Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 07, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VRM | |
Entity Registrant Name | VROOM, INC. | |
Entity Central Index Key | 0001580864 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-39315 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1112566 | |
Entity Address, Address Line One | 3600 W Sam Houston Pkwy S | |
Entity Address, Address Line Two | Floor 4 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 518 | |
Local Phone Number | 535-9125 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 1,809,267 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 90,990 | $ 135,585 |
Restricted cash (including restricted cash of consolidated VIEs of $48.1 million and $49.1 million, respectively) | 49,516 | 73,234 |
Finance receivables at fair value (including finance receivables of consolidated VIEs of $381.3 million and $341.4 million, respectively) | 421,279 | 348,670 |
Finance receivables held for sale, net (including finance receivables of consolidated VIEs of $450.0 million and $457.2 million, respectively) | 454,189 | 503,546 |
Interest receivable (including interest receivables of consolidated VIEs of $13.4 million and $13.7 million, respectively) | 14,142 | 14,484 |
Property and equipment, net | 2,414 | 4,982 |
Intangible assets, net | 125,136 | 131,892 |
Operating lease right-of-use assets | 6,751 | 7,063 |
Other assets (including other assets of consolidated VIEs of $11.4 million and $13.3 million, respectively) | 39,708 | 59,429 |
Assets from discontinued operations | 18,142 | 196,537 |
Total assets | 1,222,267 | 1,475,422 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Warehouse credit facilities of consolidated VIEs | 516,276 | 421,268 |
Long-term debt (including securitization debt of consolidated VIEs of $238.0 million and $314.1 million at fair value, respectively) | 548,142 | 626,583 |
Operating lease liabilities | 9,809 | 10,459 |
Other liabilities (including other liabilities of consolidated VIEs of $16.0 million and $14.3 million, respectively) | 61,260 | 61,321 |
Liabilities from discontinued operations | 25,293 | 228,120 |
Total liabilities | 1,160,780 | 1,347,751 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 1,795,626 and 1,791,286 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2 | 2 |
Additional paid-in-capital | 2,089,814 | 2,088,381 |
Accumulated deficit | (2,028,329) | (1,960,712) |
Total stockholders' equity | 61,487 | 127,671 |
Total liabilities and stockholders' equity | $ 1,222,267 | $ 1,475,422 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted cash | $ 49,516 | $ 73,234 | $ 73,095 | |
Finance receivables at fair value | 421,279 | 348,670 | ||
Finance receivables held for sale, net | 454,189 | 503,546 | 321,626 | |
Interest receivable | 14,142 | 14,484 | ||
Other assets | 39,708 | 59,429 | $ 46,212 | |
Other liabilities | $ 61,260 | $ 61,321 | ||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,795,626 | 1,791,286 | 1,727,525 | |
Common stock, shares outstanding | 1,795,626 | 1,791,286 | 1,727,525 | |
Consolidated VIEs | ||||
Restricted cash | $ 48,103 | $ 49,146 | ||
Finance receivables at fair value | 381,338 | 341,444 | ||
Finance receivables held for sale, net | 450,006 | 457,185 | ||
Interest receivable | 13,408 | 13,693 | ||
Other assets | 11,396 | 13,270 | ||
Securitization debt | 237,899 | 314,095 | ||
Other liabilities | $ 16,047 | $ 14,335 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Interest income | $ 51,077 | $ 34,368 | ||
Warehouse credit facility | 9,471 | 3,099 | ||
Securitization debt | 4,869 | 4,345 | ||
Total interest expense | 14,340 | 7,444 | ||
Net interest income | 36,737 | 26,924 | $ 136,589 | $ 82,163 |
Realized and unrealized losses, net of recoveries | 30,819 | 15,728 | 122,541 | (54,761) |
Net interest income after losses and recoveries | 5,918 | 11,196 | 14,048 | 71,883 |
Servicing Income | 2,019 | 2,854 | ||
Warranties and GAP income, net | (9,642) | 2,835 | ||
CarStory revenue | 2,979 | 3,170 | ||
Gain on debt extinguishment | (8,709) | |||
Other income | 2,784 | 3,032 | ||
Total noninterest (loss) income | (1,860) | 20,600 | 75,126 | 208,983 |
Compensation and benefits | 24,110 | 23,221 | ||
Professional fees | 3,343 | 4,973 | ||
Software and IT costs | 4,622 | 5,246 | ||
Depreciation and amortization | 7,626 | 7,232 | ||
Interest expense on corporate debt | 1,391 | 1,340 | ||
Impairment charges | 2,752 | |||
Other expenses | 4,454 | 5,199 | ||
Total expenses | 48,298 | 47,211 | 173,629 | 179,965 |
Loss from continuing operations before provision for income taxes | (44,240) | (15,415) | (84,455) | 100,901 |
Provision for income taxes from continuing operations | 436 | 54 | 123 | (19,680) |
Net loss from continuing operations | (44,676) | (15,469) | ||
Net loss from discontinued operations | (22,941) | (59,272) | ||
Net loss | $ (67,617) | $ (74,741) | $ (364,611) | $ (450,464) |
Net loss per share attributable to common stockholders, continuing operations, basic | $ (24.9) | $ (8.93) | $ (48.52) | $ 69.95 |
Net loss per share attributable to common stockholders, continuing operations, diluted | (24.9) | (8.93) | (48.52) | 69.95 |
Net loss per share attributable to common stockholders, Discontinued operations, basic | (12.79) | (34.23) | (160.65) | (331.26) |
Net loss per share attributable to common stockholders, Discontinued operations, diluted | (12.79) | (34.23) | (160.65) | (331.26) |
Total net loss per share attributable to common stockholders, basic | (37.68) | (43.16) | (209.17) | (261.31) |
Total net loss per share attributable to common stockholders, diluted | $ (37.68) | $ (43.16) | $ (209.17) | $ (261.31) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Common Stock Restricted Stock Units | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2022 | $ 479,833 | $ 2 | $ 2,075,931 | $ (1,596,100) | |
Balance (in shares) at Dec. 31, 2022 | 1,727,525 | ||||
Stock-based compensation | 2,041 | 2,041 | |||
Vesting of restricted stock awards/units (in shares) | 7,501 | ||||
Net Income (Loss) | (74,741) | (74,741) | |||
Balance at Mar. 31, 2023 | 407,133 | $ 2 | 2,077,972 | (1,670,841) | |
Balance (in shares) at Mar. 31, 2023 | 1,735,026 | ||||
Balance at Dec. 31, 2022 | 479,833 | $ 2 | 2,075,931 | (1,596,100) | |
Balance (in shares) at Dec. 31, 2022 | 1,727,525 | ||||
Net Income (Loss) | (364,611) | ||||
Balance at Dec. 31, 2023 | 127,671 | $ 2 | 2,088,381 | (1,960,712) | |
Balance (in shares) at Dec. 31, 2023 | 1,791,286 | ||||
Stock-based compensation | 1,433 | 1,433 | |||
Vesting of restricted stock awards/units (in shares) | 4,340 | ||||
Net Income (Loss) | (67,617) | (67,617) | |||
Balance at Mar. 31, 2024 | $ 61,487 | $ 2 | $ 2,089,814 | $ (2,028,329) | |
Balance (in shares) at Mar. 31, 2024 | 1,795,626 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Operating activities | |||
Net loss from continuing operations | $ (44,676) | $ (15,469) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Impairment charges | 2,752 | ||
Profit share receivable | 9,642 | ||
Gain on debt extinguishment | (8,709) | ||
Depreciation and amortization | 7,626 | 7,224 | |
Amortization of debt issuance costs | 843 | 802 | |
Losses on finance receivables and securitization debt, net | 40,163 | 16,603 | |
Stock-based compensation expense | 1,324 | 1,679 | |
Provision to record finance receivables held for sale at lower of cost or fair value | 306 | (1,251) | |
Amortization of unearned discounts on finance receivables at fair value | (4,792) | (5,320) | |
Other, net | (1,921) | (3,256) | |
Changes in operating assets and liabilities: | |||
Originations of finance receivables held for sale | (130,404) | (143,174) | |
Principal payments received on finance receivables held for sale | 40,387 | 20,731 | |
Other | 404 | 1,850 | |
Interest receivable | 342 | (3,737) | |
Other assets | 3,022 | 7,069 | |
Other liabilities | (61) | (6,740) | |
Net cash used in operating activities from continuing operations | (75,043) | (131,698) | |
Net cash provided by operating activities from discontinued operations | 98,167 | 46,677 | |
Net cash provided by (used in) operating activities | 23,124 | (85,021) | |
Investing activities | |||
Originations of finance receivables at fair value | (3,392) | ||
Principal payments received on finance receivables at fair value | 35,195 | 41,850 | |
Consolidation of VIEs | 11,409 | ||
Principal payments received on beneficial interests | 773 | 2,144 | |
Purchase of property and equipment | (644) | (814) | |
Net cash provided by investing activities from continuing operations | 35,324 | 51,197 | |
Net cash provided by (used in) investing activities from discontinued operations | 5,747 | (4,379) | |
Net cash provided by investing activities | 41,071 | 46,818 | |
Financing activities | |||
Proceeds from borrowings under secured financing agreements | 238,735 | ||
Principal repayment under secured financing agreements | (73,647) | (42,784) | |
Principal repayments of financing of beneficial interests in securitizations | (2,651) | ||
Proceeds from warehouse credit facilities | 125,100 | 135,900 | |
Repayments of warehouse credit facilities | (30,092) | (241,351) | |
Repurchases of convertible senior notes | (5,883) | ||
Other financing activities | (40) | (156) | |
Net cash provided by financing activities from continuing operations | 18,670 | 84,461 | |
Net cash used in financing activities from discontinued operations | (151,178) | (129,560) | |
Net cash used in financing activities | (132,508) | (45,099) | |
Net decrease in cash, cash equivalents and restricted cash | (68,313) | (83,302) | |
Cash, cash equivalents and restricted cash at the beginning of period | 208,819 | 472,010 | $ 472,010 |
Cash, cash equivalents and restricted cash at the end of period | 140,506 | 388,708 | $ 208,819 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | $ 13,497 | 6,347 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Finance receivables from consolidation of 2022-2 securitization transaction | 180,706 | ||
Elimination of beneficial interest from the consolidation of 2022-2 securitization transaction | 9,811 | ||
Securitization debt from consolidation of 2022-2 securitization transaction | 186,386 | ||
Reclassification of finance receivables held for sale to finance receivables at fair value, net | $ 248,081 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (67,617) | $ (74,741) | $ (364,611) | $ (450,464) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business and Organization Vroom, Inc., through its wholly owned subsidiaries (collectively, the "Company”), is a leading automotive finance company that offers vehicle financing to consumers through third-party dealers and an artificial intelligence-powered analytics and digital services platform for automotive retail. In January 2021, the Company completed the acquisition of Vast Holdings, Inc. (d/b/a CarStory). On February 1, 2022 (the "Acquisition Date"), the Company completed the acquisition of Unitas Holdings Corp. (now known as Vroom Finance Corporation), including its wholly owned subsidiaries United PanAm Financial Corp. (now known as Vroom Automotive Financial Corporation) and United Auto Credit Corporation ("UACC"). The Company was incorporated in Delaware on January 31, 2012 under the name BCM Partners III, Corp. On June 25, 2013, the Company changed its name to Auto America, Inc. and on July 9, 2015, the Company changed its name to Vroom, Inc. Value Maximization Plan The Company was previously an end-to-end ecommerce platform to buy and sell used vehicles. On January 22, 2024, the Company announced that its Board of Directors ("Board") had approved a Value Maximization Plan, pursuant to which the Company discontinued its ecommerce operations and wound down its used vehicle dealership business in order to preserve liquidity and enable the Company to maximize stakeholder value through its remaining businesses. The Company ceased transacting through vroom.com, completed transactions for customers who had previously contracted with the Company to purchase or sell a vehicle, halted purchases of additional vehicles, sold substantially all of its used vehicle inventory through wholesale channels, paid off its vehicle floorplan financing facility dated November 4, 2022 with Ally Bank and Ally Financial Inc. (the "2022 Vehicle Floorplan Facility") and conducted a reduction-in-force commensurate with the reduced operations. As of March 29, 2024, the Company substantially completed the wind-down of its ecommerce operations and used vehicle dealership business (the "Ecommerce Wind-Down"). The Company owns and operates UACC, a leading automotive finance company that offers vehicle financing to its customers through third-party dealers under the UACC brand, and CarStory, an artificial intelligence-powered analytics and digital services platform for automotive retail. The UACC and CarStory businesses continue to serve their third-party customers, with their operations substantially unaffected by the Ecommerce Wind-Down. The accounting requirements for reporting the Company's ecommerce operations and used vehicle dealership business as a discontinued operation were met as of March 29, 2024. Accordingly, the condensed consolidated financial statements and notes to the condensed consolidated financial statements reflect the results of the Company's ecommerce operations and used vehicle dealership business as a discontinued operation for the periods presented. Refer to Note 5 — Discontinued Operations for further detail. The Company is now organized into two reportable segments: UACC and CarStory. The UACC reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchase and servicing of vehicle retail installment sales contracts. Prior to the Ecommerce Wind-Down, UACC also offered vehicle financing to Vroom’s customers through its ecommerce platform, the UACC reportable segment also includes the runoff of these previously originated contracts. The CarStory reportable segment represents sales of AI-powered analytics and digital services to automotive dealers, automotive financial services companies and others in the automotive industry. Refer to Note 15 — Segment Information for further detail. Reverse Stock Split On February 13, 2024, the Company effected a 1-for-80 reverse stock split of the Company’s common stock. All shares of the Company’s common stock, stock-based instruments and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. The condensed consolidated balance sheet as of December 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation related to discontinued operations and new financial statement presentation as a result of the Ecommerce Wind-Down and the reverse stock split. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to finance receivables, income taxes, stock-based compensation, contingencies, warranties and GAP (as defined below) income-related reserves, fair value measurements and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. Comprehensive Loss The Company did no t have any other comprehensive income or loss for the three months ended March 31, 2024 and 2023 . Accordingly, net loss and comprehensive loss are the same for the periods presented. Restricted Cash Restricted cash primarily includes UACC restricted cash. UACC collects and services finance receivables under the securitization transactions and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. UACC also maintains a reserve account for each securitization and warehouse credit facility to provide additional collateral for the borrowings. Refer to Note 9 — Warehouse Credit Facilities of Consolidated VIEs and Note 10 — Long Term Debt for further detail. Finance Receivables Finance receivables consist of retail installment sale contracts purchased or acquired by UACC from its existing network of third-party dealership customers at a discount as well as retail installment sale contracts UACC offered to Vroom’s customers through its ecommerce platform prior to the Ecommerce Wind-Down. The Company's finance receivables are generally secured by the vehicles being financed. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received until the consumer is able to make periodic interest and principal payments in accordance with the finance receivable terms. Finance Receivables Held for Sale, Net Finance receivables that the Company intends to sell and not hold to maturity are classified as held for sale. The Company intends to sell finance receivables through securitization transactions. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale. Refer to Note 3 – Revenue Recognition. The Company records a valuation allowance to report finance receivables at the lower of cost or fair value. To determine the valuation allowance, finance receivables are evaluated collectively as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, significant adjustments to the Company's valuation allowance may be needed. Fair value adjustments are recorded in "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. Principal balances and corresponding deferred acquisition costs and discounts of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of March 31, 2024 and December 31, 2023, the valuation allowance for finance receivables classified as held for sale was $ 32.9 million and $ 33.8 million, respectively. Refer to No te 14 – Financial Instruments and Fair Value Measurements . Finance Receivables at Fair Value Finance receivables for which the fair value option was elected under ASC 825 are classified as finance receivables at fair value. The Company reassesses the estimate for fair value at each reporting period with any changes reflected as a fair value adjustment and recorded in "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. The Company recognizes the acquisition fees as other income at the time of issuance and recognizes the acquisition costs as an expense in the period incurred. Finance receivables at fair value include both finance receivables held for sale at fair value as well as finance receivables held for investment at fair value. Finance receivables held for sale at fair value represent finance receivables that the Company intends to sell but elected the fair value option as described above. The aggregate principal balance and the fair value of the finance receivables held for sale at fair value was $ 140.6 million and $ 125.6 million, respectively and the aggregate principal balance and the fair value of the finance receivables held for investment at fair value was $ 343.3 million and $ 295.7 million, respectively as of March 31, 2024. The Company did no t have any finance receivables held for sale at fair value as of December 31, 2023. Refer to Note 14 – Financial Instruments and Fair Value Measurements. Consolidated CFEs The Company elected the fair value option upon consolidation of the assets and liabilities of its variable interest entities ("VIEs") related to the 2022-2 and 2023-1 securitization transactions. Refer to Note 4 – Variable Interest Entities and Securitizations. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative in accordance with ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). During the three months ended March 31, 2024 and 2023, the Company recognized the following revenue and expenses associated with these CFEs in the condensed consolidated statements of operations: Three Months Ended 2024 2023 Interest income $ 18,117 $ 20,628 Interest expense $ ( 4,906 ) $ ( 4,397 ) Realized and unrealized losses, net of recoveries $ ( 15,751 ) $ ( 8,675 ) Noninterest income, net $ 273 $ ( 3,378 ) The assets and liabilities of the CFEs are presented as part of "Restricted cash", “Finance receivables at fair value”, "Interest receivable", "Other Assets", "Long term debt", and "Other liabilities", respectively, on the consolidated balance sheets. Refer to Note 4 – Variable Interest Entities and Securitizations and Note 14 – Financial Instruments and Fair Value Measurements for further details. Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and finance receivables. The Company’s cash balances are maintained at various large, reputable financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid U.S. government securities. Concentration of credit risk with respect to finance receivables is generally mitigated by a large consumer base. UACC’s customers, in this instance, are the third-party automotive dealers through which it purchases or acquires retail installment sale contracts for consumers. CarStory’s customers are dealers, automotive financial services companies and others in the automotive industry who purchase CarStory’s digital retailing services. For the years ended March 31, 2024 and 2023, no customer represented 10% or more of the Company’s income and no customer represented more than 10% of the Company’s finance receivables as of March 31, 2024 and 2023 . Liquidity As of March 31, 2024, the Company had cash and cash equivalents of $ 91.0 million and restricted cash of $ 49.5 million. Restricted cash primarily includes restricted cash required under UACC's securitization transactions and Warehouse Credit Facilities of $ 48.1 million. The Company has historically had negative cash flows and generated losses from operations and the Company’s primary source of liquidity has been cash generated through financing activities. In January 2024, the Company announced its Value Maximization Plan to discontinue its ecommerce operations and wind-down its used vehicle dealership business, refer to Note 1 — Description of Business and Basis of Presentation — Value Maximization Plan. As a result of the liquidation of the Company's vehicle inventory as part of the Ecommerce Wind-Down, the Company repaid all amounts outstanding under the 2022 Vehicle Floorplan Facility in the first quarter of 2024 and the agreement was terminated. UACC has four warehouse credit facilities with an aggregate borrowing limit of $ 825.0 million as of March 31, 2024. As of March 31, 2024, outstanding borrowings related to the Warehouse Credit Facilities were $ 516.3 million and excess borrowing capacity was $ 53.9 million. As of March 31, 2024, t he Company was in compliance with all covenants related to the Warehouse Credit Facilities. Failure to satisfy these and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities and could have a material adverse effect on the financial condition of the Company, results of operations and liquidity. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further discussion. The Company expects to use cash and cash equivalents to finance future capital requirements and UACC’s Warehouse Credit Facilities to fund finance receivables. Certain advance rates available to UACC on borrowings from the Warehouse Credit Facilities have decreased as a result of the increasing credit losses in UACC’s portfolio and overall rising interest rates. Any future decreases on available advance rates may have an adverse impact on our liquidity. The Company’s future capital requirements will depend on many factors, including the ability to realize benefits of the Value Maximization Plan, available advance rates on the Warehouse Credit Facilities, our ability to complete additional securitization transactions at terms favorable to us, and our future credit losses. The Company anticipates that existing cash and cash equivalents and UACC's Warehouse Credit Facilities will be sufficient to support the Company’s ongoing operations and obligations, inclusive of the Ecommerce Wind-Down, for at least the next twelve months from the date of issuance of the condensed consolidated financial statements. Accounting Standards Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The Company adopted the guidance on January 1, 2023 , which did no t have a material impact on the Company's condensed consolidated financial statements and related disclosures. Accounting Standards Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. Revenue Recognition The Company’s revenue is disaggregated within the condensed consolidated statements of operations and is generated from consumers throughout the United States. Interest Income The Company’s interest income is related to finance receivables originated by UACC for its network of third-party dealership customers and vehicle financing UACC offered to Vroom’s customers through its ecommerce platform prior to the Ecommerce Wind-down. Interest income also includes discount income on finance receivables held for investment at fair value, which represents the amortization of unearned acquisition discounts over the contractual life of the underlying finance receivables using the interest method. Interest income on each automotive finance receivables is calculated based on the finance receivable’s outstanding principal balance multiplied by the contractual interest rate. An account is considered delinquent if a scheduled payment has not been received by the date such payment was contractually due. Interest income deemed uncollectible is reversed at the time the finance receivable is charged off. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Income is subsequently recognized only to the extent cash payments are received until the borrower is able to make periodic interest and principal payments in accordance with the finance receivable terms. Servicing Income Servicing income represents the annual fees earned on the outstanding principal balance of the finance receivables serviced as well as late charges, collection payments, and other fees. Fees are earned monthly at an annual rate of approximately 4 % for the 2022-1 securitization transaction and 3.25 % for the 2022-2 and 2023-1 securitization transactions of the outstanding principal balance of the finance receivables serviced. Late charges and other fees are calculated at predetermined amounts or percentages of overdue finance receivable balances and are recorded on a cash basis. From January to March 2023, UACC waived the monthly servicing fees related to the 2022-2 securitization transaction, which resulted in consolidation of the 2022-2 VIE. Servicing fees related to the 2022-2 and 2023-1 securitization transactions are eliminated in consolidation. Refer to Note 4 – Variable Interest Entities and Securitizations. Warranties and GAP income Prior to the Ecommerce Wind-Down, the Company offered third-party financing and third-party value-added products such as vehicle service contracts, guaranteed asset protection (“GAP”) and tire and wheel coverage, to its used vehicle customers pursuant to arrangements with the third parties that sell and administered these products and are responsible for their fulfillment. UACC also offers third-party vehicle service contracts and United Auto Credit GAP to consumers who obtain financing through UACC. United Auto Credit GAP is a debt waiver product that provides protection for consumers who purchase the product by waiving the difference between the actual cash value of the consumer’s vehicle and the balance of the consumer’s contract, subject to the terms and conditions of the United Auto Credit GAP, in the event of a total loss resulting from collision or theft. The total fees are earned over the contractual life of the related financial receivables on straight-line basis. The Company concluded that it is an agent for any transactions with third-parties because it does not control the products before they are transferred to the consumer. The Company recognizes revenue on a net basis when the consumer enters into an arrangement for the products. A portion of the fees earned on third-party financing and value-added products is subject to chargebacks in the event of early termination, default, or prepayment of the contracts by end-customers. The Company’s exposure for these events is limited to the fees that it receives. An estimated refund liability for chargebacks against the revenue recognized from sales of these products is recorded in the period in which the related revenue is recognized and is based primarily on the Company’s historical chargeback experience. The Company updates its estimates at each reporting date. As of March 31, 2024 and December 31, 2023, the Company’s reserve for chargebacks was $ 13.3 million and $ 11.8 million, respectively, which are included within “Other liabilities.” The Company also is contractually entitled to receive profit-sharing revenues based on the performance of the vehicle service policies once a required claims period has passed. The Company recognizes profit-sharing revenues to the extent it is probable that it will not result in a significant revenue reversal. The Company estimates the revenue based on historical claims and cancellation data from its customers, as well as other qualitative assumptions. The Company reassesses the estimate at each reporting period with any changes reflected as an adjustment to warranties and GAP income in the period identified. As of March 31, 2024 and December 31, 2023, the Company recognized $ 10.4 million and $ 22.3 million, respectively, related to cumulative profit-sharing payments to which it expects to be entitled, which are included within “Other assets." CarStory Revenue CarStory generates advertiser, publisher and other user service revenue. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been performed, collection of the fees is reasonably assured, the fees are fixed or determinable, and no significant obligations by the Company remain. Generally, this results in revenues billed and recorded monthly in the month that services were performed and earned. Deferred revenue includes advances received from customers in excess of revenue recognized. The Company may collect sales taxes and other taxes and government fees from customers on behalf of governmental authorities at the time of sale as required. These taxes are accounted for on a net basis and are not included in revenues or cost of sales. |
Variable Interest Entities and
Variable Interest Entities and Securitizations | 3 Months Ended |
Mar. 31, 2024 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entities and Securitizations | 4. Variable Interest Entities and Securitizations A VIE is an entity that either (i) has insufficient equity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The Company consolidates VIEs for which it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. Assets recognized as a result of consolidating VIEs do not represent additional assets that could be used to satisfy claims against the Company's general assets. Liabilities recognized as a result of consolidating VIEs do not represent additional claims on the Company's general assets, rather they represent claims against the specific assets of the consolidated VIEs. UACC has the power to direct significant activities of its VIEs when it has the ability to exercise discretion in the servicing of financial assets or control investment decisions. UACC generally retains a portion of the economic interests in UACC-sponsored asset-backed securitization transactions, which could be retained in the form of a portion of the senior interests, the subordinated interests, residual interests, or servicing rights. UACC has developed a securitization program that involves selling finance receivables to securitization trusts through the private issuance of asset-backed securities which are collateralized by the finance receivables. UACC establishes and sponsors these transactions which create and pass along risks to the variable interest holders, specifically, consumer credit risk and pre-payment risk. In January 2023, UACC completed the 2023-1 securitization transaction. The securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that UACC establishes in its role as sponsor of securitization transactions, the Company performs an analysis to determine if it is the primary beneficiary of the VIE. UACC has no obligation to repurchase or replace any securitized asset that subsequently becomes delinquent in payment or otherwise is in default, except when representations and warranties about the eligibility of the securitized assets are breached, or when certain changes are made to the underlying asset contracts. Securitization investors have no recourse to UACC or its other assets and have no right to require UACC to repurchase the investments. UACC has no obligation to provide liquidity or contribute cash or additional assets to the VIEs and does not guarantee any asset-backed securities. In 2023, UACC completed the 2023-1 securitization transaction, in which it sold rated asset-backed non-investment grade securities, for proceeds of $ 260.9 million. UACC still retains the residual interests related to the 2023-1 securitization transaction. The trust is collateralized by finance receivables with an aggregate principal balance of $ 326.4 million. These finance receivables are serviced by UACC. The Company consolidated the 2023-1 VIE and accounted for this transaction as a secured borrowing. UACC retained the servicing rights to these finance receivables and receives an "at market" servicing fee. UACC is the primary beneficiary of the 2023-1 securitization trusts, as it has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. UACC also retained a portion of the economic interests in the 2023-1 asset-backed securitization transactions, in the form of residual interests in accordance with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules"). The Risk Retention Rules require the Company to retain at least 5 % of the beneficial interests issued by the securitization trusts. Refer to Note 10 – Long Term Debt for further details. In July 2022, UACC sold a pool of finance receivables in the 2022-2 securitization transaction. UACC retained the servicing rights to these finance receivables and receives an "at market" servicing fee. UACC retained an insignificant amount of the asset-backed securities issued in the securitization in order to comply with Risk Retention Rules. Originally, the Company concluded that it is not the primary beneficiary of the 2022-2 securitization trust because UACC retained interests in the VIE are insignificant. Therefore, the Company did not originally consolidate the 2022-2 trust. From January to March 2023, although not contractually required, UACC elected to waive its servicing fee on the 2022-2 securitization, due to higher-than-expected losses, which transferred more than an insignificant portion of the corresponding risk of loss from the VIE to the Company. Since UACC has the power to direct the significant activities of the VIE, as it is the servicer, and additionally it absorbs the risk of loss, the Company concluded that it is the primary beneficiary of the VIE. In March 2023, the Company accounted for the transaction as secured borrowings and consolidated the 2022-2 securitization trust. The beneficial interest was then eliminated. The VIE model allows for a measurement alternative when a reporting entity elects the fair value option and consolidates a collateralized financing entity (“CFE”). This measurement alternative eliminates the accounting mismatch that may arise from measurement differences between the CFE’s financial assets and third-party financial liabilities in earnings and attributes those earnings to the controlling equity interest in the consolidated income statement. The 2022-2 and 2023-1 securitization trusts consolidated by UACC meet the definition of a CFE, therefore, the Company has elected to apply the measurement alternative when consolidating these VIEs. Refer to Note 14 – Financial Instruments and Fair Value Measurements for further detail. UACC has four senior secured warehouse credit facilities. Through trusts, UACC entered into warehouse facility agreements with certain banking institutions, primarily to finance the purchase and origination of finance receivables as well as to provide funding for general operating activities. These trusts are secured by eligible finance receivables which are pledged as collateral for the warehouse facilities. These trusts are consolidated VIEs. Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further details on the warehouse facilities. Creditors or beneficial interest holders of VIEs for which the Company is the primary beneficiary generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to the Company. The following table presents the total assets and total liabilities associated with the Company's variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands): As of March 31, 2024 Securitization Vehicles Warehouse 1 Total Assets: Restricted cash $ 21,581 $ 26,522 $ 48,103 Finance receivables at fair value 239,978 141,360 381,338 Finance receivables held for sale — 450,006 450,006 Interest receivable 4,344 9,064 13,408 Other assets 4,411 6,985 11,396 Total Assets $ 270,314 $ 633,937 $ 904,251 Liabilities: Securitization debt $ 237,899 $ — $ 237,899 Warehouse credit facilities — 516,276 516,276 Other liabilities 3,334 12,713 16,047 Total Liabilities $ 241,233 $ 528,989 $ 770,222 As of December 31, 2023 Securitization Vehicles Warehouse 1 Total Assets: Restricted cash $ 28,458 $ 20,688 $ 49,146 Finance receivables at fair value 316,998 24,446 341,444 Finance receivables held for sale — 457,185 457,185 Interest receivable 6,107 7,586 13,693 Other assets 6,283 6,987 13,270 Total Assets $ 357,846 $ 516,892 $ 874,738 Liabilities: Securitization debt $ 314,095 $ — $ 314,095 Warehouse credit facilities — 421,268 421,268 Other liabilities 4,534 9,801 14,335 Total Liabilities $ 318,629 $ 431,069 $ 749,698 1 Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further details of the warehouse facilities. UACC establishes securitization trusts to purchase finance receivables. The securitization trusts issue asset-backed securities, which are collateralized by the finance receivables that UACC sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables if it determines it qualifies for sale accounting treatment and it is not the primary beneficiary of the VIE or accounts for these securitization transactions as secured financing when it is the primary beneficiary. In February 2022, UACC sold a pool of finance receivables in the 2022-1 securitization transaction. UACC retained the servicing rights to these finance receivables and receives an "at market" servicing fee. UACC retained an insignificant amount of the asset-backed securities issued in the securitization in order to comply with Risk Retention Rules. The 2022-1 securitization trust is a VIE that the Company does not consolidate. As the servicer, UACC retained the power to direct the activities that are most significant to the entities, however, the Company concluded that it is not the primary beneficiary of the 2022-1 securitization trust because UACC retained interests in the VIE are insignificant. The beneficial interest retained by UACC included rated notes and unrated residual certificates issued by the 2022-1 securitization trust. As of March 31, 2024 and December 31, 2023, the assets UACC retains in the unconsolidated VIEs were approximately $ 3.7 million and $ 4.5 million, respectively, and are included in "Other assets" in the Company's consolidated balance sheet. The beneficial interests in securitizations are subject to restrictions on transfer pursuant to UACC’s obligations as a sponsor under Risk Retention Rules. These securities are interests in securitization trusts, thus there are no contractual maturities. During the three months ended March 31, 2023, the Company entered into a Risk Retention Financing Facility to finance the majority of its retained beneficial interests in securitizations. Refer to Note 10 – Long Term Debt for further detail. The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands): As of March 31, 2024 As of December 31, 2023 Aggregate Principal Balance Carrying Value Total Exposure Aggregate Principal Balance Carrying Value Total Exposure Rated notes $ 3,766 $ 3,545 $ 3,545 $ 4,538 $ 4,345 $ 4,345 Certificates — 177 177 — 140 140 Other assets 310 310 310 310 310 310 Total unconsolidated VIEs $ 4,076 $ 4,032 $ 4,032 $ 4,848 $ 4,795 $ 4,795 Total exposure represents the estimated loss UACC would incur under severe, hypothetical circumstances, such as if the value of the interests in the securitization trusts and any associated collateral declined to zero. The Company believes the possibility of this is remote. As such, the total exposure presented above is not an indication of the Company's expected losses. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 5. Discontinued Operations As discussed in Note 1 – Description of Business and Basis of Presentation, the Ecommerce Wind-Down was substantially completed as of March 29, 2024. The Company's ecommerce operations were previously a reportable segment and the exit represents a strategic shift that had a major effect on the Company's operations and financial results. Therefore, in accordance with ASC 205, as of and for the three months ended March 31, 2024, the Company reported the ecommerce operations and used vehicle dealership business as discontinued operations and recast prior periods to reflect this presentation. During the three months ended March 31, 2024, the Company incurred charges of approximately $ 14.7 million for severance and other personnel-related costs and approximately $ 11.9 million for contract and lease termination costs as a result of the Ecommerce Wind-Down recorded in "Net loss from discontinued operations" in the consolidated statements of operations. The following table summarizes the major income and expense line items from discontinued operations as reported in the condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 Revenue: Retail vehicle, net $ 47,320 $ 135,387 Wholesale vehicle 140,127 13,895 Product, net 1,635 4,158 Total revenue 189,082 153,440 Cost of sales: Retail vehicle 43,673 135,724 Wholesale vehicle 141,800 13,833 Total cost of sales 185,473 149,557 Total gross profit 3,609 3,883 Selling, general and administrative expenses 34,886 57,750 Gain on disposal of long lived assets ( 9,541 ) ( 81 ) Depreciation and amortization 383 3,299 Loss from operations ( 22,119 ) ( 57,085 ) Interest expense 1,578 5,482 Interest income ( 856 ) ( 3,517 ) Loss before provision (benefit) for income taxes ( 22,841 ) ( 59,050 ) Provision for income taxes 99 222 Net loss from discontinued operations $ ( 22,941 ) $ ( 59,272 ) The following table summarizes the major classes of assets and liabilities from discontinued operations as reported in the condensed consolidated balance sheets: As of As of 2024 2023 ASSETS Inventory $ 547 $ 163,250 Property and equipment, net 13,889 19,150 Other assets 3,706 14,137 Assets from discontinued operations $ 18,142 $ 196,537 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 5,387 $ 6,440 Accrued expenses 12,897 27,133 Vehicle floorplan — 151,178 Deferred revenue 531 14,025 Operating lease liabilities 4,900 23,461 Other liabilities 1,578 5,883 Liabilities from discontinued operations $ 25,293 $ 228,120 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): March 31, December 31, 2024 2023 Equipment $ 2,815 $ 2,653 Furniture and fixtures 314 503 Leasehold improvements 560 434 Internal-use software 2,647 4,807 Other 857 1,370 7,193 9,767 Accumulated depreciation and amortization ( 4,779 ) ( 4,785 ) Property and equipment, net $ 2,414 $ 4,982 Depreciation and amortization expense was $ 0.9 million and $ 0.5 million for the three months ended March 31, 2024 and 2023, respectively. The Company recorded impairment charges for "Property and equipment, net" of $ 2.7 million for the three months ended March 31, 2024, related to the Company's internal-use software that no longer have a planned future use. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed and purchased technology $ 108,700 $ ( 42,299 ) $ 66,401 $ 108,700 $ ( 38,050 ) $ 87,647 Customer relationships 69,400 ( 19,505 ) 49,895 69,400 ( 17,336 ) 60,739 Trademarks and trade names 12,200 ( 3,360 ) 8,840 12,200 ( 3,022 ) 10,524 Total intangible assets $ 190,300 $ ( 65,164 ) $ 125,136 $ 190,300 $ ( 58,408 ) $ 131,892 Amortization expense for intangible assets was $ 6.8 million and $ 6.8 million for the three months ended March 31, 2024 and 2023, respectively. The estimated amortization expense for intangible assets subsequent to March 31, 2024, consists of the following (in thousands): Year Ending December 31: For remainder of 2024 $ 20,267 2025 27,022 2026 21,979 2027 21,882 2028 21,882 Thereafter 12,104 $ 125,136 |
Other Liabilities
Other Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 8. Other Liabilities The Company’s other liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Warranty and GAP liabilities $ 22,167 $ 21,279 Dealer related liabilities 8,216 6,934 Accrued compensation and benefits 6,952 8,923 Accrued professional services 1,499 2,542 Accrued software and IT costs 740 1,011 Interest payable 5,123 4,183 Insurance payable 1,102 2,142 Other 15,461 14,307 Total other liabilities $ 61,260 $ 61,321 |
Warehouse Credit Facilities of
Warehouse Credit Facilities of Consolidated VIEs | 3 Months Ended |
Mar. 31, 2024 | |
Line of Credit Facility [Abstract] | |
Warehouse Credit Facilities of Consolidated VIEs | 9. Warehouse Credit Facilities of Consolidated VIEs UACC has four senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions as of March 31, 2024. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. As of March 31, 2024 and December 31, 2023, the Company had excess borrowing capacity of $ 53.9 million and $ 56.9 million on UACC's Warehouse Credit Facilities, respectively. The terms of the Warehouse Credit Facilities include the following (in thousands): Facility One Facility Two Facility Three Facility Four Execution date May 30, 2012 November 19, 2013 July 11, 2019 November 18, 2022 Maturity date July 21, 2025 June 2, 2025 August 29, 2025 September 12, 2025 Aggregate borrowings limit $ 200,000 $ 200,000 $ 200,000 $ 225,000 As of March 31, 2024 Aggregate principal balance of finance receivables pledged as collateral $ 201,092 $ 108,112 $ 148,241 $ 215,174 Outstanding balance $ 163,626 $ 60,086 $ 120,929 $ 171,635 Restricted cash $ 9,130 $ 2,692 $ 6,717 $ 7,983 As of December 31, 2023 Aggregate principal balance of finance receivables pledged as collateral $ 223,207 $ 64,970 $ 165,927 $ 92,978 Outstanding balance $ 177,375 $ 51,012 $ 117,264 $ 75,617 Restricted cash $ 8,961 $ 2,550 $ 6,485 $ 2,692 As of March 31, 2024 and December 31, 2023, the Company's weighted average interest rate on the Warehouse Credit Facilities borrowings was approximately 7.22 % and 6.98 %, respectively. The Company's ability to utilize its Warehouse Credit Facilities is primarily conditioned on the satisfaction of certain legal, operating, administrative and financial covenants contained within the agreements. These include covenants that require UACC to maintain a minimum tangible net worth, minimum liquidity levels, specified leverage ratios and certain indebtedness levels. Failure to satisfy these and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. As of March 31, 2024 and December 31, 2023, 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, 2024 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 10. Long Term Debt Debt instruments, excluding warehouse credit facilities of consolidated VIEs, which are discussed in Note 9 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands): March 31, December 31, 2024 2023 Convertible senior notes $ 287,175 $ 286,800 Securitization debt of consolidated VIEs 237,899 314,095 Financing of beneficial interest in securitizations 12,758 15,378 Junior subordinated debentures 10,310 10,310 Total debt $ 548,142 $ 626,583 Convertible Senior Notes On June 18, 2021, the Company issued $ 625.0 million aggregate principal amount of 0.75 % unsecured Convertible Senior Notes due 2026 (the “Notes”), including $ 75.0 million aggregate principal amount of such notes pursuant to the exercise in full of the overallotment option granted to the initial purchasers. The Notes were issued pursuant to an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022 . The Notes will mature on July 1, 2026 , subject to earlier repurchase, redemption or conversion. The total net proceeds from the offering, after deducting commissions paid to the initial purchasers and debt issuance costs paid to third-parties, were approximately $ 608.9 million. Each $ 1,000 principal amount of the Notes will initially be convertible into 0.2232 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $ 4,480.29 per share, subject to adjustment upon the occurrence of specified events. The Notes are convertible, at the option of the noteholders, on or after April 1, 2026. Prior to April 1, 2026 , the Notes are convertible only under the following circumstances: • During any fiscal quarter commencing after the fiscal quarter ending on September 30, 2021 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the Notes on each applicable trading day; • During the five consecutive business day period after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of the Notes for each day of that ten consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate of the Notes on such trading day; • If the Company calls any or all of the Notes for redemption; or • Upon the occurrence of specific corporate events such as a change in control or certain beneficial distributions to common stockholders (as set forth in the Indenture). The Company may settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The Company may not redeem the Notes prior to July 6, 2024. On or after July 6, 2024, the Company may redeem all or any portion of the Notes for cash equal to 100 % of the principal amount of the Notes being redeemed plus any accrued and unpaid interest if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Notes may require the Company to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate by pre-defined amounts for a holder who elects to convert their Notes in connection with such a corporate event. During the three months ended March 31, 2024, the conditions allowing holders of the Notes to convert were not met. During the three months ended March 31, 2023, the Company repurchased $ 14.6 million in aggregate principal amount of the Notes, net of deferred issuance costs, for $ 5.9 million in open-market transactions. The Company recognized a gain on extinguishment of debt of $ 8.7 million for the three months ended March 31, 2023. The Company accounts for the Notes as a single liability-classified instrument measured at amortized cost. As of March 31, 2024 , the unamortized debt discount and debt issuance costs was $ 3.3 million and the net carrying value was $ 287.2 million. A s of December 31, 2023, the unamortized debt discount and debt issuance costs was $ 3.7 million and the net carrying value was $ 286.8 million. The Notes were issued at par value and fees associated with the issuance of these Notes are amortized to interest expense using the effective interest method over the contractual term of the Notes. The interest expense for the three months ended March 31, 2024 and 2023 were $ 0.9 million and $ 1.1 million, respectively. The effective interest rate of the Notes is 1.3 %. Securitization Debt of Consolidated VIEs The securitization debt was issued under UACC's securitization program. The Company elected to account for the securitization debt under the fair value option using the measurement alternative. Fair value adjustments are recorded in "Realized and unrealized losses, net of recoveries" in the condensed consolidated statements of operations. Refer to Note 14 – Financial Instruments and Fair Value Measurements. For the 2022-2 and 2023-1 securitization transactions, the Company consolidated the VIEs and accounted for these transactions as secured borrowings. Refer to Note 4 – Variable Interest Entities and Securitizations for further discussion. Upon the issuance of the securitization debt for the 2023-1 securitization transaction, UACC retained the residual interests. UACC also retains the servicing rights for all finance receivables that were securitized; therefore, it is responsible for the administration and collection of the amounts owed under the contracts. In the first quarter of 2023, UACC waived its servicing fees related to the 2022-2 securitization and subsequently consolidated the 2022-2 trust. The securitization agreements also require certain funds to be held in restricted cash accounts to provide additional collateral for the borrowings or to be applied to make payments on the securitization debt. Restricted cash under the various agreements totaled approximately $ 21.6 million and $ 28.5 million as of March 31, 2024 and December 31, 2023, respectively. Wholly owned bankruptcy remote subsidiaries of UACC were formed to facilitate the above asset-backed financing transactions. Bankruptcy remote refers to a legal structure in which it is expected that the applicable entity would not be included in any bankruptcy filing by its parent or affiliates. All of the assets of these subsidiaries have been pledged as collateral for the related debt. None of the assets of these subsidiaries are available to pay other creditors of the Company or its affiliates. The securitization debt issued is included in "Long-term debt" on the condensed consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands): As of March 31, 2024 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2022-2-B December 10, 2025 $ 30,324 5.41 % $ 15,287 $ 15,275 United Auto Credit 2022-2-C May 10, 2027 26,533 5.81 % 26,533 26,467 United Auto Credit 2022-2-D January 10, 2028 32,889 6.84 % 32,889 31,271 United Auto Credit 2022-2-E April 10, 2029 33,440 10.00 % 33,440 27,976 United Auto Credit 2023-1-B July 10, 2028 51,157 5.91 % 44,053 43,978 United Auto Credit 2023-1-C July 10, 2028 33,326 6.28 % 33,326 33,143 United Auto Credit 2023-1-D July 10, 2028 35,653 8.00 % 35,653 36,174 United Auto Credit 2023-1-E September 10, 2029 23,256 10.98 % 23,256 23,615 Total rated notes $ 266,578 $ 244,437 $ 237,899 As of December 31, 2023 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2021-1-D June 10, 2026 $ 29,380 1.14 % $ 3,246 $ 3,235 United Auto Credit 2021-1-E June 10, 2026 20,800 2.58 % 20,800 20,540 United Auto Credit 2021-1-F September 10, 2027 13,910 4.30 % 13,910 13,644 United Auto Credit 2022-2-B December 10, 2025 30,324 5.41 % 28,786 28,745 United Auto Credit 2022-2-C May 10, 2027 26,533 5.81 % 26,533 26,331 United Auto Credit 2022-2-D January 10, 2028 32,889 6.84 % 32,889 32,642 United Auto Credit 2022-2-E April 10, 2029 33,440 10.00 % 33,440 29,691 United Auto Credit 2023-1-A July 10, 2025 118,598 5.57 % 15,089 15,083 United Auto Credit 2023-1-B July 10, 2028 51,157 5.91 % 51,157 51,019 United Auto Credit 2023-1-C July 10, 2028 33,326 6.28 % 33,326 33,199 United Auto Credit 2023-1-D July 10, 2028 35,653 8.00 % 35,653 36,152 United Auto Credit 2023-1-E September 10, 2029 23,256 10.98 % 23,256 23,814 Total rated notes $ 449,266 $ 318,085 $ 314,095 The final scheduled payment date represents legal maturity of the remaining balance sheet securitization debt. Securitization debt is expected to become due and to be paid prior to those dates, based on amortization of the finance receivables pledged to the Trusts. Expected payments, which will depend on the performance of such receivables, as to which there can be no assurance, are $ 85.8 million in 2024, $ 72.3 million in 2025, $ 41.1 million in 2026, $ 22.1 million in 2027 and $ 23.1 million in 2028. In February 2024, UACC exercised its option to repurchase the 2021-1 securitization debt for a total redemption price of $ 35.6 million. The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands): As of March 31, As of December 31, 2024 2023 Aggregate Principal Balance Fair Value Aggregate Principal Balance Fair Value United Auto Credit 2021-1 $ — $ — $ 38,951 $ 35,790 United Auto Credit 2022-2 107,766 94,850 125,072 111,379 United Auto Credit 2023-1 171,318 145,128 197,586 169,829 Total finance receivables of CFEs $ 279,084 $ 239,978 $ 361,609 $ 316,998 Financing of Beneficial Interests in Securitizations On May 3, 2023, UACC entered into a Risk Retention Financing Facility enabling it to finance asset-backed securities issued in its securitization transactions and held by UACC pursuant to applicable Risk Retention Rules. Under this facility, UACC sells such retained interests and agrees to repurchase them on a future date. In its initial transaction under this facility, UACC pledged $ 24.5 million of its retained beneficial interests as collateral, and received proceeds of $ 24.1 million, with expected repurchase dates ranging from March 2025 to September 2029 . The securitization trusts will distribute payments related to UACC's pledged beneficial interests in securitizations directly to the lender, which will reduce the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transactions. In the event of a decline in the fair value of the pledged collateral, UACC may be required to transfer cash or additional securities as pledged under this facility. At the termination of this agreement, UACC is obligated to return the amounts borrowed. The outstanding balance of this facility, net of unamortized debt issuance costs, was $ 12.8 million and $ 15.4 million as of March 31, 2024 and December 31, 2023, respectively, and is included in "Long-term debt" on the condensed consolidated balance sheet. As of March 31, 2024 and December 31, 2023, the fair value of the collateral pledged under this facility was $ 13.1 million and $ 15.8 million, respectively. Junior Subordinated Debentures On July 31, 2003, UACC issued junior subordinated debentures (trust preferred securities) of $ 10.0 million through a subsidiary, UPFC Trust I. The trust issuer is a 100 percent owned finance subsidiary and the securities are fully and unconditionally guaranteed by Vroom Automotive Finance Corporation. The interest is paid quarterly at a variable rate, equal to SOFR + 3.05 %. The final maturity of these securities is on October 7, 2033 ; however, they can be called at par any time at the Company’s discretion. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Litigation From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business and an unfavorable resolution of any of these matters could materially affect the Company’s future results of operations, cash flows or financial position. The Company is also party to various disputes that the Company considers routine and incidental to its business. The Company does not expect the results of any of these routine actions to have a material effect on the Company’s business, results of operations, financial condition, or cash flows. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. Beginning in March 2021, multiple putative class actions were filed in the U.S. District Court for the Southern District of New York by certain of the Company’s stockholders against the Company and certain of the Company’s officers alleging violations of federal securities laws. The lawsuits were captioned Zawatsky et al. v. Vroom, Inc. et al., Case No. 21-cv-2477; Holbrook v. Vroom, Inc. et al., Case No. 21-cv-2551; and Hudda v. Vroom, Inc. et al., Case No. 21-cv-3296. All three of the lawsuits asserted similar claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5. In each case, the named plaintiff(s) sought to represent a proposed class of all persons who purchased or otherwise acquired the Company’s securities during a period from June 9, 2020 to March 3, 2021 (in the case of Holbrook and Hudda), or November 11, 2020 to March 3, 2021 (in the case of Zawatsky). In August 2021, the Court consolidated the cases under the new name In re: Vroom, Inc. Securities Litigation, Case No. 21-cv-2477, appointed a lead plaintiff and lead counsel and ordered a consolidated amended complaint to be filed. The court-appointed lead plaintiff subsequently filed a consolidated amended complaint that reasserts claims under Sections 10(b) and 20(a) of the Exchange Act, and SEC Rule 10b-5 against the Company and certain of the Company’s officers, and added new claims under Sections 11, 12 and 15 of the Securities Act against the Company, certain of its officers, certain of its directors, and the underwriters of the Company’s September 2020 secondary offering. The Company filed a motion to dismiss all claims, and briefing of this motion is complete. The Company believes this lawsuit is without merit and intends to vigorously contest these claims. While the outcome of any complex legal proceeding is inherently unpredictable and subject to significant uncertainties, based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on the Company’s financial condition, cash flows, or results of operations. In August 2021, November 2021, January 2022, and February 2022, various Company stockholders filed purported shareholder derivative lawsuits on behalf of the Company in the U.S. District Court for the Southern District of New York against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities laws and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. All four lawsuits have been consolidated under the case caption In re Vroom, Inc. Shareholder Derivative Litigation, Case No. 21-cv-6933, and the court has approved the parties’ stipulation that the cases would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. All four derivative suits remain in preliminary stages and there have been no substantive developments in any matter. In April 2022 and April 2024, two of the Company’s stockholders filed separate purported shareholder derivative lawsuits on behalf of the Company in the U.S. District Court for the District of Delaware against certain of the Company’s officers and directors, and nominally against the Company, alleging violations of the federal securities law and breaches of fiduciary duty to the Company and/or related violations of Delaware law based on the same general course of conduct alleged in In re: Vroom, Inc. Securities Litigation. The case filed in April 2022 is captioned Godlu v. Hennessy et al., Case No. 22-cv-569, the case filed in April 2024 is captioned Hudda v. Hennessy et al. Case No. 24-cv-4499., and the court in each has approved the parties’ stipulations that each case would remain stayed pending final resolution of In re: Vroom, Inc. Securities Litigation. Both lawsuits remain in preliminary stages and there have been no substantive developments. In January 2022, the Company received a non-public civil investigative demand from the Federal Trade Commission (“FTC”), seeking the production of information related to certain of the Company's business practices and the Company responded to those information requests. On February 23, 2024, the FTC notified the Company that it has reason to believe that the Company violated Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a); the FTC's Mail, Internet, or Telephone Order Merchandise Rule, 16 C.F.R. Part 435; the FTC’s Used Motor Vehicle Trade Regulation Rule,16 C.F.R. Part 455; and the FTC’s Pre-Sale Availability Rule, 16 C.F.R. Part 702. On May 6, 2024, Vroom, Inc., and Vroom Automotive, LLC and the FTC reached an agreement to resolve the FTC’s allegations, subject to final approval by the FTC and the court. Under the agreement, the Company will pay a total of $ 1 million in customer redress and abide permanently by an injunction. In April 2022, the Attorney General of Texas filed a petition on behalf of the State of Texas in the District Court of Travis County, Texas against the Company, alleging violation of the Texas Deceptive Trade Practices − Consumer Protection Act, Texas Business and Commerce Code § 17.41 et seq., based on alleged deficiencies and other issues in the Company’s marketing of used vehicles and fulfilment of customer orders, including the titling and registration of sold vehicles. According to the petition, 80% of the customer complaints referenced in the petition were received in the 12 months prior to April 2022. The petition is captioned State of Texas v. Vroom Automotive LLC, and Vroom Inc., Case No. D-1-GN-001809. In May 2022, Vroom Automotive, LLC the Attorney General of the State of Texas agreed to a temporary injunction in which Vroom Automotive, LLC agreed to adhere to its existing practice of possessing title for all vehicles it sells or advertises as available for sale on its ecommerce platform. In December 2023, Vroom, Inc., Vroom Automotive, LLC and the Attorney General of the State of Texas reached a final agreement to resolve all claims in the petition, without any admission of wrongdoing by either Vroom entity. Under the agreement, the Company will pay a total of $ 2 million in civil penalties and $ 1 million in attorneys' fees, with the first half due in September 2024 and the remaining half due in September 2025, and abide permanently by an injunction of certain operational practices that were previously implemented. In August 2022, a plaintiff filed a putative class action lawsuit in the New York State Supreme Court against Vroom, Inc., and Vroom Automotive LLC as defendants, alleging, among other things, deficiencies in Vroom’s titling and registration of sold vehicles: Emely Reyes Martinez, on behalf of all others similarly situated, v. Vroom Automotive, LLC and Vroom Inc., No. 652684/2022. The Company removed the case to the U.S. District Court for the Southern District of New York (Case No. 22-cv-7631) and filed a motion to compel arbitration of all claims. In September 2023, Vroom’s motion to compel arbitration was granted, and the court action stayed pending the outcome of any arbitration proceeding over the plaintiff’s individual claims. As previously disclosed, the Company has been subject to audits, requests for information, investigations and other inquiries from its regulators relating to increased customer complaints concerning the same or similar matters alleged in the State of Texas petition. These regulatory matters could continue to progress into legal proceedings as well as enforcement actions. The Company has incurred fines in certain states and could continue to incur fines, penalties, restitution, or alterations in the Company's business practices, which in turn, could lead to increased business expenses, additional limitations on the Company's business activities and further reputational damage, although to date such expenses have not had a material adverse effect on the Company’s financial condition, cash flows, or results of operations. Nasdaq Notice On December 21, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying it that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the $ 1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement"). On February 13, 2024 after obtaining stockholder approval, the Company effected a 1-for-80 reverse stock split (the "Reverse Stock Split"), and the Company's stock began trading on a post-split adjusted basis on February 14, 2024. On February 29, 2024, the Company was notified by the Nasdaq Listing Qualifications staff that the closing bid price of its common stock had been at $ 1.00 per share or greater for 11 consecutive business days, from February 14, 2024 to February 28, 2024. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5450(a)(1) and this matter is now closed. If the Company's common stock again closes below the $ 1.00 per share minimum bid price required by Nasdaq for 30 consecutive business days, the Company would again receive another notice of non-compliance with Nasdaq's listing standards and face the risk of delisting. All shares of the Company’s common stock, stock-based instruments, and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented. 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. |
Preferred Stock and Stockholder
Preferred Stock and Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Preferred Stock and Stockholders' Equity | 12. Preferred Stock and Stockholders’ Equity Preferred Stock On June 11, 2020, the Company amended its certificate of incorporation to authorize the issuance of up to 10,000,000 shares of Preferred Stock. As of March 31, 2024 , there was no preferred stock issued or outstanding. Common Stock On February 13, 2024, the Company amended its certificate of incorporation to effect a 1-for-80 reverse stock split of shares of the Company’s outstanding common stock, such that every 80 shares of common stock became one of common stock . The shares of common stock authorized for issuance remained unchanged at 500,000,000 and the par value per share of common stock remained unchanged at $ 0.001 . Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. At-the-market Offering On December 1, 2023, the Company entered into an equity distribution agreement with Virtu Americas LLC to sell shares of the Company’s common stock, par value $ 0.001 per share, with aggregate gross sales proceeds of up to $ 50.0 million, from time to time, through an “at-the-market” equity offering program (the "ATM offering"). As of March 31, 2024, the Company has up to $ 47.5 million remaining in aggregate gross proceeds that can be issued through the ATM offering. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 13. Stock-based Compensation On May 28, 2020, the Company adopted the 2020 Incentive Award Plan (“the 2020 Plan”), which authorized the issuance of (i) up to 37,739 shares of the Company’s common stock, (ii) an annual increase on the first day of each year beginning on January 1, 2022 and ending on January 1, 2030 of up to 4 % of the shares of common stock outstanding on an as-converted basis on the last day of the immediately preceding fiscal year, and (iii) any shares of the Company’s common stock subject to awards under the 2014 Plan which are forfeited or lapse unexercised and which following the effective date are not issued under the 2014 Plan. Awards may be issued in the form of restricted stock units, restricted stock, stock appreciation rights, and stock options. As of March 31, 2024 , the Company has registered an additional 209,299 shares of the Company's common stock to be issued pursuant to the 2020 Plan. As of March 31, 2024 , there were 94,624 shares available for future issuance under the 2020 Plan. On May 20, 2022, the Company adopted the 2022 Inducement Award Plan (the “Inducement Award Plan”). Awards under the Inducement Award Plan may only be granted to a newly hired employee who has not previously been an employee or a member of the Board or an employee who is being rehired following a bona fide period of non-employment by the Company, in each case as a material inducement to the employee’s entering into employment. An aggregate of 37,500 shares of the Company’s common stock are reserved for issuance under the Inducement Award Plan. As of March 31, 2024 , there were 31,501 shares available for future issuance under the Inducement Award Plan. RSUs The Company recognized $ 1.3 million and $ 1.7 million of stock-based compensation expense related to RSUs for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had $ 6.0 million and $ 4.4 million, respectively, of unrecognized stock-based compensation expense that is expected to be recognized over a weighted-average period of 1.1 and 1.2 years, respectively. Certain of the Company’s RSU grants are subject to acceleration upon a change of control and termination within 12 months, and upon death, disability and certain other “good leaver” circumstances. |
Financial Instruments and Fair
Financial Instruments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments and Fair Value Measurements | 14. Financial Instruments and Fair Value Measurements U.S. GAAP defines fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and establishes the following three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or model-derived valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Items Measured at Fair Value on a Recurring Basis The Company holds certain financial assets that are required to be measured at fair value on a recurring basis. Additionally, the Company elected the fair value option for the financial assets and liabilities of UACC’s consolidated CFEs, beneficial interests in the 2022-1 securitization transaction, certain of UACC’s finance receivables that are ineligible to be sold, and certain other finance receivables. Under the fair value option allowable under ASC 825, “Financial Instruments” (“ASC 825”), the Company may elect to measure at fair value financial assets and liabilities that are not otherwise required to be carried at fair value. Subsequent changes in fair value for designated items are reported in earnings. The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 69,064 $ — $ — $ 69,064 CFE assets: Finance receivables — — 239,978 239,978 Finance receivables at fair value — — 181,301 181,301 Other assets — 3,722 — 3,722 Total financial assets $ 69,064 $ 3,722 $ 421,279 $ 494,065 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 237,899 — 237,899 Total financial liabilities $ — $ 237,899 $ — $ 237,899 As of December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 27,121 $ — $ — $ 27,121 CFE assets: Finance receivables — — 316,998 316,998 Finance receivables at fair value — — 31,672 31,672 Other assets — 4,485 — 4,485 Total financial assets $ 27,121 $ 4,485 $ 348,670 $ 380,276 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 314,095 — 314,095 Total financial liabilities $ — $ 314,095 $ — $ 314,095 Valuation Methodologies of Financial Instruments Measured at Fair Value on a Recurring Basis The following is a description of the valuation methodologies used for financial instruments carried at fair value. These methodologies are applied to financial assets and liabilities across the fair value levels discussed above, and it is the observability of the inputs used that determines the appropriate level in the fair value hierarchy for the respective asset or liability. Money Market Funds: Money market funds primarily consist of investments in highly liquid U.S. treasury securities, with original maturities of three months or less and are classified as Level 1. The Company determines the fair value of cash equivalents based on quoted prices in active markets. Financial assets and liabilities of CFEs: The Company elected the fair value option for the assets and liabilities of its consolidated VIEs related to securitization transactions that were deemed to be CFEs. In accordance with ASC 825, the Company has elected the fair value option, for the eligible financial assets and liabilities of the 2022-2 and 2023-1 consolidated CFEs in order to mitigate potential accounting mismatches between the carrying value of the financial assets and liabilities. To eliminate potential measurement differences, the Company elected the measurement alternative included in ASU 2014-13, allowing the Company to measure both the financial assets and liabilities of a qualifying CFE using the fair value of either the CFE’s financial assets or liabilities, whichever is more observable. Under the measurement alternative prescribed by ASU 2014-13, the Company recognizes changes in the CFE’s net assets, including changes in fair value adjustments and net interest earned, in its condensed consolidated statements of operations. The Company is required to determine whether the fair value of the financial assets or the fair value of the financial liabilities of the eligible CFEs are more observable, but in either case, the methodology results in the fair value of the financial assets of the securitization trust being equal to the fair value of their liabilities. The Company determined that the fair value of the liabilities of the securitization CFEs are more observable, since market prices of their liabilities are based on non-binding quoted prices provided by broker dealers who make markets in similar financial instruments. The assets of the securitization CFEs are not readily marketable, and their fair value measurement requires information that may be limited in availability. In determining the fair value of the securitization debt of consolidated CFEs, the broker dealers consider contractual cash payments and yields expected by market participants. Broker dealers also incorporate common market pricing methods, including a spread measurement to the treasury curve or interest rate swap curve as well as underlying characteristics of the particular security including ratings, coupon, collateral type and seasoning or age of the security. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, an internal model is utilized using unobservable inputs or if the Company has multiple quotes that are not within determined range, it classified the securitization debt as Level 3 of the fair value hierarchy. The financial assets of the consolidated CFEs are an aggregate value derived from the fair value of the CFEs liabilities. The Company determined that CFEs finance receivables in their entirety should be classified as Level 3 of the fair value hierarchy. Finance receivables at fair value: Finance receivables at fair value represent finance receivables for which the Company elected the fair value option in accordance with ASC 825. The Company estimates the fair value of these receivables using a discounted cash flow model and incorporates key inputs that include prepayment speed, default rate, recovery rate, as well as certain macroeconomics events the Company believes market participants would consider relevant. Beneficial interests in securitization: Beneficial interests in securitization relate to the 2022-1 securitization completed in February 2022 and include rated notes as well as certificates. The beneficial interests in the 2022-2 securitization completed in July 2022 were eliminated upon consolidation of the VIE in March 2023. Refer to Note 4 – Variable Interest Entities and Securitizations. The Company elected the fair value option on its beneficial interests in securitization. Beneficial interests may initially be classified as Level 2 if the transactions occur within close proximity to the end of each respective reporting period. Subsequently, similar to the securitization debt described above, fair value is determined by requesting a non-binding quote from broker dealers, or by utilizing market acceptable valuation models, such as discounted cash flows. Broker dealer quotes may be based on an income approach, which converts expected future cash flows to a single present value amount, with specific consideration of inputs relevant to particular security types. Such inputs may include ratings, collateral types, geographic concentrations, underlying loan vintages, delinquencies and defaults, loss severity assumptions, prepayments, and maturities. When the volume or level of market activity for a security is limited, certain inputs used to determine fair value may not be observable in the market. Broker dealer quotes may also be based on a market approach that considers recent transactions involving identical or similar securities. When the Company obtains prices from multiple broker dealers for the same security and has a consensus among them, it deems these fair values to be based on observable valuation inputs and classified as Level 2 of the fair value hierarchy. Where a third-party broker dealer quote is not available, the Company utilizes an internally developed model using unobservable inputs. If internally developed models are utilized or if the Company has multiple quotes that are not within a consensus range of each other, the Company deems these securities to be classified as Level 3 of the fair value hierarchy. Changes in Level 3 Recurring Fair Value Measurements The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands): Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Fair value as of January 1, 2024 $ 316,998 $ 31,672 Transfer within Level 3 categories ( 39,040 ) 39,040 Losses included in realized and unrealized losses ( 14,771 ) ( 7,606 ) Issuances, net of discount — 130,290 Paydowns ( 27,332 ) ( 12,762 ) Other 4,123 667 Fair value as of March 31, 2024 $ 239,978 $ 181,301 Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Fair value as of January 1, 2023 $ 77,904 $ 75,270 Reclassification of finance receivables held for sale to finance receivables at fair value, net 248,081 — Transfer within Level 3 categories 26,128 ( 26,128 ) Consolidation of VIEs 180,706 — Losses included in realized and unrealized losses ( 12,624 ) ( 10 ) Issuances, net of discount — 3,392 Paydowns ( 32,787 ) ( 9,062 ) Other 4,735 665 Fair value as of March 31, 2023 $ 492,143 $ 44,127 The Company's transfers between levels of the fair value hierarchy are assumed to have occurred at the beginning of the reporting period on a quarterly basis, except for assets and liabilities acquired during the prior period as described below. During the three months ended March 31, 2024, there were no transfer between levels of the fair value hierarchy. During the three months ended March 31, 2023, $ 180.7 million of finance receivables related to the 2022-2 securitization transaction were consolidated and classified as Level 3 and $ 248.1 million of finance receivables held for sale related to the 2023-1 securitization transaction were reclassified to Level 3 finance receivables of consolidated CFEs. Other Relevant Data for Financial Assets and Liabilities for which FVO Was Elected The following table presents the gains or losses recorded in "Realized and unrealized losses, net of recoveries" in the condensed consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands): Three Months Ended March 31, 2024 2023 Financial Assets Finance receivables of CFEs $ 15,884 $ 9,896 Finance receivables at fair value 4,869 ( 1,412 ) Beneficial interests in securitizations ( 10 ) 661 Financial Liabilities Debt of securitized VIEs ( 2,549 ) ( 1,222 ) Total net loss included in "Realized and unrealized losses, net of recoveries" $ 18,194 $ 7,923 The following table presents other relevant data related to the finance receivables carried at fair value (in thousands): As of March 31, 2024 Finance Receivables of CFEs at Fair Value Finance Receivables at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 279,084 $ 204,860 Aggregate fair value of finance receivables that are reported at fair value $ 239,978 $ 181,301 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) $ 4,953 $ 1,265 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 4,263 $ 944 As of December 31, 2023 Finance Receivables of CFEs at Fair Value Finance Receivables at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 361,609 $ 36,207 Aggregate fair value of finance receivables that are reported at fair value $ 316,998 $ 31,672 Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due) $ 6,700 $ 717 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 5,921 $ 544 All finance receivables of CFEs are pledged to the CFEs trusts. The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands): As of March 31, 2024 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of rated notes of securitized VIEs $ 244,437 Aggregate fair value of rated notes of securitized VIEs $ 237,899 As of December 31, 2023 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of rated notes of securitized VIEs $ 318,085 Aggregate fair value of rated notes of securitized VIEs $ 314,095 Fair Value of Financial Instruments Not Carried at Fair Value The carrying amounts of restricted cash, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The carrying value of the Warehouse Credit Facilities was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. Finance receivables held for sale, net: For finance receivables eligible to be sold in a securitization, the Company determines the fair value of these finance receivables utilizing sales prices based on estimated securitization transactions, adjusted for transformation costs, risk and a normal profit margin associated with securitization transactions. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. As of March 31, 2024, the carrying value and fair value of the finance receivables held for sale, net were $ 419.1 million. As of December 31, 2023, the Company determined that all of these finance receivables should be marked to their fair value of $ 468.8 million based on the results of the Company's lower of amortized cost basis or fair value analysis. In addition, from time to time the Company may mark certain receivables, that are no longer eligible to be sold in a securitization, classified as held for sale to fair value on a non-recurring basis. As of March 31, 2024 and December 31, 2023, there were $ 35.1 million and $ 34.8 million of these finance receivables that were marked to fair value on a non-recurring basis, respectively. These are finance receivables that became delinquent and no longer meet the expected securitization sales criteria. The Company uses a discounted cash flow model to estimate the present value of future recoveries for finance receivables. Such fair value measurement of finance receivables held for sale, net is considered Level 3 of the fair value hierarchy. Convertible Senior Notes: The fair value of the Notes, which are not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy. March 31, December 31, 2024 2023 Carrying value $ 287,175 $ 286,800 Fair value $ 149,601 $ 152,506 Financing of beneficial interests in securitizations: The fair value of the financing of beneficial interests in securitizations, which are not carried at fair value on the accompanying condensed consolidated balance sheets, approximated their carrying value as of March 31, 2024 and are classified within Level 3 of the fair value hierarchy. Junior Subordinated Debentures: The fair value of the junior subordinated debentures, which are not carried at fair value on the accompanying consolidated balance sheets, approximated their carrying value as of March 31, 2024 and 2023 and are classified within Level 3 of the fair value hierarchy. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information As a result of the Ecommerce Wind-Down during the three months ended March 31, 2024, the Company revised its reportable segments. The Company is now organized into two reportable segments: UACC and CarStory. Corporate activities are presented in "corporate" and do not constitute a reportable segment. These activities include costs not directly attributable to the segments and are primarily related to costs associated with corporate and governance functions, including executive functions, corporate finance, legal, human resources, information technology, cyber security and other shared costs. Certain shared costs, including corporate administration, are allocated to segments based upon specific allocation of expenses. Corporate activities also include the runoff of legacy Vroom third party vehicle service and GAP policies sold prior to the Ecommerce Wind-Down as well as certain Vroom contracts that are continuing to be renegotiated and right-sized to account for reduced headcount following the Ecommerce Wind-down. The Company retrospectively restated segment results for the comparative period to conform to the new presentation. No operating segments have been aggregated to form the reportable segments. The Company determined its operating segments based on how the chief operating decision maker (“CODM”) reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews Adjusted EBITDA for each of the reportable segments. Adjusted EBITDA is defined as net loss before interest expense on corporate debt, interest income on cash and cash equivalents, income tax expense, depreciation and amortization expense, stock compensation expense, gain on debt extinguishment and long-lived asset impairment charges, incurred by the segment. The CODM does not evaluate operating segments using asset information as these are managed on an enterprise-wide group basis. Accordingly, the Company does no t report segment asset information. As of March 31, 2024 and December 31, 2023, long-lived assets were predominantly located in the United States. The UACC reportable segment represents UACC’s operations with its network of third-party dealership customers, including the purchases and servicing of vehicle installment contracts. The segment also includes the runoff portfolio of retail installment sale contracts originated for Vroom or purchased from Vroom prior to the Ecommerce Wind-Down. The CarStory reportable segment represents sales of AI-powered analytics and digital services to automotive dealers, automotive financial services companies and others in the automotive industry. Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended 2024 2023 UACC CarStory Corporate Total UACC CarStory Corporate Total Interest income $ 51,541 $ — $ ( 464 ) $ 51,077 $ 35,299 $ — $ ( 931 ) $ 34,368 Interest expense: Warehouse credit facility 9,471 — — 9,471 3,099 — — 3,099 Securitization debt 4,869 — — 4,869 4,345 — — 4,345 Total interest expense 14,340 — — 14,340 7,444 — — 7,444 Net interest income 37,201 — ( 464 ) 36,737 27,855 — ( 931 ) 26,924 Realized and unrealized losses, net of recoveries 27,761 — 3,058 30,819 12,272 — 3,456 15,728 Net interest income after losses and recoveries 9,439 — ( 3,521 ) 5,918 15,582 — ( 4,387 ) 11,196 Noninterest (loss) income: Servicing income 2,019 — — 2,019 2,854 — — 2,854 Warranties and GAP income, net 1,610 — ( 11,252 ) ( 9,642 ) 2,203 — 632 2,835 CarStory revenue — 2,979 — 2,979 — 3,170 — 3,170 Gain on debt extinguishment — — — — — — 8,709 8,709 Other income 2,470 173 141 2,784 1,054 48 1,930 3,032 Total noninterest (loss) income 6,099 3,152 ( 11,111 ) ( 1,860 ) 6,111 3,218 11,271 20,600 Expenses: Compensation and benefits 18,788 2,214 3,109 24,110 18,537 2,401 2,284 23,221 Professional fees 876 122 2,345 3,343 2,541 177 2,256 4,973 Software and IT costs 3,097 167 1,358 4,622 2,705 174 2,366 5,246 Depreciation and amortization 6,021 1,605 — 7,626 5,627 1,605 — 7,232 Interest expense on corporate debt 471 — 920 1,391 197 — 1,143 1,340 Impairment charges 2,752 — — 2,752 — — — — Other expenses 2,523 118 1,813 4,454 2,420 149 2,631 5,199 Total expenses 34,529 4,225 9,544 48,298 32,026 4,505 10,681 47,211 Adjusted EBITDA $ ( 10,147 ) $ 559 $ ( 22,564 ) $ ( 32,152 ) $ ( 4,467 ) $ 567 $ ( 12,398 ) $ ( 16,298 ) The reconciliation between reportable segment Adjusted EBITDA to consolidated net loss from continuing operations is as follows (in thousands): Three Months Ended 2024 2023 Adjusted EBITDA by Segment UACC $ ( 10,147 ) $ ( 4,467 ) CarStory 559 567 Corporate ( 22,564 ) ( 12,398 ) Total $ ( 32,152 ) $ ( 16,298 ) Interest income on cash and cash equivalents 1,005 2,425 Provision for income taxes ( 436 ) ( 54 ) Depreciation and amortization ( 7,626 ) ( 7,232 ) Stock compensation expense ( 1,324 ) ( 1,679 ) Gain on debt extinguishment - 8,709 Impairment charges ( 2,752 ) - Net loss from continuing operations $ ( 44,676 ) $ ( 15,469 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company computes income taxes using the liability method. This method requires recognition of deferred tax assets and liabilities, measured by enacted rates, attributable to temporary differences between the financial statements and the income tax basis of assets and liabilities. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that certain deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those specific jurisdictions prior to the dates on which such net operating losses expire. The Company maintained a full valuation allowance against its net deferred tax assets because the Company has determined that it is more likely than not that these assets will not be fully realized based on a current evaluation of expected future taxable income and the Company being in a cumulative 3-year loss position. The Company’s effective tax rate from continuing operations for the three months ended March 31, 2024 and 2023 was ( 1.0 )% and ( 0.35 )%, respectively. The Company is subject to tax in the United States and many state and local jurisdictions. The Company, with certain exceptions, is no longer subject to income tax examinations by U.S. federal, state and local for tax years 2017 and prior. The company is not currently under audit for any US federal or state income tax audits. The Internal Revenue Code (IRC) Section 382 provides for a limitation of the annual use of net operating loss and tax credit carryforwards following certain ownership changes (as defined by the IRC Section 382) that limits the Company’s ability to utilize these carryforwards. The Company completed a Section 382 study to determine the applicable limitation, if any. It was determined that the Company has undergone four ownership changes the most recent of which was April 2021. These changes will substantially limit the use of the net operating losses generated before the change in control. The Company has no t identified any uncertain tax positions as of March 31, 2024 or December 31, 2023. Any interest and penalties related to uncertain tax positions shall be recorded as a component of income tax expense. To date, no interest or penalties have been accrued in relation to uncertain tax positions. On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. The Company evaluated the provisions included under the IRA and the provisions do not have a material impact to the Company's condensed consolidated financial statements. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 17. Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended (in thousands, except share and per share amounts) 2024 2023 Net loss from continuing operations $ ( 44,676 ) $ ( 15,469 ) Net loss from discontinued operations $ ( 22,941 ) $ ( 59,272 ) Net loss $ ( 67,617 ) $ ( 74,741 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,794,303 1,731,636 Net loss per share attributable to common stockholders, continuing operations, basic and diluted $ ( 24.90 ) $ ( 8.93 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted $ ( 12.79 ) $ ( 34.23 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 37.68 ) $ ( 43.16 ) 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, 2024 2023 Convertible senior notes 64,830 78,326 Stock options 26,042 34,858 Restricted stock units 170,406 191,505 Total 261,278 304,689 |
Revised Consolidated Financial
Revised Consolidated Financial Statements Information | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Revised Consolidated Financial Statements Information | 18. Revised Consolidated Financial Statements Information In March 2024, in connection with the Ecommerce Wind-Down, the Company identified errors related to an overstatement of credit balances in other current liabilities and accounts payable as of and prior to December 31, 2023. The Company incorrectly recorded approximately $ 1.4 million of other current liabilities and $ 4.1 million of accounts payable, instead of a reduction in operating expenses of $ 5.5 million, of which $ 4.6 million related to annual periods prior to 2023. The Company evaluated the impact of these errors and concluded that they are not material to any previously issued annual or interim consolidated financial statements. As a result of these errors, the Company has revised the consolidated financial statements for the three months ended March 31, 2023 and as of December 31, 2023 and 2022 and for the years then ended. The Company intends to reflect these revisions in its 2024 Quarterly Reports to be filed on Form 10-Q and 2024 Annual Report to be filed on Form 10-K. The following table (in thousands) sets forth the Company’s consolidated results of operations for the three months ended March 31, 2023 and the years ended December 31, 2023 and 2022, which have been retrospectively adjusted for the impact of the immaterial errors identified as well as new financial statement presentation and discontinued operations presentation related to the Ecommerce Wind-Down. Three Months Ended March 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 196,467 $ — $ ( 153,440 ) $ ( 43,026 ) $ — Total cost of sales 157,662 — ( 149,557 ) ( 8,105 ) — Total gross profit 38,805 — ( 3,883 ) ( 34,921 ) — Selling, general and administrative expenses 96,537 ( 303 ) ( 57,672 ) ( 38,562 ) — Depreciation and amortization 10,531 ( 3,299 ) ( 7,232 ) — Loss from operations ( 68,263 ) 303 57,088 10,872 — Gain on debt extinguishment ( 8,709 ) 8,709 — Interest expense 9,919 ( 5,482 ) ( 4,437 ) — Interest income ( 5,942 ) 3,517 2,425 — Other loss, net 11,240 ( 11,240 ) — Interest income 34,368 34,368 Total interest expense 7,444 7,444 Net interest income 26,924 26,924 Realized and unrealized losses, net of recoveries 15,728 15,728 Net interest income after losses and recoveries 11,196 11,196 Total noninterest (loss) income 20,600 20,600 Total expenses 47,211 47,211 Loss before provision (benefit) for income taxes ( 74,771 ) 303 59,053 ( 15,415 ) ( 15,415 ) Provision (benefit) for income taxes 273 ( 219 ) 54 Net loss from continuing operations ( 15,469 ) Net loss from discontinued operations ( 59,272 ) Total net loss $ ( 75,044 ) $ 303 $ ( 74,741 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted ( 8.93 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted ( 34.23 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 43.34 ) $ ( 43.16 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,731,636 1,731,636 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. Year ended December 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 893,203 $ — $ ( 687,215 ) $ ( 205,988 ) $ — Total cost of sales 731,256 — ( 692,037 ) ( 39,219 ) — Total gross profit 161,947 — 4,822 ( 166,769 ) — Selling, general and administrative expenses 340,657 ( 929 ) ( 205,977 ) ( 133,751 ) — Depreciation and amortization 42,769 ( 13,656 ) ( 29,113 ) — Impairment charges 48,748 ( 48,748 ) — Loss from operations ( 270,227 ) 929 273,203 ( 3,905 ) — Gain on debt extinguishment ( 37,878 ) — — 37,878 — Interest expense 45,445 ( 19,556 ) ( 25,889 ) — Interest income ( 21,158 ) 13,218 7,940 — Other loss (income), net 108,289 — — ( 108,289 ) — Interest income $ 178,482 $ 178,482 Total interest expense 41,893 41,893 Net interest income 136,589 136,589 Realized and unrealized losses, net of recoveries 122,541 122,541 Net interest income after losses and recoveries 14,048 14,048 Total noninterest (loss) income 75,126 75,126 Total expenses 173,629 173,629 Loss before provision (benefit) for income taxes ( 364,925 ) 929 279,541 ( 84,455 ) ( 84,455 ) Provision (benefit) for income taxes 615 ( 492 ) 123 Net loss from continuing operations ( 84,578 ) Net loss from discontinued operations ( 280,033 ) Total net loss $ ( 365,540 ) $ 929 ( 364,611 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted ( 48.52 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted ( 160.65 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 209.70 ) $ ( 209.17 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,743,128 1,743,128 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. Year ended December 31, 2022 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 1,948,901 $ — $ ( 1,774,270 ) $ ( 174,631 ) $ — Total cost of sales 1,704,114 — ( 1,686,340 ) ( 17,774 ) — Total gross profit 244,787 — ( 87,930 ) ( 156,857 ) — Selling, general and administrative expenses 566,387 ( 1,447 ) ( 424,985 ) ( 139,955 ) — Depreciation and amortization 38,290 ( 11,220 ) ( 27,070 ) — Impairment charges 211,873 ( 211,873 ) — Loss from operations ( 571,763 ) 1,447 560,148 10,168 — Gain on debt extinguishment ( 164,684 ) — — 164,684 — Interest expense 40,693 ( 26,831 ) ( 13,862 ) — Interest income ( 19,363 ) 15,934 3,429 — Other loss (income), net 43,181 — ( 43,181 ) — Interest income 91,671 91,671 Total interest expense 9,508 9,508 Net interest income 82,163 82,163 Realized (gain) on sale of finance receivables ( 44,481 ) ( 44,481 ) Realized and unrealized losses, net of recoveries 54,761 54,761 Net interest income after gains, losses and recoveries 71,883 71,883 Total noninterest (loss) income 208,983 208,983 Total expenses 179,965 179,965 (Loss) income before provision (benefit) for income taxes ( 471,590 ) 1,447 571,045 100,901 100,901 Provision (benefit) for income taxes ( 19,680 ) ( 19,680 ) Net income from continuing operations 120,581 Net loss from discontinued operations ( 571,045 ) Total net loss $ ( 451,910 ) $ 1,447 $ ( 450,464 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted 69.95 Net loss per share attributable to common stockholders, discontinued operations, basic and diluted $ ( 331.26 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 262.15 ) $ ( 261.31 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,723,843 1,723,843 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. The impacts to our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows (in thousands): As of December 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised ASSETS Current Assets: Cash and cash equivalents $ 135,585 $ 135,585 Restricted cash 73,234 73,234 Accounts receivable, net of allowance 9,139 ( 4,413 ) ( 4,726 ) — Finance receivables at fair value 12,501 ( 12,501 ) — Finance receivables held for sale, net 503,546 503,546 Inventory 163,250 ( 163,250 ) — Beneficial interests in securitizations 4,485 ( 4,485 ) — Prepaid expenses and other current assets 50,899 ( 8,818 ) ( 42,081 ) — Total current assets 952,639 — ( 176,481 ) ( 63,793 ) Finance receivables at fair value 336,169 12,501 348,670 Property and equipment, net 24,132 ( 19,150 ) 4,982 Intangible assets, net 131,892 131,892 Operating lease right-of-use assets 7,063 7,063 Interest Receivable 14,484 14,484 Other assets (including other assets of consolidated VIEs of $ 1.8 million) 23,527 ( 906 ) 36,808 59,429 Assets from discontinued operations 196,537 196,537 Total assets $ 1,475,422 $ — $ — $ — $ 1,475,422 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 26,762 $ ( 4,138 ) $ ( 6,439 ) $ ( 16,185 ) $ — Accrued expenses 52,452 ( 27,133 ) ( 25,319 ) — Vehicle floorplan 151,178 ( 151,178 ) — Warehouse credit facilities of consolidated VIEs 421,268 — 421,268 Current portion of long-term debt 172,410 — ( 172,410 ) — Deferred revenue 14,025 ( 14,025 ) — Operating lease liabilities, current 8,737 ( 6,105 ) ( 2,632 ) — Other current liabilities 9,974 ( 1,382 ) ( 5,884 ) ( 2,708 ) — Total current liabilities 856,806 ( 5,520 ) ( 210,764 ) ( 219,254 ) Long-term debt, net of current portion 454,173 — 172,410 626,583 Operating lease liabilities, excluding current portion 25,183 ( 17,356 ) 2,632 10,459 Other long-term liabilities 17,109 — 44,212 61,321 Liabilities from discontinued operations 228,120 228,120 Total liabilities 1,353,271 ( 5,520 ) — — 1,347,751 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.001 par value; 500,000,000 shares authorized as of December 31, 2023; 1,791,286 shares issued and outstanding as of December 31, 2023 2 2 Additional paid-in-capital 2,088,381 2,088,381 Accumulated deficit ( 1,966,232 ) 5,520 ( 1,960,712 ) Total stockholders’ equity 122,151 5,520 — — 127,671 Total liabilities and stockholders’ equity $ 1,475,422 $ — $ — $ — $ 1,475,422 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. As of December 31, 2022 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised ASSETS Current Assets: Cash and cash equivalents $ 398,915 $ 398,915 Restricted cash 73,095 73,095 Accounts receivable, net of allowance 13,967 ( 13,046 ) ( 921 ) 0 Finance receivables at fair value 12,939 ( 12,939 ) — Finance receivables held for sale, net 321,626 321,626 Inventory 320,648 ( 320,648 ) — Beneficial interests in securitizations 20,592 20,592 Prepaid expenses and other current assets 58,327 ( 28,552 ) ( 29,775 ) 0 Total current assets 1,220,109 — ( 362,246 ) ( 43,635 ) 814,228 Finance receivables at fair value 140,235 12,939 153,174 Property and equipment, net 50,201 ( 45,735 ) 4,466 Intangible assets, net 158,910 158,910 Operating lease right-of-use assets 23,568 ( 21,015 ) 2,553 Interest receivable 7,242 7,242 Other assets 26,004 ( 3,246 ) 23,454 46,212 Assets from discontinued operations 432,242 432,242 Total assets $ 1,619,027 $ — $ — $ — $ 1,619,027 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 34,702 $ ( 3,310 ) $ ( 14,523 ) $ ( 16,869 ) $ 0 Accrued expenses 76,795 ( 47,062 ) ( 29,733 ) ( 0 ) Vehicle floorplan 276,988 ( 276,988 ) — Warehouse credit facilities of consolidated VIEs 229,518 229,518 Current portion of long-term debt 47,239 ( 47,239 ) — Deferred revenue 10,655 ( 10,655 ) — Operating lease liabilities, current 9,730 ( 7,352 ) ( 2,378 ) ( 0 ) Other current liabilities 17,693 ( 1,283 ) ( 9,966 ) ( 6,444 ) 0 Total current liabilities 703,320 ( 4,592 ) ( 366,547 ) ( 102,663 ) 229,518 Long-term debt, net of current portion 402,154 47,239 449,393 Operating lease liabilities, excluding current portion 20,129 ( 17,276 ) 2,378 5,231 Other long-term liabilities 18,183 53,046 71,229 Liabilities from discontinued operations 383,823 383,823 Total liabilities 1,143,786 ( 4,592 ) — — 1,139,194 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively 2 2 Additional paid-in-capital 2,075,931 2,075,931 Accumulated deficit ( 1,600,692 ) 4,592 ( 1,596,100 ) Total stockholders’ equity 475,241 4,592 — — 479,833 Total liabilities and stockholders’ equity $ 1,619,027 $ — $ — $ — $ — $ — $ — $ 1,619,027 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. There is no impact to our Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and years ended December 31, 2023 and 2022 other than the impact to accumulated deficit as a result of the changes in Net loss as presented above and as a result of impacts for periods prior to 2023 to opening accumulated deficit as of December 31, 2022. There is no impact to net cash used in (provided by) operating activities; investing activities or financing activities in our Consolidated Statements of Cash Flows. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 19. Subsequent Event In April 2024, UACC sold approximately $ 262.5 million of rated asset-backed securities in an auto loan securitization transaction from a securitization trust, established and sponsored by UACC for proceeds of $ 261.3 million. The trust is collateralized by finance receivables with an aggregate principal balance of $ 380.1 million. These finance receivables are serviced by UACC. As a result of market conditions, which led to unfavorable pricing, the Company retained the Class E non-investment grade securities and residual interests, which will require the Company to account for the 2024-1 securitization as secured borrowings and remain on balance sheet pending the sale of such retained interests. In May 2024, UACC sold approximately $ 37.5 million of Class E non-investment grade securities that were initially retained for proceeds of $ 35.9 million. The Company continues to retain the residual interest and 5 % or $ 15.8 million of the rated notes. The Company also pledged $ 13.8 million of its retained beneficial interests as collateral under the Risk Retention Financing Facility, and received proceeds of $ 13.7 million, with expected repurchase dates ranging from August 2026 to November 2029 at the initial closing date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Reverse Stock Split | Reverse Stock Split On February 13, 2024, the Company effected a 1-for-80 reverse stock split of the Company’s common stock. All shares of the Company’s common stock, stock-based instruments and per-share data included in these condensed consolidated financial statements have been retroactively adjusted as though the stock split has been effected prior to all periods presented. |
Basis of Presentation | 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, 2023, included herein, was derived from the audited consolidated financial statements as of that date. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2023. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, include all adjustments, which consist of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated balance sheet as of March 31, 2024 and its results of operations for the three months ended March 31, 2024 and 2023. The results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the current fiscal year or any other future periods. Certain prior year amounts have been reclassified to conform to the current year presentation related to discontinued operations and new financial statement presentation as a result of the Ecommerce Wind-Down and the reverse stock split. |
Principles of Consolidation | 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 condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. On an ongoing basis, the Company evaluates its estimates, including, among others, those related to finance receivables, income taxes, stock-based compensation, contingencies, warranties and GAP (as defined below) income-related reserves, fair value measurements and useful lives of property and equipment and intangible assets. The Company bases its estimates on historical experience, market conditions, and on various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Comprehensive Loss | Comprehensive Loss The Company did no t have any other comprehensive income or loss for the three months ended March 31, 2024 and 2023 . Accordingly, net loss and comprehensive loss are the same for the periods presented. |
Restricted Cash | Restricted Cash Restricted cash primarily includes UACC restricted cash. UACC collects and services finance receivables under the securitization transactions and warehouse credit facilities. These collections are restricted for use until properly remitted each month under the terms of the servicing agreement. UACC also maintains a reserve account for each securitization and warehouse credit facility to provide additional collateral for the borrowings. Refer to Note 9 — Warehouse Credit Facilities of Consolidated VIEs and Note 10 — Long Term Debt for further detail. |
Finance Receivables | Finance Receivables Finance receivables consist of retail installment sale contracts purchased or acquired by UACC from its existing network of third-party dealership customers at a discount as well as retail installment sale contracts UACC offered to Vroom’s customers through its ecommerce platform prior to the Ecommerce Wind-Down. The Company's finance receivables are generally secured by the vehicles being financed. Finance receivables over 90 days delinquent are considered nonaccrual finance receivables. Interest income is subsequently recognized only to the extent cash payments are received until the consumer is able to make periodic interest and principal payments in accordance with the finance receivable terms. |
Finance Receivables Held for Sale, Net | Finance Receivables Held for Sale, Net Finance receivables that the Company intends to sell and not hold to maturity are classified as held for sale. The Company intends to sell finance receivables through securitization transactions. Finance receivables classified as held for sale are recorded at the lower of cost or fair value. Deferred acquisition costs and any discounts are deferred until the finance receivables are sold and are then recognized as part of the total gain or loss on sale. Refer to Note 3 – Revenue Recognition. The Company records a valuation allowance to report finance receivables at the lower of cost or fair value. To determine the valuation allowance, finance receivables are evaluated collectively as they represent a large group of smaller-balance homogeneous loans. To the extent that actual experience differs from estimates, significant adjustments to the Company's valuation allowance may be needed. Fair value adjustments are recorded in "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. Principal balances and corresponding deferred acquisition costs and discounts of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. As of March 31, 2024 and December 31, 2023, the valuation allowance for finance receivables classified as held for sale was $ 32.9 million and $ 33.8 million, respectively. Refer to No te 14 – Financial Instruments and Fair Value Measurements . |
Finance Receivables at Fair Value | Finance Receivables at Fair Value Finance receivables for which the fair value option was elected under ASC 825 are classified as finance receivables at fair value. The Company reassesses the estimate for fair value at each reporting period with any changes reflected as a fair value adjustment and recorded in "Realized and unrealized losses, net of recoveries" in the consolidated statements of operations. The Company recognizes the acquisition fees as other income at the time of issuance and recognizes the acquisition costs as an expense in the period incurred. Finance receivables at fair value include both finance receivables held for sale at fair value as well as finance receivables held for investment at fair value. Finance receivables held for sale at fair value represent finance receivables that the Company intends to sell but elected the fair value option as described above. The aggregate principal balance and the fair value of the finance receivables held for sale at fair value was $ 140.6 million and $ 125.6 million, respectively and the aggregate principal balance and the fair value of the finance receivables held for investment at fair value was $ 343.3 million and $ 295.7 million, respectively as of March 31, 2024. The Company did no t have any finance receivables held for sale at fair value as of December 31, 2023. Refer to Note 14 – Financial Instruments and Fair Value Measurements. |
Consolidated CFEs | Consolidated CFEs The Company elected the fair value option upon consolidation of the assets and liabilities of its variable interest entities ("VIEs") related to the 2022-2 and 2023-1 securitization transactions. Refer to Note 4 – Variable Interest Entities and Securitizations. These VIEs are consolidated collateralized financing entities (CFEs) and are accounted for using the measurement alternative in accordance with ASU 2014-13, Measuring the Financial Assets and Liabilities of a Consolidated Collateralized Financing Entity (“ASU 2014-13"). During the three months ended March 31, 2024 and 2023, the Company recognized the following revenue and expenses associated with these CFEs in the condensed consolidated statements of operations: Three Months Ended 2024 2023 Interest income $ 18,117 $ 20,628 Interest expense $ ( 4,906 ) $ ( 4,397 ) Realized and unrealized losses, net of recoveries $ ( 15,751 ) $ ( 8,675 ) Noninterest income, net $ 273 $ ( 3,378 ) The assets and liabilities of the CFEs are presented as part of "Restricted cash", “Finance receivables at fair value”, "Interest receivable", "Other Assets", "Long term debt", and "Other liabilities", respectively, on the consolidated balance sheets. Refer to Note 4 – Variable Interest Entities and Securitizations and Note 14 – Financial Instruments and Fair Value Measurements for further details. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and finance receivables. The Company’s cash balances are maintained at various large, reputable financial institutions. Deposits held with financial institutions may at times exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, management believes they bear minimal risk. The Company’s cash equivalents primarily consist of money market funds that hold investments in highly liquid U.S. government securities. Concentration of credit risk with respect to finance receivables is generally mitigated by a large consumer base. UACC’s customers, in this instance, are the third-party automotive dealers through which it purchases or acquires retail installment sale contracts for consumers. CarStory’s customers are dealers, automotive financial services companies and others in the automotive industry who purchase CarStory’s digital retailing services. For the years ended March 31, 2024 and 2023, no customer represented 10% or more of the Company’s income and no customer represented more than 10% of the Company’s finance receivables as of March 31, 2024 and 2023 . |
Liquidity | Liquidity As of March 31, 2024, the Company had cash and cash equivalents of $ 91.0 million and restricted cash of $ 49.5 million. Restricted cash primarily includes restricted cash required under UACC's securitization transactions and Warehouse Credit Facilities of $ 48.1 million. The Company has historically had negative cash flows and generated losses from operations and the Company’s primary source of liquidity has been cash generated through financing activities. In January 2024, the Company announced its Value Maximization Plan to discontinue its ecommerce operations and wind-down its used vehicle dealership business, refer to Note 1 — Description of Business and Basis of Presentation — Value Maximization Plan. As a result of the liquidation of the Company's vehicle inventory as part of the Ecommerce Wind-Down, the Company repaid all amounts outstanding under the 2022 Vehicle Floorplan Facility in the first quarter of 2024 and the agreement was terminated. UACC has four warehouse credit facilities with an aggregate borrowing limit of $ 825.0 million as of March 31, 2024. As of March 31, 2024, outstanding borrowings related to the Warehouse Credit Facilities were $ 516.3 million and excess borrowing capacity was $ 53.9 million. As of March 31, 2024, t he Company was in compliance with all covenants related to the Warehouse Credit Facilities. Failure to satisfy these and or any other requirements contained within the agreements would restrict access to the Warehouse Credit Facilities and could have a material adverse effect on the financial condition of the Company, results of operations and liquidity. Certain breaches of covenants may also result in acceleration of the repayment of borrowings prior to the scheduled maturity. Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further discussion. The Company expects to use cash and cash equivalents to finance future capital requirements and UACC’s Warehouse Credit Facilities to fund finance receivables. Certain advance rates available to UACC on borrowings from the Warehouse Credit Facilities have decreased as a result of the increasing credit losses in UACC’s portfolio and overall rising interest rates. Any future decreases on available advance rates may have an adverse impact on our liquidity. The Company’s future capital requirements will depend on many factors, including the ability to realize benefits of the Value Maximization Plan, available advance rates on the Warehouse Credit Facilities, our ability to complete additional securitization transactions at terms favorable to us, and our future credit losses. The Company anticipates that existing cash and cash equivalents and UACC's Warehouse Credit Facilities will be sufficient to support the Company’s ongoing operations and obligations, inclusive of the Ecommerce Wind-Down, for at least the next twelve months from the date of issuance of the condensed consolidated financial statements. |
Accounting Standards Issued But Not Yet Adopted | Accounting Standards Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts. The Company adopted the guidance on January 1, 2023 , which did no t have a material impact on the Company's condensed consolidated financial statements and related disclosures. Accounting Standards Issued But Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. The guidance will be effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Company Recognized Revenue and Expense Associated with CFEs in Condensed Consolidated Statements of Operations | During the three months ended March 31, 2024 and 2023, the Company recognized the following revenue and expenses associated with these CFEs in the condensed consolidated statements of operations: Three Months Ended 2024 2023 Interest income $ 18,117 $ 20,628 Interest expense $ ( 4,906 ) $ ( 4,397 ) Realized and unrealized losses, net of recoveries $ ( 15,751 ) $ ( 8,675 ) Noninterest income, net $ 273 $ ( 3,378 ) |
Variable Interest Entities an_2
Variable Interest Entities and Securitizations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Summary of Total Assets and Total Liabilities Associated With Variable Interests in Consolidated VIEs | The following table presents the total assets and total liabilities associated with the Company's variable interests in consolidated VIEs, as classified in the condensed consolidated balance sheets (in thousands): As of March 31, 2024 Securitization Vehicles Warehouse 1 Total Assets: Restricted cash $ 21,581 $ 26,522 $ 48,103 Finance receivables at fair value 239,978 141,360 381,338 Finance receivables held for sale — 450,006 450,006 Interest receivable 4,344 9,064 13,408 Other assets 4,411 6,985 11,396 Total Assets $ 270,314 $ 633,937 $ 904,251 Liabilities: Securitization debt $ 237,899 $ — $ 237,899 Warehouse credit facilities — 516,276 516,276 Other liabilities 3,334 12,713 16,047 Total Liabilities $ 241,233 $ 528,989 $ 770,222 As of December 31, 2023 Securitization Vehicles Warehouse 1 Total Assets: Restricted cash $ 28,458 $ 20,688 $ 49,146 Finance receivables at fair value 316,998 24,446 341,444 Finance receivables held for sale — 457,185 457,185 Interest receivable 6,107 7,586 13,693 Other assets 6,283 6,987 13,270 Total Assets $ 357,846 $ 516,892 $ 874,738 Liabilities: Securitization debt $ 314,095 $ — $ 314,095 Warehouse credit facilities — 421,268 421,268 Other liabilities 4,534 9,801 14,335 Total Liabilities $ 318,629 $ 431,069 $ 749,698 1 Refer to Note 9 – Warehouse Credit Facilities of Consolidated VIEs for further details of the warehouse facilities. |
Summary of Unconsolidated Variable Interest Entities | The following table summarizes the amortized cost, the carrying amount, which is the fair value, and the maximum exposure to losses of UACC's assets related to unconsolidated VIEs (in thousands): As of March 31, 2024 As of December 31, 2023 Aggregate Principal Balance Carrying Value Total Exposure Aggregate Principal Balance Carrying Value Total Exposure Rated notes $ 3,766 $ 3,545 $ 3,545 $ 4,538 $ 4,345 $ 4,345 Certificates — 177 177 — 140 140 Other assets 310 310 310 310 310 310 Total unconsolidated VIEs $ 4,076 $ 4,032 $ 4,032 $ 4,848 $ 4,795 $ 4,795 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Condensed Consolidated Operations and Balance Sheets from Discontinued Operations | The following table summarizes the major income and expense line items from discontinued operations as reported in the condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 Revenue: Retail vehicle, net $ 47,320 $ 135,387 Wholesale vehicle 140,127 13,895 Product, net 1,635 4,158 Total revenue 189,082 153,440 Cost of sales: Retail vehicle 43,673 135,724 Wholesale vehicle 141,800 13,833 Total cost of sales 185,473 149,557 Total gross profit 3,609 3,883 Selling, general and administrative expenses 34,886 57,750 Gain on disposal of long lived assets ( 9,541 ) ( 81 ) Depreciation and amortization 383 3,299 Loss from operations ( 22,119 ) ( 57,085 ) Interest expense 1,578 5,482 Interest income ( 856 ) ( 3,517 ) Loss before provision (benefit) for income taxes ( 22,841 ) ( 59,050 ) Provision for income taxes 99 222 Net loss from discontinued operations $ ( 22,941 ) $ ( 59,272 ) The following table summarizes the major classes of assets and liabilities from discontinued operations as reported in the condensed consolidated balance sheets: As of As of 2024 2023 ASSETS Inventory $ 547 $ 163,250 Property and equipment, net 13,889 19,150 Other assets 3,706 14,137 Assets from discontinued operations $ 18,142 $ 196,537 LIABILITIES AND STOCKHOLDERS’ EQUITY Accounts payable $ 5,387 $ 6,440 Accrued expenses 12,897 27,133 Vehicle floorplan — 151,178 Deferred revenue 531 14,025 Operating lease liabilities 4,900 23,461 Other liabilities 1,578 5,883 Liabilities from discontinued operations $ 25,293 $ 228,120 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2024 2023 Equipment $ 2,815 $ 2,653 Furniture and fixtures 314 503 Leasehold improvements 560 434 Internal-use software 2,647 4,807 Other 857 1,370 7,193 9,767 Accumulated depreciation and amortization ( 4,779 ) ( 4,785 ) Property and equipment, net $ 2,414 $ 4,982 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following (in thousands): March 31, 2024 December 31, 2023 Gross Carrying Value Accumulated Amortization Carrying Value Gross Carrying Value Accumulated Amortization Carrying Value Developed and purchased technology $ 108,700 $ ( 42,299 ) $ 66,401 $ 108,700 $ ( 38,050 ) $ 87,647 Customer relationships 69,400 ( 19,505 ) 49,895 69,400 ( 17,336 ) 60,739 Trademarks and trade names 12,200 ( 3,360 ) 8,840 12,200 ( 3,022 ) 10,524 Total intangible assets $ 190,300 $ ( 65,164 ) $ 125,136 $ 190,300 $ ( 58,408 ) $ 131,892 |
Schedule of Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for intangible assets subsequent to March 31, 2024, consists of the following (in thousands): Year Ending December 31: For remainder of 2024 $ 20,267 2025 27,022 2026 21,979 2027 21,882 2028 21,882 Thereafter 12,104 $ 125,136 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The Company’s other liabilities consisted of the following (in thousands): March 31, December 31, 2024 2023 Warranty and GAP liabilities $ 22,167 $ 21,279 Dealer related liabilities 8,216 6,934 Accrued compensation and benefits 6,952 8,923 Accrued professional services 1,499 2,542 Accrued software and IT costs 740 1,011 Interest payable 5,123 4,183 Insurance payable 1,102 2,142 Other 15,461 14,307 Total other liabilities $ 61,260 $ 61,321 |
Warehouse Credit Facilities o_2
Warehouse Credit Facilities of Consolidated VIEs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Line of Credit Facility [Abstract] | |
Schedule of Terms of the Warehouse Credit Facilities | UACC has four senior secured warehouse facility agreements (the “Warehouse Credit Facilities”) with banking institutions as of March 31, 2024. The Warehouse Credit Facilities are collateralized by eligible finance receivables and available borrowings are computed based on a percentage of eligible finance receivables. As of March 31, 2024 and December 31, 2023, the Company had excess borrowing capacity of $ 53.9 million and $ 56.9 million on UACC's Warehouse Credit Facilities, respectively. The terms of the Warehouse Credit Facilities include the following (in thousands): Facility One Facility Two Facility Three Facility Four Execution date May 30, 2012 November 19, 2013 July 11, 2019 November 18, 2022 Maturity date July 21, 2025 June 2, 2025 August 29, 2025 September 12, 2025 Aggregate borrowings limit $ 200,000 $ 200,000 $ 200,000 $ 225,000 As of March 31, 2024 Aggregate principal balance of finance receivables pledged as collateral $ 201,092 $ 108,112 $ 148,241 $ 215,174 Outstanding balance $ 163,626 $ 60,086 $ 120,929 $ 171,635 Restricted cash $ 9,130 $ 2,692 $ 6,717 $ 7,983 As of December 31, 2023 Aggregate principal balance of finance receivables pledged as collateral $ 223,207 $ 64,970 $ 165,927 $ 92,978 Outstanding balance $ 177,375 $ 51,012 $ 117,264 $ 75,617 Restricted cash $ 8,961 $ 2,550 $ 6,485 $ 2,692 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments | Debt instruments, excluding warehouse credit facilities of consolidated VIEs, which are discussed in Note 9 — Warehouse Credit Facilities of Consolidated VIEs, consisted of the following (in thousands): March 31, December 31, 2024 2023 Convertible senior notes $ 287,175 $ 286,800 Securitization debt of consolidated VIEs 237,899 314,095 Financing of beneficial interest in securitizations 12,758 15,378 Junior subordinated debentures 10,310 10,310 Total debt $ 548,142 $ 626,583 |
