417)
Carrying Value	11,542	2,983
Other
Finite Lived Intangible Assets [Line Items]
Gross Carrying Value	252	252
Accumulated Amortization	$ (252)	$ (252)

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
For remainder of 2022	$ 20,270
2023	27,022
2024	27,022
2025	27,022
2026	21,979
Thereafter	55,868
Carrying Value	$ 179,183	$ 28,207

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Liabilities And Other Liabilities [Abstract]
Accrued marketing expenses	$ 14,265	$ 17,546
Vehicle related expenses	44,665	36,459
Sales taxes	35,570	39,163
Accrued compensation and benefits	25,161	16,150
Accrued professional services	5,189	4,225
Other	14,306	7,965
Total accrued expenses	$ 139,156	$ 121,508

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Liabilities And Other Liabilities [Abstract]
Vehicle payable	$ 15,981	$ 30,647
Reserve for estimated returns	17,675	26,522
Other	2,703	435
Total other current liabilities	$ 36,359	$ 57,604

Vehicle Floorplan Facilities -

Vehicle Floorplan Facilities - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Line Of Credit Facility [Line Items]
Cash deposits included in restricted cash		$ 196,809,000		$ 82,450,000
2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Outstanding borrowings		569,900,000		$ 512,800,000
Interest expense		$ 7,000,000	$ 3,800,000
Weighted average interest rate		4.30%		4.30%
Debt instrument, covenant compliance		As of March 31, 2022 and December 31, 2021, the Company was in compliance with all covenants related to the 2020 Vehicle Floorplan Facility.
2020 Vehicle Floorplan Facility | Cash Deposits
Line Of Credit Facility [Line Items]
Cash deposits included in restricted cash		$ 56,400,000		$ 50,600,000
Vehicle Floorplan Facilities | Credit Balance Agreements
Line Of Credit Facility [Line Items]
Interest credits earned		$ 3,900,000	$ 2,200,000
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 700,000
Line of credit facility, description		The amount of credit available is determined on a monthly basis based on a calculation that considers average outstanding borrowings and vehicle units paid off by the Company within the immediately preceding three-month period. As of March 31, 2022, the borrowing capacity of the 2020 Vehicle Floorplan Facility was $700.0 million, of which $130.1 million was unutilized.
Line of credit facility, current borrowing capacity		$ 700,000,000
Line of credit facility, unutilized borrowing capacity		$ 130,100,000
Debt instrument, covenant description		The 2020 Vehicle Floorplan Facility is collateralized by the Company’s vehicle inventory and certain other assets and the Company is subject to covenants that require it to maintain a certain level of equity in the vehicles that are financed, to maintain at least 7.5% of the outstanding borrowings in cash and cash equivalents, and to maintain 10% of the daily floorplan principal balance outstanding on deposit with Ally Bank.
Debt instrument covenant to maintain minimum percentage of outstanding borrowings in cash and cash equivalents		7.50%
Maturity Date	Mar. 31, 2023
Availability fee payable each quarter on average unused capacity from prior quarter floorplan allowance percentage		50.00%
Debt instrument covenant to maintain principal balance outstanding		10.00%
Ally Bank and Ally Financial | Line Of Credit | 2020 Vehicle Floorplan Facility | Prime Rate
Line Of Credit Facility [Line Items]
Basis points		1.05%

Warehouse Credit Facilities o_3

Warehouse Credit Facilities of Consolidated VIEs - Schedule of Terms of the Warehouse Credit Facilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Facility One
Line Of Credit Facility [Line Items]
Execution Date	May 30, 2012
Maturity Date	Oct. 20, 2023
Aggregate Borrowings Limit (in thousands)	$ 150,000
Facility Two
Line Of Credit Facility [Line Items]
Execution Date	Nov. 19, 2013
Maturity Date	May 19, 2023
Aggregate Borrowings Limit (in thousands)	$ 100,000
Facility Three
Line Of Credit Facility [Line Items]
Execution Date	Jul. 11, 2019
Maturity Date	Mar. 29, 2023
Aggregate Borrowings Limit (in thousands)	$ 100,000

Warehouse Credit Facilities o_4

Warehouse Credit Facilities of Consolidated VIEs - Additional Information (Details)	Mar. 31, 2022USD ($)
Warehouse Credit Facility
Line Of Credit Facility [Line Items]
Credit facility, outstanding borrowings	$ 0

Long Term Debt - Schedule of De

Long Term Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current portion of securitization debt of consolidated VIEs	$ 138,935
Long term debt, net of current portion	687,426	$ 610,618
Total debt	826,361	610,618
Convertible Senior Notes
Debt Instrument [Line Items]
Long term debt, net of current portion	611,424	$ 610,618
Securitization Debt of Consolidated VIEs
Debt Instrument [Line Items]
Long term debt, net of current portion	65,692
Junior Subordinated Debentures
Debt Instrument [Line Items]
Long term debt, net of current portion	$ 10,310

Long Term Debt - Additional Inf

Long Term Debt - Additional Information (Details)	Jun. 18, 2021USD ($)d$ / sharesshares	Jul. 31, 2003USD ($)	Mar. 31, 2022USD ($)	Dec. 31, 2021USD ($)
Debt Instrument [Line Items]
Debt instrument aggregate principal amount			$ 206,991,000
Estimated fair value of notes			204,627,000
Restricted cash			196,809,000	$ 82,450,000
Expected payments, 2022			110,500,000
Expected payments, 2023			64,400,000
Expected payments, 2024			25,300,000
Expected payments, 2025			6,700,000
Junior subordinated debentures		$ 10,000,000
Junior Subordinated Debentures
Debt Instrument [Line Items]
Long-term debt, maturity date		Oct. 7, 2033
Percentage of owned finance subsidiary		100.00%
LIBOR | Junior Subordinated Debentures
Debt Instrument [Line Items]
Period of LIBOR measurement		3 months
Variable interest rate		3.05%
Securitization Debt of Consolidated VIEs
Debt Instrument [Line Items]
Restricted cash			$ 25,500,000
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. 1, 2022
Long-term debt, maturity date	Jul. 1, 2026
Long-term debt payment terms			The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022.
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties	$ 608,900,000
Debt conversion, each principal amount initially be convertible	$ 1,000
Initial conversion price per share | $ / shares	$ 56.01
Debt instrument conversion date	Apr. 1, 2026
Unamortized debt discount and debt issuance costs			$ 13,600,000
Net carrying value of debt			611,400,000
Interest expense			$ 2,000,000
Effective interest rate			1.30%
0.75% Unsecured Convertible Senior Notes Due 2026 | During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021
Debt Instrument [Line Items]
Consecutive trading days | d	30
0.75% Unsecured Convertible Senior Notes Due 2026 | During any Fiscal Quarter Commencing After Fiscal Quarter Ending on September 30, 2021 | Minimum
Debt Instrument [Line Items]
Trading days | d	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 | During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period
Debt Instrument [Line Items]
Debt conversion, each principal amount initially be convertible	$ 1,000
Consecutive trading days | d	10
0.75% Unsecured Convertible Senior Notes Due 2026 | During Five Consecutive Business Day Period After any Ten Consecutive Trading Day Period | Maximum
Debt Instrument [Line Items]
Conversion price	98.00%
0.75% Unsecured Convertible Senior Notes Due 2026 | Company May Redeem On or after July 6, 2024
Debt Instrument [Line Items]
Consecutive trading days | d	30
Redemption percentage of principal amount	100.00%
0.75% Unsecured Convertible Senior Notes Due 2026 | Company May Redeem On or after July 6, 2024 | Minimum
Debt Instrument [Line Items]
Trading days | d	20
Conversion price	130.00%
0.75% Unsecured Convertible Senior Notes Due 2026 | Common Stock
Debt Instrument [Line Items]
Debt conversion, for each principal amount conversion to shares | shares	17.8527