Schedule of Securitization Debt of Consolidated VIEs | The securitization debt issued is included in "Long-term debt" on the condensed consolidated balance sheet. The securitization debt of consolidated VIEs consisted of the following (in thousands): As of March 31, 2024 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2022-2-B December 10, 2025 $ 30,324 5.41 % $ 15,287 $ 15,275 United Auto Credit 2022-2-C May 10, 2027 26,533 5.81 % 26,533 26,467 United Auto Credit 2022-2-D January 10, 2028 32,889 6.84 % 32,889 31,271 United Auto Credit 2022-2-E April 10, 2029 33,440 10.00 % 33,440 27,976 United Auto Credit 2023-1-B July 10, 2028 51,157 5.91 % 44,053 43,978 United Auto Credit 2023-1-C July 10, 2028 33,326 6.28 % 33,326 33,143 United Auto Credit 2023-1-D July 10, 2028 35,653 8.00 % 35,653 36,174 United Auto Credit 2023-1-E September 10, 2029 23,256 10.98 % 23,256 23,615 Total rated notes $ 266,578 $ 244,437 $ 237,899 As of December 31, 2023 Series Final Scheduled Payment Date Initial Principal Contractual Interest Rate Outstanding Principal Fair Value United Auto Credit 2021-1-D June 10, 2026 $ 29,380 1.14 % $ 3,246 $ 3,235 United Auto Credit 2021-1-E June 10, 2026 20,800 2.58 % 20,800 20,540 United Auto Credit 2021-1-F September 10, 2027 13,910 4.30 % 13,910 13,644 United Auto Credit 2022-2-B December 10, 2025 30,324 5.41 % 28,786 28,745 United Auto Credit 2022-2-C May 10, 2027 26,533 5.81 % 26,533 26,331 United Auto Credit 2022-2-D January 10, 2028 32,889 6.84 % 32,889 32,642 United Auto Credit 2022-2-E April 10, 2029 33,440 10.00 % 33,440 29,691 United Auto Credit 2023-1-A July 10, 2025 118,598 5.57 % 15,089 15,083 United Auto Credit 2023-1-B July 10, 2028 51,157 5.91 % 51,157 51,019 United Auto Credit 2023-1-C July 10, 2028 33,326 6.28 % 33,326 33,199 United Auto Credit 2023-1-D July 10, 2028 35,653 8.00 % 35,653 36,152 United Auto Credit 2023-1-E September 10, 2029 23,256 10.98 % 23,256 23,814 Total rated notes $ 449,266 $ 318,085 $ 314,095 |
Schedule of Aggregate Principal Balance and Fair Value of Finance Receivables Pledged to Securitization Debt | The aggregate principal balance and the fair value of finance receivables pledged to the securitization debt consists of the following (in thousands): As of March 31, As of December 31, 2024 2023 Aggregate Principal Balance Fair Value Aggregate Principal Balance Fair Value United Auto Credit 2021-1 $ — $ — $ 38,951 $ 35,790 United Auto Credit 2022-2 107,766 94,850 125,072 111,379 United Auto Credit 2023-1 171,318 145,128 197,586 169,829 Total finance receivables of CFEs $ 279,084 $ 239,978 $ 361,609 $ 316,998 |
Financial Instruments and Fai_2
Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s financial assets and liabilities measured at fair value on a recurring basis (in thousands): As of March 31, 2024 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 69,064 $ — $ — $ 69,064 CFE assets: Finance receivables — — 239,978 239,978 Finance receivables at fair value — — 181,301 181,301 Other assets — 3,722 — 3,722 Total financial assets $ 69,064 $ 3,722 $ 421,279 $ 494,065 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 237,899 — 237,899 Total financial liabilities $ — $ 237,899 $ — $ 237,899 As of December 31, 2023 Level 1 Level 2 Level 3 Total Financial Assets Cash and cash equivalents: Money market funds $ 27,121 $ — $ — $ 27,121 CFE assets: Finance receivables — — 316,998 316,998 Finance receivables at fair value — — 31,672 31,672 Other assets — 4,485 — 4,485 Total financial assets $ 27,121 $ 4,485 $ 348,670 $ 380,276 Financial Liabilities CFE liabilities: Securitization debt of consolidated VIEs — 314,095 — 314,095 Total financial liabilities $ — $ 314,095 $ — $ 314,095 |
Schedule of Reconciliation of Financial Assets Measured at Fair Value on a Recurring Basis Using Level 3 Inputs | The following table presents a reconciliation of the financial assets, which were measured at fair value on a recurring basis using Level 3 inputs (in thousands): Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Fair value as of January 1, 2024 $ 316,998 $ 31,672 Transfer within Level 3 categories ( 39,040 ) 39,040 Losses included in realized and unrealized losses ( 14,771 ) ( 7,606 ) Issuances, net of discount — 130,290 Paydowns ( 27,332 ) ( 12,762 ) Other 4,123 667 Fair value as of March 31, 2024 $ 239,978 $ 181,301 Finance Receivables of Consolidated CFEs Finance Receivables at Fair Value Fair value as of January 1, 2023 $ 77,904 $ 75,270 Reclassification of finance receivables held for sale to finance receivables at fair value, net 248,081 — Transfer within Level 3 categories 26,128 ( 26,128 ) Consolidation of VIEs 180,706 — Losses included in realized and unrealized losses ( 12,624 ) ( 10 ) Issuances, net of discount — 3,392 Paydowns ( 32,787 ) ( 9,062 ) Other 4,735 665 Fair value as of March 31, 2023 $ 492,143 $ 44,127 |
Summary of Gains or Losses Recorded Related to Eligible Financial Instruments | The following table presents the gains or losses recorded in "Realized and unrealized losses, net of recoveries" in the condensed consolidated statements of operations related to the eligible financial instruments for which the fair value option was elected (in thousands): Three Months Ended March 31, 2024 2023 Financial Assets Finance receivables of CFEs $ 15,884 $ 9,896 Finance receivables at fair value 4,869 ( 1,412 ) Beneficial interests in securitizations ( 10 ) 661 Financial Liabilities Debt of securitized VIEs ( 2,549 ) ( 1,222 ) Total net loss included in "Realized and unrealized losses, net of recoveries" $ 18,194 $ 7,923 |
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, 2024 Finance Receivables of CFEs at Fair Value Finance Receivables at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 279,084 $ 204,860 Aggregate fair value of finance receivables that are reported at fair value $ 239,978 $ 181,301 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) $ 4,953 $ 1,265 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 4,263 $ 944 As of December 31, 2023 Finance Receivables of CFEs at Fair Value Finance Receivables at Fair Value Aggregate unpaid principal balance included within finance receivables that are reported at fair value $ 361,609 $ 36,207 Aggregate fair value of finance receivables that are reported at fair value $ 316,998 $ 31,672 Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status (90 days or more past due) $ 6,700 $ 717 Aggregate fair value of receivables carried at fair value that are on nonaccrual status (90 days or more past due) $ 5,921 $ 544 |
Summary of Other Relevant Data Related to Debt of Securitized VIEs Carried at Fair Value | The following table presents other relevant data related to securitization debt of consolidated VIEs carried at fair value (in thousands): As of March 31, 2024 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of rated notes of securitized VIEs $ 244,437 Aggregate fair value of rated notes of securitized VIEs $ 237,899 As of December 31, 2023 Securitization debt of consolidated VIEs at Fair Value Aggregate unpaid principal balance of rated notes of securitized VIEs $ 318,085 Aggregate fair value of rated notes of securitized VIEs $ 314,095 |
Summary of Fair Value of Financial Instruments Not Carried at Fair Value | The fair value of the Notes, which are not carried at fair value on the accompanying condensed consolidated balance sheets, was determined utilizing actual bids and offer prices of the Notes in markets that are not active and are classified within Level 2 of the fair value hierarchy. March 31, December 31, 2024 2023 Carrying value $ 287,175 $ 286,800 Fair value $ 149,601 $ 152,506 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments | Information about the Company’s reportable segments are as follows (in thousands): Three Months Ended 2024 2023 UACC CarStory Corporate Total UACC CarStory Corporate Total Interest income $ 51,541 $ — $ ( 464 ) $ 51,077 $ 35,299 $ — $ ( 931 ) $ 34,368 Interest expense: Warehouse credit facility 9,471 — — 9,471 3,099 — — 3,099 Securitization debt 4,869 — — 4,869 4,345 — — 4,345 Total interest expense 14,340 — — 14,340 7,444 — — 7,444 Net interest income 37,201 — ( 464 ) 36,737 27,855 — ( 931 ) 26,924 Realized and unrealized losses, net of recoveries 27,761 — 3,058 30,819 12,272 — 3,456 15,728 Net interest income after losses and recoveries 9,439 — ( 3,521 ) 5,918 15,582 — ( 4,387 ) 11,196 Noninterest (loss) income: Servicing income 2,019 — — 2,019 2,854 — — 2,854 Warranties and GAP income, net 1,610 — ( 11,252 ) ( 9,642 ) 2,203 — 632 2,835 CarStory revenue — 2,979 — 2,979 — 3,170 — 3,170 Gain on debt extinguishment — — — — — — 8,709 8,709 Other income 2,470 173 141 2,784 1,054 48 1,930 3,032 Total noninterest (loss) income 6,099 3,152 ( 11,111 ) ( 1,860 ) 6,111 3,218 11,271 20,600 Expenses: Compensation and benefits 18,788 2,214 3,109 24,110 18,537 2,401 2,284 23,221 Professional fees 876 122 2,345 3,343 2,541 177 2,256 4,973 Software and IT costs 3,097 167 1,358 4,622 2,705 174 2,366 5,246 Depreciation and amortization 6,021 1,605 — 7,626 5,627 1,605 — 7,232 Interest expense on corporate debt 471 — 920 1,391 197 — 1,143 1,340 Impairment charges 2,752 — — 2,752 — — — — Other expenses 2,523 118 1,813 4,454 2,420 149 2,631 5,199 Total expenses 34,529 4,225 9,544 48,298 32,026 4,505 10,681 47,211 Adjusted EBITDA $ ( 10,147 ) $ 559 $ ( 22,564 ) $ ( 32,152 ) $ ( 4,467 ) $ 567 $ ( 12,398 ) $ ( 16,298 ) |
Reconciliation between Reportable Segment Adjusted Ebitda to Consolidated Net Loss from Continuing Operations | The reconciliation between reportable segment Adjusted EBITDA to consolidated net loss from continuing operations is as follows (in thousands): Three Months Ended 2024 2023 Adjusted EBITDA by Segment UACC $ ( 10,147 ) $ ( 4,467 ) CarStory 559 567 Corporate ( 22,564 ) ( 12,398 ) Total $ ( 32,152 ) $ ( 16,298 ) Interest income on cash and cash equivalents 1,005 2,425 Provision for income taxes ( 436 ) ( 54 ) Depreciation and amortization ( 7,626 ) ( 7,232 ) Stock compensation expense ( 1,324 ) ( 1,679 ) Gain on debt extinguishment - 8,709 Impairment charges ( 2,752 ) - Net loss from continuing operations $ ( 44,676 ) $ ( 15,469 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended (in thousands, except share and per share amounts) 2024 2023 Net loss from continuing operations $ ( 44,676 ) $ ( 15,469 ) Net loss from discontinued operations $ ( 22,941 ) $ ( 59,272 ) Net loss $ ( 67,617 ) $ ( 74,741 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,794,303 1,731,636 Net loss per share attributable to common stockholders, continuing operations, basic and diluted $ ( 24.90 ) $ ( 8.93 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted $ ( 12.79 ) $ ( 34.23 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 37.68 ) $ ( 43.16 ) |
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, 2024 2023 Convertible senior notes 64,830 78,326 Stock options 26,042 34,858 Restricted stock units 170,406 191,505 Total 261,278 304,689 |
Revised Consolidated Financia_2
Revised Consolidated Financial Statements Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Summary of Revised Consolidated Financial Statements Information | The following table (in thousands) sets forth the Company’s consolidated results of operations for the three months ended March 31, 2023 and the years ended December 31, 2023 and 2022, which have been retrospectively adjusted for the impact of the immaterial errors identified as well as new financial statement presentation and discontinued operations presentation related to the Ecommerce Wind-Down. Three Months Ended March 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 196,467 $ — $ ( 153,440 ) $ ( 43,026 ) $ — Total cost of sales 157,662 — ( 149,557 ) ( 8,105 ) — Total gross profit 38,805 — ( 3,883 ) ( 34,921 ) — Selling, general and administrative expenses 96,537 ( 303 ) ( 57,672 ) ( 38,562 ) — Depreciation and amortization 10,531 ( 3,299 ) ( 7,232 ) — Loss from operations ( 68,263 ) 303 57,088 10,872 — Gain on debt extinguishment ( 8,709 ) 8,709 — Interest expense 9,919 ( 5,482 ) ( 4,437 ) — Interest income ( 5,942 ) 3,517 2,425 — Other loss, net 11,240 ( 11,240 ) — Interest income 34,368 34,368 Total interest expense 7,444 7,444 Net interest income 26,924 26,924 Realized and unrealized losses, net of recoveries 15,728 15,728 Net interest income after losses and recoveries 11,196 11,196 Total noninterest (loss) income 20,600 20,600 Total expenses 47,211 47,211 Loss before provision (benefit) for income taxes ( 74,771 ) 303 59,053 ( 15,415 ) ( 15,415 ) Provision (benefit) for income taxes 273 ( 219 ) 54 Net loss from continuing operations ( 15,469 ) Net loss from discontinued operations ( 59,272 ) Total net loss $ ( 75,044 ) $ 303 $ ( 74,741 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted ( 8.93 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted ( 34.23 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 43.34 ) $ ( 43.16 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,731,636 1,731,636 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. Year ended December 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 893,203 $ — $ ( 687,215 ) $ ( 205,988 ) $ — Total cost of sales 731,256 — ( 692,037 ) ( 39,219 ) — Total gross profit 161,947 — 4,822 ( 166,769 ) — Selling, general and administrative expenses 340,657 ( 929 ) ( 205,977 ) ( 133,751 ) — Depreciation and amortization 42,769 ( 13,656 ) ( 29,113 ) — Impairment charges 48,748 ( 48,748 ) — Loss from operations ( 270,227 ) 929 273,203 ( 3,905 ) — Gain on debt extinguishment ( 37,878 ) — — 37,878 — Interest expense 45,445 ( 19,556 ) ( 25,889 ) — Interest income ( 21,158 ) 13,218 7,940 — Other loss (income), net 108,289 — — ( 108,289 ) — Interest income $ 178,482 $ 178,482 Total interest expense 41,893 41,893 Net interest income 136,589 136,589 Realized and unrealized losses, net of recoveries 122,541 122,541 Net interest income after losses and recoveries 14,048 14,048 Total noninterest (loss) income 75,126 75,126 Total expenses 173,629 173,629 Loss before provision (benefit) for income taxes ( 364,925 ) 929 279,541 ( 84,455 ) ( 84,455 ) Provision (benefit) for income taxes 615 ( 492 ) 123 Net loss from continuing operations ( 84,578 ) Net loss from discontinued operations ( 280,033 ) Total net loss $ ( 365,540 ) $ 929 ( 364,611 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted ( 48.52 ) Net loss per share attributable to common stockholders, discontinued operations, basic and diluted ( 160.65 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 209.70 ) $ ( 209.17 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,743,128 1,743,128 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. Year ended December 31, 2022 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised Total revenue $ 1,948,901 $ — $ ( 1,774,270 ) $ ( 174,631 ) $ — Total cost of sales 1,704,114 — ( 1,686,340 ) ( 17,774 ) — Total gross profit 244,787 — ( 87,930 ) ( 156,857 ) — Selling, general and administrative expenses 566,387 ( 1,447 ) ( 424,985 ) ( 139,955 ) — Depreciation and amortization 38,290 ( 11,220 ) ( 27,070 ) — Impairment charges 211,873 ( 211,873 ) — Loss from operations ( 571,763 ) 1,447 560,148 10,168 — Gain on debt extinguishment ( 164,684 ) — — 164,684 — Interest expense 40,693 ( 26,831 ) ( 13,862 ) — Interest income ( 19,363 ) 15,934 3,429 — Other loss (income), net 43,181 — ( 43,181 ) — Interest income 91,671 91,671 Total interest expense 9,508 9,508 Net interest income 82,163 82,163 Realized (gain) on sale of finance receivables ( 44,481 ) ( 44,481 ) Realized and unrealized losses, net of recoveries 54,761 54,761 Net interest income after gains, losses and recoveries 71,883 71,883 Total noninterest (loss) income 208,983 208,983 Total expenses 179,965 179,965 (Loss) income before provision (benefit) for income taxes ( 471,590 ) 1,447 571,045 100,901 100,901 Provision (benefit) for income taxes ( 19,680 ) ( 19,680 ) Net income from continuing operations 120,581 Net loss from discontinued operations ( 571,045 ) Total net loss $ ( 451,910 ) $ 1,447 $ ( 450,464 ) Net loss per share attributable to common stockholders, continuing operations, basic and diluted 69.95 Net loss per share attributable to common stockholders, discontinued operations, basic and diluted $ ( 331.26 ) Total net loss per share attributable to common stockholders, basic and diluted $ ( 262.15 ) $ ( 261.31 ) Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted 1,723,843 1,723,843 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. The impacts to our Consolidated Balance Sheets as of December 31, 2023 and 2022 were as follows (in thousands): As of December 31, 2023 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised ASSETS Current Assets: Cash and cash equivalents $ 135,585 $ 135,585 Restricted cash 73,234 73,234 Accounts receivable, net of allowance 9,139 ( 4,413 ) ( 4,726 ) — Finance receivables at fair value 12,501 ( 12,501 ) — Finance receivables held for sale, net 503,546 503,546 Inventory 163,250 ( 163,250 ) — Beneficial interests in securitizations 4,485 ( 4,485 ) — Prepaid expenses and other current assets 50,899 ( 8,818 ) ( 42,081 ) — Total current assets 952,639 — ( 176,481 ) ( 63,793 ) Finance receivables at fair value 336,169 12,501 348,670 Property and equipment, net 24,132 ( 19,150 ) 4,982 Intangible assets, net 131,892 131,892 Operating lease right-of-use assets 7,063 7,063 Interest Receivable 14,484 14,484 Other assets (including other assets of consolidated VIEs of $ 1.8 million) 23,527 ( 906 ) 36,808 59,429 Assets from discontinued operations 196,537 196,537 Total assets $ 1,475,422 $ — $ — $ — $ 1,475,422 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 26,762 $ ( 4,138 ) $ ( 6,439 ) $ ( 16,185 ) $ — Accrued expenses 52,452 ( 27,133 ) ( 25,319 ) — Vehicle floorplan 151,178 ( 151,178 ) — Warehouse credit facilities of consolidated VIEs 421,268 — 421,268 Current portion of long-term debt 172,410 — ( 172,410 ) — Deferred revenue 14,025 ( 14,025 ) — Operating lease liabilities, current 8,737 ( 6,105 ) ( 2,632 ) — Other current liabilities 9,974 ( 1,382 ) ( 5,884 ) ( 2,708 ) — Total current liabilities 856,806 ( 5,520 ) ( 210,764 ) ( 219,254 ) Long-term debt, net of current portion 454,173 — 172,410 626,583 Operating lease liabilities, excluding current portion 25,183 ( 17,356 ) 2,632 10,459 Other long-term liabilities 17,109 — 44,212 61,321 Liabilities from discontinued operations 228,120 228,120 Total liabilities 1,353,271 ( 5,520 ) — — 1,347,751 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.001 par value; 500,000,000 shares authorized as of December 31, 2023; 1,791,286 shares issued and outstanding as of December 31, 2023 2 2 Additional paid-in-capital 2,088,381 2,088,381 Accumulated deficit ( 1,966,232 ) 5,520 ( 1,960,712 ) Total stockholders’ equity 122,151 5,520 — — 127,671 Total liabilities and stockholders’ equity $ 1,475,422 $ — $ — $ — $ 1,475,422 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. As of December 31, 2022 As Reported Adjustments Discontinued Operations Presentation Reclasses (1) As Recasted and Revised ASSETS Current Assets: Cash and cash equivalents $ 398,915 $ 398,915 Restricted cash 73,095 73,095 Accounts receivable, net of allowance 13,967 ( 13,046 ) ( 921 ) 0 Finance receivables at fair value 12,939 ( 12,939 ) — Finance receivables held for sale, net 321,626 321,626 Inventory 320,648 ( 320,648 ) — Beneficial interests in securitizations 20,592 20,592 Prepaid expenses and other current assets 58,327 ( 28,552 ) ( 29,775 ) 0 Total current assets 1,220,109 — ( 362,246 ) ( 43,635 ) 814,228 Finance receivables at fair value 140,235 12,939 153,174 Property and equipment, net 50,201 ( 45,735 ) 4,466 Intangible assets, net 158,910 158,910 Operating lease right-of-use assets 23,568 ( 21,015 ) 2,553 Interest receivable 7,242 7,242 Other assets 26,004 ( 3,246 ) 23,454 46,212 Assets from discontinued operations 432,242 432,242 Total assets $ 1,619,027 $ — $ — $ — $ 1,619,027 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 34,702 $ ( 3,310 ) $ ( 14,523 ) $ ( 16,869 ) $ 0 Accrued expenses 76,795 ( 47,062 ) ( 29,733 ) ( 0 ) Vehicle floorplan 276,988 ( 276,988 ) — Warehouse credit facilities of consolidated VIEs 229,518 229,518 Current portion of long-term debt 47,239 ( 47,239 ) — Deferred revenue 10,655 ( 10,655 ) — Operating lease liabilities, current 9,730 ( 7,352 ) ( 2,378 ) ( 0 ) Other current liabilities 17,693 ( 1,283 ) ( 9,966 ) ( 6,444 ) 0 Total current liabilities 703,320 ( 4,592 ) ( 366,547 ) ( 102,663 ) 229,518 Long-term debt, net of current portion 402,154 47,239 449,393 Operating lease liabilities, excluding current portion 20,129 ( 17,276 ) 2,378 5,231 Other long-term liabilities 18,183 53,046 71,229 Liabilities from discontinued operations 383,823 383,823 Total liabilities 1,143,786 ( 4,592 ) — — 1,139,194 Commitments and contingencies Stockholders’ equity: Common stock, $ 0.001 par value; 500,000,000 shares authorized as of December 31, 2023 and 2022; 1,791,286 and 1,727,525 shares issued and outstanding as of December 31, 2023 and 2022, respectively 2 2 Additional paid-in-capital 2,075,931 2,075,931 Accumulated deficit ( 1,600,692 ) 4,592 ( 1,596,100 ) Total stockholders’ equity 475,241 4,592 — — 479,833 Total liabilities and stockholders’ equity $ 1,619,027 $ — $ — $ — $ — $ — $ — $ 1,619,027 (1) Reflects revised presentation as a result of the Ecommerce Wind-Down. |
Description of Business and B_2
Description of Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended | |
Feb. 13, 2024 | Mar. 31, 2024 | |
Description of Business and Basis of Presentation [Line Items] | ||
Reverse stock split ratio, description | 1-for-80 reverse stock split | every 80 shares of common stock became one of common stock |
Reverse stock split ratio | 0.0125 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | |||
Mar. 31, 2024 USD ($) Facility | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||||
Other comprehensive income (loss) | $ 0 | $ 0 | ||
Valuation allowance for finance receivables classified as held for sale | 32,900,000 | $ 33,800,000 | ||
Aggregate principal balance held for sale at fair value | 140,600,000 | |||
Finance receivables held for sale at fair value | 125,600,000 | 0 | ||
Aggregate principal balance held for investment at fair value | 343,300,000 | |||
Finance receivables held for investment at fair value | 295,700,000 | |||
Cash and cash equivalents | 90,990,000 | 135,585,000 | $ 398,915,000 | |
Restricted cash | $ 49,516,000 | 73,234,000 | $ 73,095,000 | |
ASU 2021-08 | ||||
Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Warehouse Credit Facility | ||||
Accounting Policies [Line Items] | ||||
Restricted cash | $ 26,522,000 | 20,688,000 | ||
Increased borrowing capacity | $ 53,900,000 | 56,900,000 | ||
UACC | ||||
Accounting Policies [Line Items] | ||||
Number of warehouse credit facilities | Facility | 4 | |||
UACC | Warehouse Credit Facility | ||||
Accounting Policies [Line Items] | ||||
Cash deposits included in restricted cash | $ 48,100,000 | |||
Aggregate borrowing limit | $ 825,000,000 | |||
Increased borrowing capacity | 53,900,000 | |||
Outstanding borrowings | $ 516,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Company Recognized Revenue and Expense Associated with CFEs in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policy [Line Items] | ||||
Interest income | $ 51,077 | $ 34,368 | ||
Interest expense | 14,340 | 7,444 | ||
Realized and unrealized losses, net of recoveries | (30,819) | (15,728) | $ (122,541) | $ 54,761 |
Noninterest income, net | (1,860) | 20,600 | $ 75,126 | $ 208,983 |
Consolidated VIEs | ||||
Accounting Policy [Line Items] | ||||
Interest income | 18,117 | 20,628 | ||
Interest expense | (4,906) | (4,397) | ||
Realized and unrealized losses, net of recoveries | (15,751) | (8,675) | ||
Noninterest income, net | $ 273 | $ (3,378) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Residual Interest, 2022-1 Securitization | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of servicing fees earned on outstanding principal balance of finance receivable | 4% | |
Residual Interest, 2022-2 and 2023-1 Securitization | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of servicing fees earned on outstanding principal balance of finance receivable | 3.25% | |
Other Liabilities | ||
Disaggregation Of Revenue [Line Items] | ||
Reserve for chargebacks | $ 13.3 | $ 11.8 |
Other Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Cumulative profit sharing payment recognized | $ 10.4 | $ 22.3 |
Variable Interest Entities an_3
Variable Interest Entities and Securitizations - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Facility | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Variable Interest Entity [Line Items] | |||
Beneficial interests in securitizations | $ 20,592 | ||
UACC | |||
Variable Interest Entity [Line Items] | |||