Long Term Debt - Schedule of Se

Long Term Debt - Schedule of Securitization Debt of Consolidated VIEs (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Debt Instrument [Line Items]
Initial Principal	$ 339,660
Outstanding Principal	206,991
Fair Value	$ 204,627
United Auto Credit 2020-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Feb. 10, 2025
Initial Principal	$ 32,780
Contractual Interest Rate	2.15%
Outstanding Principal	$ 10,748
Fair Value	$ 10,750
United Auto Credit 2020-1-D
Debt Instrument [Line Items]
Final Scheduled Payment Date	Feb. 10, 2025
Initial Principal	$ 31,450
Contractual Interest Rate	2.88%
Outstanding Principal	$ 31,450
Fair Value	$ 31,532
United Auto Credit 2020-1-E
Debt Instrument [Line Items]
Final Scheduled Payment Date	Feb. 10, 2025
Initial Principal	$ 18,730
Contractual Interest Rate	5.19%
Outstanding Principal	$ 18,730
Fair Value	$ 18,897
United Auto Credit 2020-1-F
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jan. 12, 2026
Initial Principal	$ 7,360
Contractual Interest Rate	9.08%
Outstanding Principal	$ 7,360
Fair Value	$ 7,389
United Auto Credit 2021-1-A
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jul. 10, 2023
Initial Principal	$ 122,070
Contractual Interest Rate	0.34%
Outstanding Principal	$ 11,433
Fair Value	$ 11,422
United Auto Credit 2021-1-B
Debt Instrument [Line Items]
Final Scheduled Payment Date	Mar. 11, 2024
Initial Principal	$ 33,540
Contractual Interest Rate	0.68%
Outstanding Principal	$ 33,540
Fair Value	$ 33,382
United Auto Credit 2021-1-C
Debt Instrument [Line Items]
Final Scheduled Payment Date	Jun. 10, 2026
Initial Principal	$ 29,640
Contractual Interest Rate	0.84%
Outstanding Principal	$ 29,640
Fair Value	$ 29,228
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	$ 29,380
Fair Value	$ 28,560
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	$ 19,962
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	$ 13,505

Long Term Debt - Schedule of Ag

Long Term Debt - Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt (Details) $ in Thousands	Mar. 31, 2022USD ($)
Debt Instrument [Line Items]
Aggregate Principal Balance of Finance Receivables	$ 218,243
Fair Value of Finance Receivables	189,469
United Auto Credit 2020-1
Debt Instrument [Line Items]
Aggregate Principal Balance of Finance Receivables	76,086
Fair Value of Finance Receivables	62,338
United Auto Credit 2021-1
Debt Instrument [Line Items]
Aggregate Principal Balance of Finance Receivables	142,157
Fair Value of Finance Receivables	$ 127,131

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details)	Jun. 11, 2020$ / sharesshares	Mar. 31, 2022$ / sharesshares	Dec. 31, 2021$ / sharesshares
Stockholders' Equity Note [Abstract]
Preferred stock, authorized	10,000,000
Preferred stock, issued		0
Preferred Stock, outstanding		0
Forward stock split	2
Common stock, par value | $ / shares	$ 0.001	$ 0.001	$ 0.001
Common stock, voting rights		one vote
Stock split, description		On June 11, 2020, the Company amended its certificate of incorporation to effect a 2-for-1 forward stock split of shares of the Company’s outstanding common stock, such that each share of common stock, $0.001 par value became two shares of common stock, $0.001 par value per share.
Common stock, shares authorized	500,000,000	500,000,000	500,000,000

Stock-based Compensation - Addi

Stock-based Compensation - Additional Information (Details) - USD ($) $ in Millions	Feb. 28, 2022	May 28, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Additional shares of company's common stock to be issued	5,483,716
2020 Incentive Award Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance			7,375,049
2020 Incentive Award Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance		3,019,108
Percentage annual increase in shares available for issuance as award in each year beginning		4.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 0.4	$ 0.6
Unrecognized stock-based compensation expense			$ 2		$ 2.5
Unrecognized stock-based compensation weighted-average period			1 year 7 months 6 days		1 year 8 months 12 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense			$ 3.2	$ 2.2
Unrecognized stock-based compensation expense			$ 27.7		$ 21.7
Unrecognized stock-based compensation weighted-average period			2 years 1 month 6 days		2 years 1 month 6 days