Risk retention rules percentage | 5% | ||
Number of senior secured warehouse credit facilities | Facility | 4 | ||
Beneficial interests in securitizations | $ 3,700 | $ 4,500 | |
Net proceeds from securitization | $ 260,900 | ||
Collateralized finance receivable | $ 326,400 |
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, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | |||
Restricted cash | $ 49,516 | $ 73,234 | $ 73,095 |
Finance receivables at fair value | 421,279 | 348,670 | |
Finance receivables held for sale, net | 454,189 | 503,546 | 321,626 |
Interest receivable | 14,142 | 14,484 | |
Other assets | 39,708 | 59,429 | 46,212 |
Total assets | 1,222,267 | 1,475,422 | 1,619,027 |
Liabilities: | |||
Warehouse credit facilities | 516,276 | 421,268 | |
Other liabilities | 61,260 | 61,321 | |
Total liabilities | 1,160,780 | 1,347,751 | $ 1,139,194 |
Securitization Vehicles | |||
Assets: | |||
Restricted cash | 21,581 | 28,458 | |
Finance receivables at fair value | 239,978 | 316,998 | |
Interest receivable | 4,344 | 6,107 | |
Other assets | 4,411 | 6,283 | |
Total assets | 270,314 | 357,846 | |
Liabilities: | |||
Securitization debt | 237,899 | 314,095 | |
Other liabilities | 3,334 | 4,534 | |
Total liabilities | 241,233 | 318,629 | |
Warehouse Facilities | |||
Assets: | |||
Restricted cash | 26,522 | 20,688 | |
Finance receivables at fair value | 141,360 | 24,446 | |
Finance receivables held for sale, net | 450,006 | 457,185 | |
Interest receivable | 9,064 | 7,586 | |
Other assets | 6,985 | 6,987 | |
Total assets | 633,937 | 516,892 | |
Liabilities: | |||
Warehouse credit facilities | 516,276 | 421,268 | |
Other liabilities | 12,713 | 9,801 | |
Total liabilities | 528,989 | 431,069 | |
Consolidated VIEs | |||
Assets: | |||
Restricted cash | 48,103 | 49,146 | |
Finance receivables at fair value | 381,338 | 341,444 | |
Finance receivables held for sale, net | 450,006 | 457,185 | |
Interest receivable | 13,408 | 13,693 | |
Other assets | 11,396 | 13,270 | |
Total assets | 904,251 | 874,738 | |
Liabilities: | |||
Securitization debt | 237,899 | 314,095 | |
Warehouse credit facilities | 516,276 | 421,268 | |
Other liabilities | 16,047 | 14,335 | |
Total liabilities | $ 770,222 | $ 749,698 |
Variable Interest Entities an_5
Variable Interest Entities and Securitizations - Summary of Unconsolidated Variable Interest Entity (Details) - Variable Interest Entity Not Primary Beneficiary - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Aggregate Principal Balance | $ 4,076 | $ 4,848 |
Carrying Value | 4,032 | 4,795 |
Total Exposure | 4,032 | 4,795 |
Rated Notes | ||
Variable Interest Entity [Line Items] | ||
Aggregate Principal Balance | 3,766 | 4,538 |
Carrying Value | 3,545 | 4,345 |
Total Exposure | 3,545 | 4,345 |
Certificates | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 177 | 140 |
Total Exposure | 177 | 140 |
Other Assets | ||
Variable Interest Entity [Line Items] | ||
Aggregate Principal Balance | 310 | 310 |
Carrying Value | 310 | 310 |
Total Exposure | $ 310 | $ 310 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Ecommerce Operations and Used Vehicle Dealership Business Wind-down - Discontinued Operations $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Severance and Other Personnel-Related Costs | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Incurred charges | $ 14.7 |
Contract and Lease Termination Costs | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Incurred charges | $ 11.9 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Condensed Consolidated Operations from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | $ 189,082 | $ 153,440 |
Total cost of sales | 185,473 | 149,557 |
Total gross profit | 3,609 | 3,883 |
Selling, general and administrative expenses | 34,886 | 57,750 |
Gain on disposal of long lived assets | (9,541) | (81) |
Depreciation and amortization | 383 | 3,299 |
Loss from operations | (22,119) | (57,085) |
Interest expense | 1,578 | 5,482 |
Interest income | (856) | (3,517) |
Loss before provision (benefit) for income taxes | (22,841) | (59,050) |
Provision for income taxes | 99 | 222 |
Net loss from discontinued operations | (22,941) | (59,272) |
Retail vehicle, net | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 47,320 | 135,387 |
Total cost of sales | 43,673 | 135,724 |
Wholesale vehicle | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | 140,127 | 13,895 |
Total cost of sales | 141,800 | 13,833 |
Product, net | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Total revenue | $ 1,635 | $ 4,158 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Condensed Consolidated Balance Sheet from Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | |||
Inventory | $ 547 | $ 163,250 | |
Property and equipment, net | 13,889 | 19,150 | |
Other assets | 3,706 | 14,137 | |
Assets from discontinued operations | 18,142 | 196,537 | $ 432,242 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |||
Accounts payable | 5,387 | 6,440 | |
Accrued expenses | 12,897 | 27,133 | |
Vehicle floorplan | 151,178 | ||
Deferred revenue | 531 | 14,025 | |
Operating lease liabilities | 4,900 | 23,461 | |
Other liabilities | 1,578 | 5,883 | |
Liabilities from discontinued operations | $ 25,293 | $ 228,120 | $ 383,823 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Net Income (Loss) | $ (67,617) | $ (74,741) | $ (364,611) | $ (450,464) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 7,193 | $ 9,767 | |
Accumulated depreciation and amortization | (4,779) | (4,785) | |
Property and equipment, net | 2,414 | 4,982 | $ 4,466 |
Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,815 | 2,653 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 314 | 503 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 560 | 434 | |
Internal-use Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 2,647 | 4,807 | |
Other | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 857 | $ 1,370 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | $ 7,626 | $ 7,232 |
Impairment charges incurred | 2,752 | |
Property and Equipment, Net | ||
Property Plant And Equipment [Line Items] | ||
Depreciation and amortization | 900 | $ 500 |
Impairment charges incurred | $ 2,700 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 190,300 | $ 190,300 |
Accumulated Amortization | (65,164) | (58,408) |
Carrying Value | 125,136 | 131,892 |
Developed and Purchased Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 108,700 | 108,700 |
Accumulated Amortization | (42,299) | (38,050) |
Carrying Value | 66,401 | 87,647 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 69,400 | 69,400 |
Accumulated Amortization | (19,505) | (17,336) |
Carrying Value | 49,895 | 60,739 |
Trademarks and Trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 12,200 | 12,200 |
Accumulated Amortization | (3,360) | (3,022) |
Carrying Value | $ 8,840 | $ 10,524 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for intangible assets | $ 6.8 | $ 6.8 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
For remainder of 2024 | $ 20,267 | |
2025 | 27,022 | |
2026 | 21,979 | |
2027 | 21,882 | |
2028 | 21,882 | |
Thereafter | 12,104 | |
Carrying Value | $ 125,136 | $ 131,892 |
Other Liabilities - Schedule of
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Warranty and GAP liabilities | $ 22,167 | $ 21,279 |
Dealer related liabilities | 8,216 | 6,934 |
Accrued compensation and benefits | 6,952 | 8,923 |
Accrued professional services | 1,499 | 2,542 |
Accrued software and IT costs | 740 | 1,011 |
Interest payable | 5,123 | 4,183 |
Insurance payable | 1,102 | 2,142 |
Other | 15,461 | 14,307 |
Total other liabilities | $ 61,260 | $ 61,321 |
Warehouse Credit Facilities o_3
Warehouse Credit Facilities of Consolidated VIEs - Additional Information (Details) - Warehouse Credit Facility - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 53.9 | $ 56.9 |
Weighted average interest rate | 7.22% | 6.98% |
Warehouse Credit Facilities o_4
Warehouse Credit Facilities of Consolidated VIEs - Schedule of Terms of the Warehouse Credit Facilities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Restricted cash | $ 49,516 | $ 73,234 | $ 73,095 |
Facility One | |||
Line of Credit Facility [Line Items] | |||
Execution Date | May 30, 2012 | ||
Maturity Date | Jul. 21, 2025 | ||
Aggregate borrowings limit | $ 200,000 | ||
Aggregate principal balance of finance receivables pledged as collateral | 201,092 | 223,207 | |
Outstanding balance | 163,626 | 177,375 | |
Restricted cash | $ 9,130 | 8,961 | |
Facility Two | |||
Line of Credit Facility [Line Items] | |||
Execution Date | Nov. 19, 2013 | ||
Maturity Date | Jun. 02, 2025 | ||
Aggregate borrowings limit | $ 200,000 | ||
Aggregate principal balance of finance receivables pledged as collateral | 108,112 | 64,970 | |
Outstanding balance | 60,086 | 51,012 | |
Restricted cash | $ 2,692 | 2,550 | |
Facility Three | |||
Line of Credit Facility [Line Items] | |||
Execution Date | Jul. 11, 2019 | ||
Maturity Date | Aug. 29, 2025 | ||
Aggregate borrowings limit | $ 200,000 | ||
Aggregate principal balance of finance receivables pledged as collateral | 148,241 | 165,927 | |
Outstanding balance | 120,929 | 117,264 | |
Restricted cash | $ 6,717 | 6,485 | |
Facility Four | |||
Line of Credit Facility [Line Items] | |||
Execution Date | Nov. 18, 2022 | ||
Maturity Date | Sep. 12, 2025 | ||
Aggregate borrowings limit | $ 225,000 | ||
Aggregate principal balance of finance receivables pledged as collateral | 215,174 | 92,978 | |
Outstanding balance | 171,635 | 75,617 | |
Restricted cash | $ 7,983 | $ 2,692 |
Long Term Debt - Schedule of De
Long Term Debt - Schedule of Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Total debt | $ 548,142 | $ 626,583 | $ 449,393 |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Total debt | 287,175 | 286,800 | |
Securitization Debt of Consolidated VIEs | |||
Debt Instrument [Line Items] | |||
Total debt | 237,899 | 314,095 | |
Financing of Beneficial Interest in Securizations | |||
Debt Instrument [Line Items] | |||
Total debt | 12,758 | 15,378 | |
Junior Subordinated Debentures | |||
Debt Instrument [Line Items] | |||
Total debt | $ 10,310 | $ 10,310 |
Long Term Debt - Additional Inf
Long Term Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Dec. 21, 2023 BusinessDays $ / shares | May 03, 2023 USD ($) | Jun. 18, 2021 USD ($) d $ / shares shares | Feb. 29, 2024 USD ($) $ / shares | Jul. 31, 2003 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2022 | Feb. 28, 2024 $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Initial conversion price per share | $ / shares | $ 1 | $ 1 | |||||||||
Repurchases of convertible senior notes | $ 5,883,000 | ||||||||||
Gain on debt extinguishment | 8,709,000 | ||||||||||
Interest expense | $ 1,391,000 | 1,340,000 | |||||||||
Consecutive trading days | BusinessDays | 30 | ||||||||||
Restricted cash | 49,516,000 | $ 73,234,000 | $ 73,095,000 | ||||||||
Expected payments, 2024 | 85,800 | ||||||||||
Expected payments, 2025 | 72,300 | ||||||||||
Expected payments, 2026 | 41,100 | ||||||||||
Expected payments, 2027 | 22,100 | ||||||||||
Expected payments, 2028 | 23,100 | ||||||||||
Redemption price | 73,647,000 | 42,784,000 | |||||||||
Outstanding balance | 548,142,000 | 626,583,000 | $ 449,393,000 | ||||||||
Junior subordinated debentures | $ 10,000,000 | ||||||||||
Junior Subordinated Debentures | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, maturity date | Oct. 07, 2033 | ||||||||||
Outstanding balance | 10,310,000 | 10,310,000 | |||||||||
Percentage of owned finance subsidiary | 100% | ||||||||||
Financing of Beneficial Interest in Securizations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding balance | 12,758,000 | 15,378,000 | |||||||||
SOFR | Junior Subordinated Debentures | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Variable interest rate | 3.05% | ||||||||||
Securitization Debt of Consolidated VIEs | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Restricted cash | 21,600,000 | 28,500,000 | |||||||||
Redemption price | $ 35,600,000 | ||||||||||
UACC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Expected beneficial interests in securitizations pledged as collateral | $ 24,500,000 | ||||||||||
Expected proceeds from beneficial interests in securitizations pledged as collateral | $ 24,100,000 | ||||||||||
Expected repurchases period start, month and year | 2025-03 | ||||||||||
Expected repurchases period end, month and year | 2029-09 | ||||||||||
Investment, Type [Extensible Enumeration] | us-gaap:RepurchaseAgreementsMember | ||||||||||
UACC | Financing of Beneficial Interest in Securizations | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fair value of the collateral pledged amount | 13,100,000 | 15,800,000 | |||||||||
Outstanding balance | $ 12,800,000 | 15,400,000 | |||||||||
Investment, Type [Extensible Enumeration] | us-gaap:RepurchaseAgreementsMember | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Initial conversion price per share | $ / shares | $ 1 | ||||||||||
0.75% Unsecured Convertible Senior Notes Due 2026 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument aggregate principal amount | $ 625,000,000 | ||||||||||
Debt instrument interest rate | 0.75% | ||||||||||
Aggregate principal amount exercise in overallotment option granted to initial purchasers | $ 75,000,000 | ||||||||||
Long-term debt, frequency of periodic payment | semiannually | ||||||||||
Long-term debt, beginning date of payment | Jan. 01, 2022 | ||||||||||
Long-term debt, maturity date | Jul. 01, 2026 | ||||||||||
Long-term debt payment terms | The Notes bear interest at a rate of 0.75% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2022. | ||||||||||
Net proceeds from offering, after deducting commissions paid to initial purchasers and debt issuance costs paid to third-parties | $ 608,900,000 | ||||||||||
Debt conversion, each principal amount initially be convertible | $ 1,000 | ||||||||||
Initial conversion price per share | $ / shares | $ 4,480.29 | ||||||||||
Debt instrument conversion date | Apr. 01, 2026 | ||||||||||
Aggregate principal amount | 14,600,000 | ||||||||||
Repurchases of convertible senior notes | 5,900,000 | ||||||||||
Gain on debt extinguishment | 8,700,000 | ||||||||||
Unamortized debt discount and debt issuance costs | $ 3,300,000 | 3,700,000 | |||||||||
Net carrying value of debt | 287,200,000 | $ 286,800,000 | |||||||||
Interest expense | $ 900,000 | $ 1,100,000 | |||||||||
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% | ||||||||||
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% | ||||||||||
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% | ||||||||||
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% | ||||||||||
0.75% Unsecured Convertible Senior Notes Due 2026 | Common Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt conversion, for each principal amount conversion to shares | shares | 0.2232 |
Long Term Debt - Schedule of Se
Long Term Debt - Schedule of Securitization Debt of Consolidated VIEs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
United Auto Credit 2021-1-D | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jun. 10, 2026 | |
Initial Principal | $ 29,380 | |
Contractual Interest Rate | 1.14% | |
Outstanding Principal | $ 3,246 | |
Fair Value | $ 3,235 | |
United Auto Credit 2021-1-E | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jun. 10, 2026 | |
Initial Principal | $ 20,800 | |
Contractual Interest Rate | 2.58% | |
Outstanding Principal | $ 20,800 | |
Fair Value | $ 20,540 | |
United Auto Credit 2021-1-F | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Sep. 10, 2027 | |
Initial Principal | $ 13,910 | |
Contractual Interest Rate | 4.30% | |
Outstanding Principal | $ 13,910 | |
Fair Value | $ 13,644 | |
United Auto Credit 2022-2-B | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Dec. 10, 2025 | Dec. 10, 2025 |
Initial Principal | $ 30,324 | $ 30,324 |
Contractual Interest Rate | 5.41% | 5.41% |
Outstanding Principal | $ 15,287 | $ 28,786 |
Fair Value | $ 15,275 | $ 28,745 |
United Auto Credit 2022-2-C | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | May 10, 2027 | May 10, 2027 |
Initial Principal | $ 26,533 | $ 26,533 |
Contractual Interest Rate | 5.81% | 5.81% |
Outstanding Principal | $ 26,533 | $ 26,533 |
Fair Value | $ 26,467 | $ 26,331 |
United Auto Credit 2022-2-D | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jan. 10, 2028 | Jan. 10, 2028 |
Initial Principal | $ 32,889 | $ 32,889 |
Contractual Interest Rate | 6.84% | 6.84% |
Outstanding Principal | $ 32,889 | $ 32,889 |
Fair Value | $ 31,271 | $ 32,642 |
United Auto Credit 2022-2-E | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Apr. 10, 2029 | Apr. 10, 2029 |
Initial Principal | $ 33,440 | $ 33,440 |
Contractual Interest Rate | 10% | 10% |
Outstanding Principal | $ 33,440 | $ 33,440 |
Fair Value | $ 27,976 | $ 29,691 |
United Auto Credit 2023-1-A | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jul. 10, 2025 | |
Initial Principal | $ 118,598 | |
Contractual Interest Rate | 5.57% | |
Outstanding Principal | $ 15,089 | |
Fair Value | $ 15,083 | |
United Auto Credit 2023-1-B | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jul. 10, 2028 | Jul. 10, 2028 |
Initial Principal | $ 51,157 | $ 51,157 |
Contractual Interest Rate | 5.91% | 5.91% |
Outstanding Principal | $ 44,053 | $ 51,157 |
Fair Value | $ 43,978 | $ 51,019 |
United Auto Credit 2023-1-C | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jul. 10, 2028 | Jul. 10, 2028 |
Initial Principal | $ 33,326 | $ 33,326 |
Contractual Interest Rate | 6.28% | 6.28% |
Outstanding Principal | $ 33,326 | $ 33,326 |
Fair Value | $ 33,143 | $ 33,199 |
United Auto Credit 2023-1-D | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Jul. 10, 2028 | Jul. 10, 2028 |
Initial Principal | $ 35,653 | $ 35,653 |
Contractual Interest Rate | 8% | 8% |
Outstanding Principal | $ 35,653 | $ 35,653 |
Fair Value | $ 36,174 | $ 36,152 |
United Auto Credit 2023-1-E | ||
Debt Instrument [Line Items] | ||
Final Scheduled Payment Date | Sep. 10, 2029 | Sep. 10, 2029 |
Initial Principal | $ 23,256 | $ 23,256 |
Contractual Interest Rate | 10.98% | 10.98% |
Outstanding Principal | $ 23,256 | $ 23,256 |
Fair Value | 23,615 | 23,814 |
Total Rated Notes | ||
Debt Instrument [Line Items] | ||
Initial Principal | 266,578 | 449,266 |
Outstanding Principal | 244,437 | 318,085 |
Fair Value | $ 237,899 | $ 314,095 |
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) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Asset Pledged as Collateral without Right | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Balance | $ 279,084 | $ 361,609 |
Asset Pledged as Collateral with Right | ||
Debt Instrument [Line Items] | ||
Fair Value | 239,978 | 316,998 |
United Auto Credit 2021-1 | Asset Pledged as Collateral without Right | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Balance | 38,951 | |
United Auto Credit 2021-1 | Asset Pledged as Collateral with Right | ||
Debt Instrument [Line Items] | ||
Fair Value | 35,790 | |
United Auto Credit 2022-2 | Asset Pledged as Collateral without Right | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Balance | 107,766 | 125,072 |
United Auto Credit 2022-2 | Asset Pledged as Collateral with Right | ||
Debt Instrument [Line Items] | ||
Fair Value | 94,850 | 111,379 |
United Auto Credit 2023-1 | Asset Pledged as Collateral without Right | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Balance | 171,318 | 197,586 |
United Auto Credit 2023-1 | Asset Pledged as Collateral with Right | ||
Debt Instrument [Line Items] | ||
Fair Value | $ 145,128 | $ 169,829 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||
Feb. 29, 2024 $ / shares | Feb. 28, 2024 $ / shares | Feb. 13, 2024 | Dec. 21, 2023 BusinessDays $ / shares | Mar. 31, 2024 | May 06, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |||||||
Consecutive trading days | BusinessDays | 30 | ||||||
Common stock bid price | $ / shares | $ 1 | $ 1 | |||||
Reverse stock split ratio, description | 1-for-80 reverse stock split | every 80 shares of common stock became one of common stock | |||||
Reverse stock split ratio | 0.0125 | ||||||
Consecutive business days | 30 days | ||||||
Civil Penalties | |||||||
Loss Contingencies [Line Items] | |||||||
Civil penalties/attorney's fees | $ 2 | ||||||
Attorneys' Fees | |||||||
Loss Contingencies [Line Items] | |||||||
Civil penalties/attorney's fees | $ 1 | ||||||
Customer Redress | |||||||
Loss Contingencies [Line Items] | |||||||
Civil penalties/attorney's fees | $ 1 | ||||||
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Consecutive business days | 11 days | ||||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Common stock bid price | $ / shares | $ 1 |
Preferred Stock and Stockhold_2
Preferred Stock and Stockholders' Equity - Additional Information (Details) | 3 Months Ended | |||||
Feb. 13, 2024 $ / shares shares | Dec. 01, 2023 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 11, 2020 shares | |
Class of Stock [Line Items] | ||||||
Preferred stock, authorized | 10,000,000 | |||||
Preferred stock, issued | 0 | |||||
Preferred Stock, outstanding | 0 | |||||
Reverse stock split ratio | 0.0125 | |||||
Reverse stock split ratio, description | 1-for-80 reverse stock split | every 80 shares of common stock became one of common stock | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, voting rights | one vote | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||
At-The Market Offering | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.001 | |||||
At-The Market Offering | Maximum | ||||||
Class of Stock [Line Items] | ||||||
Aggregate gross sales proceeds | $ | $ 47,500,000 | |||||
Gross sales proceeds from offering | $ | $ 50,000,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
May 20, 2022 | May 28, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock, shares registered for future issuance | 209,299 | ||||
Stock-based compensation expense | $ 1,324 | $ 1,679 | |||
2020 Incentive Award Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for future issuance | 94,624 | ||||
2020 Incentive Award Plan | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares authorized for issuance | 37,739 | ||||
Percentage of shares of common stock outstanding as-converted basis | 4% | ||||
Inducement Award Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Company's common stock shares reserved for issuance | 37,500 | ||||
Shares available for future issuance | 31,501 | ||||
RSUs | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award acceleration period | 12 months | ||||
Stock-based compensation expense | $ 1,300 | $ 1,700 | |||
Unrecognized stock-based compensation expense | $ 6,000 | $ 4,400 | |||
Unrecognized stock-based compensation weighted-average period | 1 year 1 month 6 days | 1 year 2 months 12 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) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 494,065 | $ 380,276 |
Other assets | 3,722 | 4,485 |
Total financial liabilities | 237,899 | 314,095 |
Securitization Debt of Consolidated VIEs | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 237,899 | 314,095 |
Finance Receivables | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 239,978 | 316,998 |
Finance Receivables at Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 181,301 | 31,672 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 69,064 | 27,121 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 69,064 | 27,121 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 69,064 | 27,121 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 3,722 | 4,485 |
Other assets | 3,722 | 4,485 |
Total financial liabilities | 237,899 | 314,095 |
Level 2 | Securitization Debt of Consolidated VIEs | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial liabilities | 237,899 | 314,095 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 421,279 | 348,670 |
Level 3 | Finance Receivables | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 239,978 | 316,998 |
Level 3 | Finance Receivables at Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 181,301 | $ 31,672 |
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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finance Receivables of Consolidated CFEs | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Losses included in realized and unrealized losses | $ 15,884 | $ 9,896 |
Finance Receivables of Consolidated CFEs | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Beginning Balance | 316,998 | 77,904 |
Reclassification of finance receivables held for sale to finance receivables at fair value, net | 248,081 | |
Transfer within Level 3 categories | (39,040) | 26,128 |
Consolidation of VIEs | 180,706 | |
Losses included in realized and unrealized losses | (14,771) | (12,624) |
Paydowns | (27,332) | (32,787) |
Other | 4,123 | 4,735 |
Fair Value, Ending Balance | 239,978 | 492,143 |
Finance Receivables at Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Losses included in realized and unrealized losses | 4,869 | (1,412) |
Finance Receivables at Fair Value | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Beginning Balance | 31,672 | 75,270 |
Transfer within Level 3 categories | 39,040 | (26,128) |
Losses included in realized and unrealized losses | (7,606) | (10) |
Issuances, net of discount | 130,290 | 3,392 |
Paydowns | (12,762) | (9,062) |
Other | 667 | 665 |
Fair Value, Ending Balance | $ 181,301 | $ 44,127 |
Financial Instruments and Fai_5
Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Finance receivables held for sale, Fair Value | $ 125,600,000 | $ 0 | ||
Finance receivable fair value on non-recurring basis | 35,100,000 | 34,800,000 | ||
Finance receivables held for sale, carrying value | 454,189,000 | 503,546,000 | $ 321,626,000 | |
Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Finance receivables held for sale, carrying value | 419,100,000 | |||
Finance receivables held for sale, fair Value | $ 419,100,000 | $ 468,800,000 | ||
2022-2 Securitization | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Finance receivables | $ 180,700,000 | |||
2023-1 Securitization | Level 3 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Finance receivables held for sale, Fair Value | $ 248,100,000 |
Financial Instruments and Fai_6
Financial Instruments and Fair Value Measurements - Summary of Gains or Losses Recorded Related to Eligible Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Total net loss included in "Realized and unrealized losses, net of recoveries" | $ 18,194 | $ 7,923 |
Fair Value, Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Investments | Gain (Loss) on Investments |
Debt of securitized VIEs | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Financial Liabilities Gain (Loss) | $ (2,549) | $ (1,222) |
Finance Receivables of CFEs | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Financial Assets Gain (Loss) | 15,884 | 9,896 |
Finance Receivables at Fair Value | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Financial Assets Gain (Loss) | 4,869 | (1,412) |
Beneficial Interests in Securitizations | ||
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items] | ||
Financial Assets Gain (Loss) | $ (10) | $ 661 |
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) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finance Receivables of Consolidated CFEs | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Aggregate unpaid principal balance included within finance receivables that are reported at fair value | $ 279,084 | $ 361,609 |
Aggregate fair value of finance receivables reported at fair value | 239,978 | 316,998 |
Finance Receivables of Consolidated CFEs | 90 Days or More Past Due | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status | 4,953 | 6,700 |
Aggregate fair value of receivables carried at fair value that are on nonaccrual status | 4,263 | 5,921 |
Finance Receivables at Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Aggregate unpaid principal balance included within finance receivables that are reported at fair value | 204,860 | 36,207 |
Aggregate fair value of finance receivables reported at fair value | 181,301 | 31,672 |
Finance Receivables at Fair Value | 90 Days or More Past Due | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Unpaid principal balance of receivables within finance receivables that are reported at fair value and are on nonaccrual status | 1,265 | 717 |
Aggregate fair value of receivables carried at fair value that are on nonaccrual status | $ 944 | $ 544 |
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 - Rated Notes - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Aggregate unpaid principal balance of rated notes of securitized VIEs | $ 244,437 | $ 318,085 |
Aggregate fair value of rated notes of securitized VIEs | $ 237,899 | $ 314,095 |
Financial Instruments and Fai_9
Financial Instruments and Fair Value Measurements - Summary of Fair Value of Financial Instruments Not Carried at Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible Senior Notes, Carrying value | $ 287,175 | $ 286,800 |
Convertible Senior Notes, Fair value | $ 149,601 | $ 152,506 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Segment assets | $ | $ 0 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Interest income | $ 51,077 | $ 34,368 | ||
Warehouse credit facility | 9,471 | 3,099 | ||
Securitization debt | 4,869 | 4,345 | ||
Total interest expense | 14,340 | 7,444 | ||
Net interest income | 36,737 | 26,924 | $ 136,589 | $ 82,163 |
Realized and unrealized losses, net of recoveries | 30,819 | 15,728 | 122,541 | (54,761) |
Net interest income after losses and recoveries | 5,918 | 11,196 | 14,048 | 71,883 |
Servicing income | 2,019 | 2,854 | ||
Warranties and GAP income, net | (9,642) | 2,835 | ||
CarStory revenue | 2,979 | 3,170 | ||
Gain on debt extinguishment | 8,709 | |||
Other income | 2,784 | 3,032 | ||
Total noninterest (loss) income | (1,860) | 20,600 | 75,126 | 208,983 |
Compensation and benefits | 24,110 | 23,221 | ||
Professional fees | 3,343 | 4,973 | ||
Software and IT costs | 4,622 | 5,246 | ||
Depreciation and amortization | 7,626 | 7,232 | ||
Interest expense on corporate debt | 1,391 | 1,340 | ||
Impairment charges | 2,752 | |||
Other expenses | 4,454 | 5,199 | ||
Total expenses | 48,298 | 47,211 | $ 173,629 | $ 179,965 |
Adjusted EBITDA | (32,152) | (16,298) | ||
Operating Segments | UACC | ||||
Segment Reporting Information [Line Items] | ||||
Interest income | 51,541 | 35,299 | ||
Warehouse credit facility | 9,471 | 3,099 | ||
Securitization debt | 4,869 | 4,345 | ||
Total interest expense | 14,340 | 7,444 | ||
Net interest income | 37,201 | 27,855 | ||
Realized and unrealized losses, net of recoveries | 27,761 | 12,272 | ||
Net interest income after losses and recoveries | 9,439 | 15,582 | ||
Servicing income | 2,019 | 2,854 | ||
Warranties and GAP income, net | 1,610 | 2,203 | ||
Other income | 2,470 | 1,054 | ||
Total noninterest (loss) income | 6,099 | 6,111 | ||
Compensation and benefits | 18,788 | 18,537 | ||
Professional fees | 876 | 2,541 | ||
Software and IT costs | 3,097 | 2,705 | ||
Depreciation and amortization | 6,021 | 5,627 | ||
Interest expense on corporate debt | 471 | 197 | ||
Impairment charges | 2,752 | |||
Other expenses | 2,523 | 2,420 | ||
Total expenses | 34,529 | 32,026 | ||
Adjusted EBITDA | (10,147) | (4,467) | ||
Operating Segments | CarStory | ||||
Segment Reporting Information [Line Items] | ||||
CarStory revenue | 2,979 | 3,170 | ||
Other income | 173 | 48 | ||
Total noninterest (loss) income | 3,152 | 3,218 | ||
Compensation and benefits | 2,214 | 2,401 | ||
Professional fees | 122 | 177 | ||
Software and IT costs | 167 | 174 | ||
Depreciation and amortization | 1,605 | 1,605 | ||
Other expenses | 118 | 149 | ||
Total expenses | 4,225 | 4,505 | ||
Adjusted EBITDA | 559 | 567 | ||
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Interest income | (464) | (931) | ||
Net interest income | (464) | (931) | ||
Realized and unrealized losses, net of recoveries | 3,058 | 3,456 | ||
Net interest income after losses and recoveries | (3,521) | (4,387) | ||
Warranties and GAP income, net | (11,252) | 632 | ||
Gain on debt extinguishment | 8,709 | |||
Other income | 141 | 1,930 | ||
Total noninterest (loss) income | (11,111) | 11,271 | ||
Compensation and benefits | 3,109 | 2,284 | ||
Professional fees | 2,345 | 2,256 | ||
Software and IT costs | 1,358 | 2,366 | ||
Interest expense on corporate debt | 920 | 1,143 | ||
Other expenses | 1,813 | 2,631 | ||
Total expenses | 9,544 | 10,681 | ||
Adjusted EBITDA | $ (22,564) | $ (12,398) |
Segment Information - Reconcili
Segment Information - Reconciliation between Reportable Segment Adjusted EBITDA to Consolidated Net Loss from Coninuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Adjusted EBITDA by Segment | ||||
Total | $ (32,152) | $ (16,298) | ||
Interest income on cash and cash equivalents | 1,005 | 2,425 | ||
Provision for income taxes | (436) | (54) | $ (123) | $ 19,680 |
Depreciation and amortization | (7,626) | (7,232) | ||
Stock compensation expense | (1,324) | (1,679) | ||
Gain on debt extinguishment | 8,709 | |||
Impairment charges | (2,752) | |||
Net loss from continuing operations | (44,676) | (15,469) | ||
Corporate | ||||
Adjusted EBITDA by Segment | ||||
Total | (22,564) | (12,398) | ||
Gain on debt extinguishment | 8,709 | |||
UACC | Operating Segments | ||||
Adjusted EBITDA by Segment | ||||
Total | (10,147) | (4,467) | ||
Depreciation and amortization | (6,021) | (5,627) | ||
Impairment charges | (2,752) | |||
CarStory | Operating Segments | ||||
Adjusted EBITDA by Segment | ||||
Total | 559 | 567 | ||
Depreciation and amortization | $ (1,605) | $ (1,605) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Taxes [Line Items] | |||
Effective tax rate from continuing operations | (1.00%) | (0.35%) | |
Uncertain tax positions | $ 0 | $ 0 | |
Interest accrued in relation to uncertain tax positions | $ 0 | $ 0 |
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 | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss from continuing operations | $ (44,676) | $ (15,469) | ||
Net loss from discontinued operations | (22,941) | (59,272) | ||
Net loss | $ (67,617) | $ (74,741) | $ (364,611) | $ (450,464) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
Net loss per share attributable to common stockholders, continuing operations, basic | $ (24.9) | $ (8.93) | $ (48.52) | $ 69.95 |
Net loss per share attributable to common stockholders, continuing operations, diluted | (24.9) | (8.93) | (48.52) | 69.95 |
Net loss per share attributable to common stockholders, Discontinued operations, basic | (12.79) | (34.23) | (160.65) | (331.26) |
Net loss per share attributable to common stockholders, Discontinued operations, diluted | (12.79) | (34.23) | (160.65) | (331.26) |
Total net loss per share attributable to common stockholders, basic | (37.68) | (43.16) | (209.17) | (261.31) |
Total net loss per share attributable to common stockholders, diluted | $ (37.68) | $ (43.16) | $ (209.17) | $ (261.31) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Calculation of Diluted Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Potentially dilutive shares not included in calculation of diluted shares outstanding | 261,278 | 304,689 |
Employee Stock Option | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 26,042 | 34,858 |
Restricted Stock Units | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 170,406 | 191,505 |
Convertible Senior Notes | ||
Potentially dilutive shares not included in calculation of diluted shares outstanding | 64,830 | 78,326 |
Revised Consolidated Financia_3
Revised Consolidated Financial Statements Information - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other current liabilities | $ 0 | |
Accounts payable | 0 | |
Error Correction, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other current liabilities | $ 1,400 | |
Accounts payable | 4,100 | |
Operating expenses | $ 5,500 | $ 4,600 |
Revised Consolidated Financia_4
Revised Consolidated Financial Statements Information - Consolidated Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Selling, general and administrative expenses | $ 0 | |||
Depreciation and amortization | $ 7,626 | $ 7,232 | ||
Impairment charges | 2,752 | |||
Loss from operations | 0 | |||
Gain on debt extinguishment | 8,709 | |||
Interest expense | 14,340 | 7,444 | ||
Interest income | (51,077) | (34,368) | ||
Interest income | 34,368 | 178,482 | $ 91,671 | |
Total interest expense | 7,444 | 41,893 | 9,508 | |
Net interest income | 36,737 | 26,924 | 136,589 | 82,163 |
Realized (gain) on sale of finance receivables | 44,481 | |||
Realized and unrealized losses, net of recoveries | 30,819 | 15,728 | 122,541 | (54,761) |
Net Interest Income After Losses and Recoveries | 5,918 | 11,196 | 14,048 | 71,883 |
Total noninterest (loss) income | (1,860) | 20,600 | 75,126 | 208,983 |
Total expenses | 48,298 | 47,211 | 173,629 | 179,965 |
Loss from continuing operations before provision for income taxes | (44,240) | (15,415) | (84,455) | 100,901 |
Provision (benefit) for income taxes from continuing operations | 436 | 54 | 123 | (19,680) |
Net loss | (44,676) | (15,469) | ||
Net loss from continuing operations | (15,469) | (84,578) | 120,581 | |
Net loss from discontinued operations | (59,272) | (280,033) | (571,045) | |
Net Income (Loss) | $ (67,617) | $ (74,741) | $ (364,611) | $ (450,464) |
Net loss per share attributable to common stockholders, continuing operations, basic | $ (24.9) | $ (8.93) | $ (48.52) | $ 69.95 |
Net loss per share attributable to common stockholders, continuing operations, diluted | (24.9) | (8.93) | (48.52) | 69.95 |
Net loss per share attributable to common stockholders, Discontinued operations, basic | (12.79) | (34.23) | (160.65) | (331.26) |
Net loss per share attributable to common stockholders, Discontinued operations, diluted | (12.79) | (34.23) | (160.65) | (331.26) |
Total net loss per share attributable to common stockholders, basic | (37.68) | (43.16) | (209.17) | (261.31) |
Total net loss per share attributable to common stockholders, diluted | $ (37.68) | $ (43.16) | $ (209.17) | $ (261.31) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 1,794,303 | 1,731,636 | 1,743,128 | 1,723,843 |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | $ 196,467 | $ 893,203 | $ 1,948,901 | |
Cost of sales | 157,662 | 731,256 | 1,704,114 | |
Total gross profit | 38,805 | 161,947 | 244,787 | |
Selling, general and administrative expenses | 96,537 | 340,657 | 566,387 | |
Depreciation and amortization | 10,531 | 42,769 | 38,290 | |
Impairment charges | 48,748 | 211,873 | ||
Loss from operations | (68,263) | (270,227) | (571,763) | |
Gain on debt extinguishment | (8,709) | (37,878) | (164,684) | |
Interest expense | 9,919 | 45,445 | 40,693 | |
Interest income | (5,942) | (21,158) | (19,363) | |
Other loss (income), net | 11,240 | 108,289 | (43,181) | |
Loss from continuing operations before provision for income taxes | (74,771) | (364,925) | (471,590) | |
Provision (benefit) for income taxes from continuing operations | 273 | 615 | (19,680) | |
Net Income (Loss) | $ (75,044) | $ (365,540) | $ (451,910) | |
Total net loss per share attributable to common stockholders, basic | $ (43.34) | $ (209.7) | $ (262.15) | |
Total net loss per share attributable to common stockholders, diluted | $ (43.34) | $ (209.7) | $ (262.15) | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic | 1,731,636 | 1,743,128 | 1,723,843 | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, diluted | 1,731,636 | 1,743,128 | 1,723,843 | |
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Selling, general and administrative expenses | $ 303 | $ (929) | $ (1,447) | |
Loss from operations | (303) | 929 | 1,447 | |
Loss from continuing operations before provision for income taxes | (303) | 929 | 1,447 | |
Net Income (Loss) | 303 | 929 | 1,447 | |
Presentation Reclasses | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | (43,026) | (205,988) | (174,631) | |
Cost of sales | (8,105) | (39,219) | (17,774) | |
Total gross profit | (34,921) | (166,769) | (156,857) | |
Selling, general and administrative expenses | (38,562) | (133,751) | (139,955) | |
Depreciation and amortization | (7,232) | (29,113) | (27,070) | |
Loss from operations | 10,872 | (3,905) | 10,168 | |
Gain on debt extinguishment | 8,709 | 37,878 | 164,684 | |
Interest expense | (4,437) | (25,889) | (13,862) | |
Interest income | 2,425 | 7,940 | 3,429 | |
Other loss (income), net | (11,240) | (108,289) | 43,181 | |
Interest income | 34,368 | 178,482 | 91,671 | |
Total interest expense | 7,444 | 41,893 | 9,508 | |
Net interest income | 26,924 | 136,589 | 82,163 | |
Realized (gain) on sale of finance receivables | (44,481) | |||
Realized and unrealized losses, net of recoveries | 15,728 | 122,541 | (54,761) | |
Net Interest Income After Losses and Recoveries | 11,196 | 14,048 | 71,883 | |
Total noninterest (loss) income | 20,600 | 75,126 | 208,983 | |
Total expenses | 47,211 | 173,629 | 179,965 | |
Loss from continuing operations before provision for income taxes | (15,415) | (84,455) | 100,901 | |
Discontinued Operations | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Total revenue | (153,440) | (687,215) | (1,774,270) | |
Cost of sales | (149,557) | (692,037) | (1,686,340) | |
Total gross profit | (3,883) | 4,822 | (87,930) | |
Selling, general and administrative expenses | 57,672 | 205,977 | 424,985 | |
Depreciation and amortization | 3,299 | 13,656 | 11,220 | |
Impairment charges | (48,748) | (211,873) | ||
Loss from operations | 57,088 | 273,203 | 560,148 | |
Interest expense | (5,482) | (19,556) | (26,831) | |
Interest income | (3,517) | (13,218) | (15,934) | |
Loss from continuing operations before provision for income taxes | 59,053 | 279,541 | $ 571,045 | |
Provision (benefit) for income taxes from continuing operations | $ (219) | $ (492) |
Revised Consolidated Financia_5
Revised Consolidated Financial Statements Information - Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||||
Cash and cash equivalents | $ 90,990 | $ 135,585 | $ 398,915 | |
Restricted cash | 49,516 | 73,234 | 73,095 | |
Accounts receivable, net of allowance | 0 | |||
Finance receivables at fair value | 421,279 | 348,670 | ||
Finance receivables held for sale, net | 454,189 | 503,546 | 321,626 | |
Beneficial interests in securitizations | 20,592 | |||
Prepaid expenses and other current assets | 0 | |||
Assets, Current, Total | 814,228 | |||
Finance receivables at fair value | 348,670 | 153,174 | ||
Property and equipment, net | 2,414 | 4,982 | 4,466 | |
Intangible assets, net | 125,136 | 131,892 | 158,910 | |
Operating lease right-of-use assets | 6,751 | 7,063 | 2,553 | |
Interest Receivable | 14,484 | 7,242 | ||
Other assets | 39,708 | 59,429 | 46,212 | |
Assets from discontinued operations | 18,142 | 196,537 | 432,242 | |
Total assets | 1,222,267 | 1,475,422 | 1,619,027 | |
Current Liabilities: | ||||
Accounts payable | 0 | |||
Accrued expenses | 0 | |||
Warehouse credit facilities of consolidated VIEs | 421,268 | 229,518 | ||
Operating lease liabilities, current | 0 | |||
Other current liabilities | 0 | |||
Liabilities, Current, Total | 229,518 | |||
Long-term debt (including securitization debt of consolidated VIEs of $238.0 million and $314.1 million at fair value, respectively) | 548,142 | 626,583 | 449,393 | |
Operating lease liabilities, excluding current portion | 10,459 | 5,231 | ||
Other long-term liabilities | 61,321 | 71,229 | ||
Liabilities from discontinued operations | 25,293 | 228,120 | 383,823 | |
Total liabilities | 1,160,780 | 1,347,751 | 1,139,194 | |
Commitments and Contingencies | ||||
Stockholders' equity: | ||||
Common stock, $0.001 par value; 500,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 1,795,626 and 1,791,286 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2 | 2 | 2 | |
Additional paid-in-capital | 2,089,814 | 2,088,381 | 2,075,931 | |
Accumulated deficit | (2,028,329) | (1,960,712) | (1,596,100) | |
Total stockholders' equity | 61,487 | 127,671 | $ 407,133 | 479,833 |
Total liabilities and stockholders' equity | $ 1,222,267 | 1,475,422 | 1,619,027 | |
As Reported | ||||
Current Assets: | ||||
Cash and cash equivalents | 135,585 | 398,915 | ||
Restricted cash | 73,234 | 73,095 | ||
Accounts receivable, net of allowance | 9,139 | 13,967 | ||
Finance receivables at fair value | 12,501 | 12,939 | ||
Finance receivables held for sale, net | 503,546 | 321,626 | ||
Inventory | 163,250 | 320,648 | ||
Beneficial interests in securitizations | 4,485 | 20,592 | ||
Prepaid expenses and other current assets | 50,899 | 58,327 | ||
Assets, Current, Total | 952,639 | 1,220,109 | ||
Finance receivables at fair value | 336,169 | 140,235 | ||
Property and equipment, net | 24,132 | 50,201 | ||
Intangible assets, net | 131,892 | 158,910 | ||
Operating lease right-of-use assets | 7,063 | 23,568 | ||
Other assets | 23,527 | 26,004 | ||
Total assets | 1,475,422 | 1,619,027 | ||
Current Liabilities: | ||||
Accounts payable | 26,762 | 34,702 | ||
Accrued expenses | 52,452 | 76,795 | ||
Vehicle floorplan | 151,178 | 276,988 | ||
Warehouse credit facilities of consolidated VIEs | 421,268 | 229,518 | ||
Current portion of long term debt | 172,410 | 47,239 | ||
Deferred revenue | 14,025 | 10,655 | ||
Operating lease liabilities, current | 8,737 | 9,730 | ||
Other current liabilities | 9,974 | 17,693 | ||
Liabilities, Current, Total | 856,806 | 703,320 | ||
Long-term debt (including securitization debt of consolidated VIEs of $238.0 million and $314.1 million at fair value, respectively) | 454,173 | 402,154 | ||
Operating lease liabilities, excluding current portion | 25,183 | 20,129 | ||
Other long-term liabilities | 17,109 | 18,183 | ||
Total liabilities | 1,353,271 | 1,143,786 | ||
Commitments and Contingencies | ||||
Stockholders' equity: | ||||
Common stock, $0.001 par value; 500,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 1,795,626 and 1,791,286 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 2 | 2 | ||
Additional paid-in-capital | 2,088,381 | 2,075,931 | ||
Accumulated deficit | (1,966,232) | (1,600,692) | ||
Total stockholders' equity | 122,151 | 475,241 | ||
Total liabilities and stockholders' equity | 1,475,422 | 1,619,027 | ||
Adjustments | ||||
Current Liabilities: | ||||
Accounts payable | (4,138) | (3,310) | ||
Other current liabilities | (1,382) | (1,283) | ||
Liabilities, Current, Total | (5,520) | (4,592) | ||
Total liabilities | (5,520) | (4,592) | ||
Commitments and Contingencies | ||||
Stockholders' equity: | ||||
Accumulated deficit | 5,520 | 4,592 | ||
Total stockholders' equity | 5,520 | 4,592 | ||
Presentation Reclasses | ||||
Current Assets: | ||||
Accounts receivable, net of allowance | (4,726) | (921) | ||
Finance receivables at fair value | (12,501) | (12,939) | ||
Beneficial interests in securitizations | (4,485) | |||
Prepaid expenses and other current assets | (42,081) | (29,775) | ||
Assets, Current, Total | (63,793) | (43,635) | ||
Finance receivables at fair value | 12,501 | 12,939 | ||
Interest Receivable | 14,484 | 7,242 | ||
Other assets | 36,808 | 23,454 | ||
Current Liabilities: | ||||
Accounts payable | (16,185) | (16,869) | ||
Accrued expenses | (25,319) | (29,733) | ||
Current portion of long term debt | (172,410) | (47,239) | ||
Operating lease liabilities, current | (2,632) | (2,378) | ||
Other current liabilities | (2,708) | (6,444) | ||
Liabilities, Current, Total | (219,254) | (102,663) | ||
Long-term debt (including securitization debt of consolidated VIEs of $238.0 million and $314.1 million at fair value, respectively) | 172,410 | 47,239 | ||
Operating lease liabilities, excluding current portion | 2,632 | 2,378 | ||
Other long-term liabilities | 44,212 | 53,046 | ||
Commitments and Contingencies | ||||
Discontinued Operations | ||||
Current Assets: | ||||
Accounts receivable, net of allowance | 4,413 | 13,046 | ||
Inventory | 163,250 | 320,648 | ||
Prepaid expenses and other current assets | 8,818 | 28,552 | ||
Assets, Current, Total | 176,481 | 362,246 | ||
Property and equipment, net | 19,150 | 45,735 | ||
Operating lease right-of-use assets | 21,015 | |||
Other assets | 906 | 3,246 | ||
Assets from discontinued operations | 196,537 | 432,242 | ||
Current Liabilities: | ||||
Accounts payable | 6,439 | 14,523 | ||
Accrued expenses | 27,133 | 47,062 | ||
Vehicle floorplan | 151,178 | 276,988 | ||
Deferred revenue | 14,025 | 10,655 | ||
Operating lease liabilities, current | 6,105 | 7,352 | ||
Other current liabilities | 5,884 | 9,966 | ||
Liabilities, Current, Total | 210,764 | 366,547 | ||
Operating lease liabilities, excluding current portion | 17,356 | 17,276 | ||
Liabilities from discontinued operations | 228,120 | 383,823 | ||
Commitments and Contingencies |
Revised Consolidated Financia_6
Revised Consolidated Financial Statements Information - Consolidated Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2024 | Feb. 13, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 1,795,626 | 1,791,286 | 1,727,525 | |
Common stock, shares outstanding | 1,795,626 | 1,791,286 | 1,727,525 | |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, shares issued | 1,791,286 | 1,727,525 | ||
Common stock, shares outstanding | 1,791,286 | 1,727,525 | ||
Consolidated VIEs | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Other assets | $ 1.8 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 09, 2024 | May 03, 2023 | Apr. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
UACC | |||||
Subsequent Event [Line Items] | |||||
Collateralized finance receivable | $ 326.4 | ||||
Expected beneficial interests in securitizations pledged as collateral | $ 24.5 | ||||
Expected proceeds from beneficial interests in securitizations pledged as collateral | $ 24.1 | ||||
Expected repurchases period start, month and year | 2025-03 | ||||
Expected repurchases period end, month and year | 2029-09 | ||||
Net proceeds from securitization | $ 260.9 | ||||
Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Retain Interest rate of rated notes | 5% | ||||
Retain amount of rated notes | $ 15.8 | ||||
Subsequent Events | UACC | |||||
Subsequent Event [Line Items] | |||||
Collateralized finance receivable | $ 380.1 | ||||
Expected beneficial interests in securitizations pledged as collateral | 13.8 | ||||
Expected proceeds from beneficial interests in securitizations pledged as collateral | $ 13.7 | ||||
Expected repurchases period start, month and year | 2026-08 | ||||
Expected repurchases period end, month and year | 2029-11 | ||||
Asset backed securities | $ 262.5 | ||||
Securitization trust | $ 261.3 | ||||
Subsequent Events | Class E non-investment grade securities | |||||
Subsequent Event [Line Items] | |||||
Securitization transaction | 37.5 | ||||
Net proceeds from securitization | $ 35.9 |