Financial Instruments and Fai_3

Financial Instruments and Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets			$ 0
Total financial liabilities			0
Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 453,529,000	$ 751,781,000
Total financial liabilities	204,627,000
Fair Value, Recurring | Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	204,627,000
Fair Value, Recurring | Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	189,469,000
Fair Value, Recurring | Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	35,954,000
Fair Value, Recurring | Beneficial Interests in Securitizations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	15,603,000
Fair Value, Recurring | Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	189,504,000	601,807,000
Fair Value, Recurring | Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	22,999,000	149,974,000
Fair Value, Recurring | Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	189,504,000	601,807,000
Fair Value, Recurring | Level 1 | Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	189,504,000	601,807,000
Fair Value, Recurring | Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	38,602,000	149,974,000
Total financial liabilities	204,627,000
Fair Value, Recurring | Level 2 | Securitization Debt of Consolidated VIEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	204,627,000
Fair Value, Recurring | Level 2 | Beneficial Interests in Securitizations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	15,603,000
Fair Value, Recurring | Level 2 | Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	22,999,000	$ 149,974,000
Fair Value, Recurring | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	225,423,000		0
Total financial liabilities			$ 0
Fair Value, Recurring | Level 3 | Finance Receivables
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	189,469,000
Fair Value, Recurring | Level 3 | Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 35,954,000

Financial Instruments and Fai_4

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) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Finance Receivables of Consolidated CFEs
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net realized and unrealized gains (losses) included in income	$ (14,371)
Finance Receivables of Consolidated CFEs | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Acquired in business combination	262,644
Transfer within Level 3 categories	(10,019)
Net realized and unrealized gains (losses) included in income	(15,807)
Sales	(24,312)
Paydowns	(26,070)
Other	3,033
Fair Value, Ending Balance	189,469
Finance Receivables at Fair Value
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net realized and unrealized gains (losses) included in income	613
Finance Receivables at Fair Value | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Acquired in business combination	34,283
Transfer within Level 3 categories	10,019
Net realized and unrealized gains (losses) included in income	(1,730)
Paydowns	(7,500)
Other	882
Fair Value, Ending Balance	35,954
Securitization Debt of Consolidated CFEs | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Acquired in business combination	275,394
Transfer out of Level 3	$ (275,394)

Financial Instruments and Fai_5

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfers into level 3	$ 0
Financial assets			$ 0
Financial liabilities			0
Finance receivables held for sale, Carrying value			0
Finance receivables held for sale, Fair Value			0
Fair Value, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets	453,529,000	$ 751,781,000
Financial liabilities	204,627,000
Fair Value, Recurring | Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Financial assets	$ 225,423,000		0
Financial liabilities			$ 0

Financial Instruments and Fai_6

Financial Instruments and Fair Value Measurements - Summary of Gains or Losses Recorded Related to Eligible Financial Instruments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Total net loss included in other income	$ (11,550)
Debt of securitized VIEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Liabilities Gain (Loss)	2,364
Finance Receivables of CFEs
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	(14,371)
Finance Receivables at Fair Value
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	613
Beneficial Interests in Securitizations
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Financial Assets Gain (Loss)	$ (156)

Financial Instruments and Fai_7

Financial Instruments and Fair Value Measurements - Summary of Other Relevant Data Related to Finance Receivables Carried at Fair Value (Details) $ in Thousands	Mar. 31, 2022USD ($)
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	$ 218,243
Aggregate fair value of finance receivables reported at fair value	189,469
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	2,476
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	2,154
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	44,593
Aggregate fair value of finance receivables reported at fair value	35,954
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	3,286
Aggregate fair value of receivables carried at fair value that are on nonaccrual status	$ 2,390

Financial Instruments and Fai_8

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 $ in Thousands	Mar. 31, 2022USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Aggregate unpaid principal balance of debt of securitized VIEs	$ 206,991
Aggregate fair value of debt of securitized VIEs	$ 204,627

Financial Instruments and Fai_9

Financial Instruments and Fair Value Measurements - Summary of Fair Value of Financial Instruments Not Carried at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Finance receivables held for sale, Carrying value	$ 117,658
Finance receivables held for sale, Fair Value	123,163
Convertible Senior Notes, Carrying value	611,424	$ 610,618
Convertible Senior Notes, Fair value	$ 293,750	$ 386,100

Segment Information - Additiona

Segment Information - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)Segment
Segment Reporting [Abstract]
Number of reportable segments	4
Number of operating segments	4
Segment assets | $	$ 0

Segment Information - Summary o

Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Revenues from external customers	$ 923,775	$ 591,118
Gross profit	81,640	36,176
Ecommerce
Segment Reporting Information [Line Items]
Revenues from external customers	675,364	422,308
Gross profit	34,320	31,837
Wholesale
Segment Reporting Information [Line Items]
Revenues from external customers	139,984	118,024
Gross profit	(2,753)	(282)
TDA
Segment Reporting Information [Line Items]
Revenues from external customers	56,271	47,587
Gross profit	1,806	2,791
Retail Financing
Segment Reporting Information [Line Items]
Revenues from external customers	47,687
Gross profit	44,963
All Other
Segment Reporting Information [Line Items]
Revenues from external customers	4,469	3,199
Gross profit	$ 3,304	$ 1,830

Segment Information - Schedule

Segment Information - Schedule of Reconciliation Between Reportable Segment Gross Profit to Consolidated Loss Before Provision for Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Reconciliation to consolidated total revenue
Total revenue	$ 923,775,000	$ 591,118,000
Reconciliation to consolidated loss before provision for income taxes
Gross Profit	81,640,000	36,176,000
Selling, general and administrative expenses	187,994,000	109,114,000
Depreciation and amortization	7,856,000	2,594,000
Goodwill impairment charge	201,703,000	0
Interest expense	9,380,000	3,812,000
Interest income	(3,952,000)	(2,296,000)
Other income, net	12,358,000	(15,000)
Loss before provision for income taxes	(333,699,000)	(77,033,000)
All Other
Reconciliation to consolidated total revenue
Total revenue	4,469,000	3,199,000
Reconciliation to consolidated loss before provision for income taxes
Gross Profit	3,304,000	1,830,000
Reportable Segments
Reconciliation to consolidated total revenue
Total revenue	919,306,000	587,919,000
Reconciliation to consolidated loss before provision for income taxes
Gross Profit	$ 78,336,000	$ 34,346,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) - USD ($)	Jan. 07, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Taxes [Line Items]
Effective tax rate		6.96%	(0.20%)
Uncertain tax positions		$ 0		$ 0
Vast Holdings, Inc. (“d/b/a CarStory”)
Income Taxes [Line Items]
Business acquisition, date of acquisition	Jan. 7, 2021
Unitas Holdings Corp.
Income Taxes [Line Items]
Decrease of valuation allowance result from acquisition		$ 23,900,000

Net Loss Per Share - Summary of

Net Loss Per Share - Summary of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share Basic And Diluted [Abstract]
Net loss	$ (310,459)	$ (77,189)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted	137,259,629	135,497,511
Net loss per share attributable to common stockholders, basic and diluted	$ (2.26)	$ (0.57)

Net Loss Per Share - Summary _2

Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Potentially dilutive shares not included in calculation of diluted shares outstanding	17,372,070	6,695,400
Stock Options
Potentially dilutive shares not included in calculation of diluted shares outstanding	3,814,755	4,995,310
Restricted Stock Units
Potentially dilutive shares not included in calculation of diluted shares outstanding	2,398,593	1,700,090
Convertible Senior Notes
Potentially dilutive shares not included in calculation of diluted shares outstanding	11,158,722

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - Subsequent Events $ in Millions	May 05, 2022USD ($)Position
Subsequent Event [Line Items]
Lease impairment charges	$ 7
Realignment Plan
Subsequent Event [Line Items]
Number of reduction position | Position	270
Realignment Plan | Severance and Other Personnel
Subsequent Event [Line Items]
Restructuring Costs	$ 4